SCHEDULE 14A INFORMATION

     Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

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o		Soliciting Material Pursuant to § 240.14a-12

AMETEK, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2009
Annual Meeting

Proxy Statement

Annual Financial Information
and Review of Operations

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, April 21, 2009
3:00 p.m. Eastern Daylight Time
The New York Helmsley
212 East 42^nd Street
Sutton Place Meeting Room
New York, NY 10017

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2009 Annual Meeting of Stockholders of AMETEK, Inc. At the Annual Meeting, you will be asked to:

1.

Elect three Directors for a term of three years;

2.

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009; and

3.

Transact any other business properly brought before the Annual Meeting.

Only stockholders of record at the close of business on March 6, 2009 will be entitled to vote at the Annual Meeting. Your vote is important. You can vote in one of four ways: (1) via the Internet, (2) by telephone using a toll-free number, (3) by marking, signing and dating your proxy card, and returning it promptly in the enclosed envelope, or (4) by casting your vote in person at the Annual Meeting. Directions to the New York Helmsley are located on the back cover of the Proxy Statement. Please refer to your proxy card for specific proxy voting instructions.

We have included the annual financial information relating to our business and operations in Appendix A to the Proxy Statement. We also have enclosed a Summary Annual Report.

We hope that you take advantage of the convenience and cost savings of voting by computer or by telephone. A sizable electronic response would significantly reduce return-postage fees.

Whether you expect to attend the meeting or not, we urge you to vote your shares via the Internet, by telephone or by mailing your proxy as soon as possible. Submitting your proxy now will not prevent you from voting your stock at the Annual Meeting if you want to, as your proxy is revocable at your option. We appreciate your interest in AMETEK.

		Sincerely,
		Frank S. Hermance
		Chairman of the Board
		and Chief Executive Officer

Paoli, Pennsylvania
Dated: March 13, 2009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 21, 2009
The proxy statement and 2008 annual report of AMETEK, Inc. are available at:
http://phx.corporate-ir.net/phoenix.zhtml?c=104638&p=irol-reportsAnnual
 

Principal executive offices

37 North Valley Road — Building 4
P.O. Box 1764
Paoli, Pennsylvania 19301-0801

PROXY STATEMENT

We are mailing this Proxy Statement and proxy card to our stockholders of record as of March 6, 2009 on or about March 13, 2009. The Board of Directors is soliciting proxies in connection with the election of Directors and other actions to be taken at the Annual Meeting of Stockholders and at any adjournment or postponement of that Meeting. The Board of Directors encourages you to read the Proxy Statement and to vote on the matters to be considered at the Annual Meeting.

TABLE OF CONTENTS

		Page
Voting Procedures			1
Corporate Governance			2
Advance Notice Procedures			9
Stockholder Proposals for the 2010 Proxy Statement			9
Report of the Audit Committee			9
Election of Directors (Proposal 1 on Proxy Card)			10
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2 on Proxy Card)			10
The Board of Directors			11
Executive Officers			12
Executive Compensation:
Compensation Discussion and Analysis			13
Report of the Compensation Committee			20
Compensation Tables			21
Potential Payments upon Termination or Change of Control			30
Stock Ownership of Executive Officers and Directors			33
Beneficial Ownership of Principal Stockholders			35
Compliance with Section 16(a) of the Securities Exchange Act of 1934			35
Other Business			36
Multiple Stockholders Sharing the Same Address			36
Electronic Distribution of Proxy Statements and Annual Reports			36
Appendix:
Index to Annual Financial Information and Review of Operations			A-1

VOTING PROCEDURES

Your vote is very important. It is important that your views be represented whether or not you attend the Annual Meeting.

Who can vote? Stockholders of record as of the close of business on March 6, 2009 are entitled to vote. On that date 106,767,630 shares of our Common Stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting.

How do I vote? You can vote your shares at the Annual Meeting if you are present in person or represented by proxy. You can designate the individuals named on the enclosed proxy card as your proxies by mailing a properly executed proxy card, via the Internet or by telephone. You may revoke your proxy at any time before the Annual Meeting by delivering written notice to the Corporate Secretary, by submitting a proxy card bearing a later date or by appearing in person and casting a ballot at the Annual Meeting.

To submit your proxy by mail, indicate your voting choices, sign and date your proxy card and return it in the postage-paid envelope provided. You may vote via the Internet or by telephone by following the instructions on your proxy card. Your Internet or telephone vote authorizes the persons named on the proxy card to vote your shares in the same manner as if you marked, signed and returned the proxy card to us.

If you hold your shares through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares.

What shares are represented by the proxy card? The proxy card represents all the shares registered in your name. If you participate in the AMETEK, Inc. Investors’ Choice Dividend Reinvestment & Direct Stock Purchase and Sale Plan, the card also represents any full shares held in your account. If you are an employee who owns AMETEK shares through an AMETEK employee savings plan and also hold shares in your own name, you will receive a single proxy card for the plan shares, which are attributable to the units that you hold in the plan, and the shares registered in your name. Your proxy card or proxy submitted through the Internet or by telephone will serve as voting instructions to the plan trustee.

How are shares voted? If you return a properly executed proxy card or submit voting instructions via the Internet or by telephone before voting at the Annual Meeting is closed, the individuals named as proxies on the enclosed proxy card will vote in accordance with the directions you provide. If you return a signed and dated proxy card but do not indicate how the shares are to be voted, those shares will be voted as recommended by the Board of Directors. A valid proxy card or a vote via the Internet or by telephone also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters which, although not described in the Proxy Statement, are properly presented for action at the Annual Meeting.

If your shares are held by a broker, bank or other holder of record, please refer to the instructions it provides for voting your shares. If you want to vote those shares in person at the Annual Meeting, you must bring a signed proxy from the broker, bank or other holder of record giving you the right to vote the shares.

If you are an employee who owns AMETEK shares through an AMETEK employee savings plan and you do not return a proxy card or otherwise give voting instructions for the plan shares, the trustee will vote those shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in that plan. Your proxy voting instructions must be received by April 16, 2009 to enable the savings plan trustee to tabulate the vote of the plan shares prior to the Annual Meeting.

How many votes are required? A majority of the shares of our outstanding Common Stock entitled to vote at the Meeting must be represented in person or by proxy in order to have a quorum present at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for the particular proposal and has not received instructions from the beneficial owner. If a quorum is not present, the Annual Meeting will be rescheduled for a later date.

Directors are elected by a plurality of the votes cast. This means that the three candidates for election as Directors receiving the highest number of votes will be elected to serve until the Annual Meeting in 2012. The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of eligible shares present at the Annual Meeting, in person or by proxy, and voting on the matter. Abstentions and broker non-votes are not counted as votes for or against this proposal.

Who will tabulate the vote? Our transfer agent, American Stock Transfer & Trust Company, will tally the vote, which will be certified by independent inspectors of election.

Is my vote confidential? It is our policy to maintain the confidentiality of proxy cards, ballots and voting tabulations that identify individual stockholders, except where disclosure is mandated by law and in other limited circumstances.

Who is the proxy solicitor? We have retained Georgeson, Inc. to assist in the distribution of proxy materials and solicitation of votes. We will pay Georgeson, Inc. a fee of $7,500, plus reimbursement of reasonable out-of-pocket expenses.

CORPORATE GOVERNANCE

In accordance with the Delaware General Corporation Law and our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors. We provide information to the Directors about our business through, among other things, operating, financial and other reports, as well as other documents presented at meetings of the Board of Directors and Committees of the Board.

Our Board of Directors currently consists of eight members. They are Sheldon S. Gordon, Frank S. Hermance, Charles D. Klein, Steven W. Kohlhagen, James R. Malone, David P. Steinmann, Elizabeth R. Varet and Dennis K. Williams. The biographies of the continuing Directors and Director nominees appear on page 11. The Board is divided into three classes with staggered terms of three years each, so that the term of one class expires at each Annual Meeting of Stockholders. The Board has nominated the three current Class III Directors, Mr. Malone, Ms. Varet and Mr. Williams, to serve as Class III Directors until the 2012 Annual Meeting.

Corporate Governance Guidelines and Codes of Ethics. The Board of Directors has adopted Corporate Governance Guidelines that address the practices of the Board and specify criteria to assist the Board in determining Director independence. These criteria supplement the listing standards of the New York Stock Exchange and the regulations of the Securities and Exchange Commission. Our Code of Ethics and Business Conduct sets forth rules of conduct that apply to all of our Directors, officers and employees. We also have adopted a separate Code of Ethical Conduct for our Chief Executive Officer and senior financial officers. The Guidelines and Codes are available on our Web site at www.ametek.com/investors as well as in printed form, free of charge to any stockholder who requests them, by writing or telephoning the Investor Relations Department, AMETEK, Inc., 37 North Valley Road – Building 4, P.O. Box 1764, Paoli, PA 19301-0801 (Telephone Number: 1-800-473-1286). The Board of Directors and our management do not intend to grant any waivers of the provisions of either Code. In the unlikely event a waiver for a Director or an executive officer occurs, the action will be disclosed promptly at our Web site address provided above. If the Guidelines or the Codes are amended, the revised versions also will be posted on our Web site.

Meetings of the Board. Our Board of Directors has five regularly scheduled meetings each year. Special meetings are held as necessary. In addition, management and the Directors frequently communicate informally on a variety of topics, including suggestions for Board or Committee agenda items, recent developments and other matters of interest to the Directors.

The independent Directors meet in executive session at least once a year outside of the presence of any management Directors and other members of our management. The presiding Director at the executive sessions rotates annually among the chairpersons of the Corporate Governance/Nominating Committee, the Compensation Committee and the Audit Committee. The presiding Director at the executive sessions for 2009 is Mr. Klein, the chairperson of the Compensation Committee. During executive sessions, the Directors may consider such matters as they deem appropriate. Following each executive session, the results of the deliberations and any recommendations are communicated to the full Board of Directors.

Directors are expected to attend all meetings of the Board and each Committee on which they serve and are expected to attend the Annual Meeting of Stockholders. Our Board met in person a total of four times and one time by telephone in 2008. Each of the Directors attended at least 75% of the meetings of the Board and the Committees to which the Director was assigned. Six of the eight Directors attended the 2008 Annual Meeting of Stockholders.

Independence. The Board of Directors has affirmatively determined that each of the current Non-Management Directors, Sheldon S. Gordon, Charles D. Klein, Steven W. Kohlhagen, James R. Malone, David P. Steinmann, Elizabeth R. Varet and Dennis K. Williams, has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and, therefore, is an independent Director within the meaning of the New York Stock Exchange rules. The Board has further determined that each member of the Audit, Compensation and Corporate Governance/Nominating Committees is independent within the meaning of the New York Stock Exchange rules. The members of the Audit Committee also satisfy Securities and Exchange Commission regulatory independence requirements for audit committee members.

The Board has established the following standards to assist it in determining Director independence: A Director will not be deemed independent if: (i) within the previous three years or currently, (a) the Director has been employed by us; (b) someone in the Director’s immediate family has been employed by us as an executive officer; or (c) the Director or someone in her/his immediate family has been employed as an executive officer of another entity that concurrently has or had as a member of its compensation committee of the board of directors any of our present executive officers; (ii) (a) the director is a current partner or employee of a firm that is the Company’s internal or external auditor; (b) someone in the director’s immediate family is a current partner of such a firm; (c) someone in the director’s immediate family is a current employee of such a firm and personally works on the Company’s audit; or (d) the director or someone in the director’s immediate family is a former partner or employee of such a firm and personally worked on the Company’s audit within the last three years; (iii) the Director received, or someone in the Director’s immediate family received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and, in the case of an immediate family member, other than compensation for service as our employee (other than an executive officer). The following commercial or charitable relationships will not be considered material relationships: (i) if the Director is a current employee or holder of more than ten percent of the equity of, or someone in her/his immediate family is a current executive officer or holder of more than ten percent of the equity of, another company that has made payments to, or received payments from us for property or services in an amount which, in any of the last three fiscal years of the other company, does not exceed $1 million or two percent of the other company’s consolidated gross revenues, whichever is greater, or (ii) if the Director is a current executive officer of a charitable organization, and we made charitable contributions to the charitable organization in any of the charitable organization’s last three fiscal years that do not exceed $1 million or two percent of the charitable organization’s consolidated gross revenues, whichever is greater. For the purposes of these categorical standards, the terms “immediate family member” and “executive officer” have the meanings set forth in the New York Stock Exchange’s corporate governance rules.

All independent Directors satisfied these categorical standards.

In considering the independence of the Non-Management Directors, the Board considered some relationships that it concluded did not impair the Director’s independence. The Board considered that Mr. Klein, Mr. Steinmann and Ms. Varet may be deemed to have a relationship with an entity that purchases motors from us.

Communication with Non-Management Directors and Audit Committee. Stockholders and other parties who wish to communicate with the Non-Management Directors may do so by calling 1-877-263-8357 (in the United States and Canada) or 1-610-889-5271. If you prefer to communicate in writing, address your correspondence to the Corporate Secretary Department, Attention: Non-Management Directors, AMETEK, Inc., 37 North Valley Road — Building 4, P.O. Box 1764, Paoli, PA 19301-0801.

You may address complaints regarding accounting, internal accounting controls or auditing matters to the Audit Committee by calling
1-866-531-3079 (Domestic – English only) or 1-866-551-8006 (International – Other Languages).

Committees of the Board. Our Board Committees include Audit, Compensation, Corporate Governance/Nominating, Pension Investment and Executive. The charters of the Audit, Compensation and Corporate Governance/Nominating Committees are available on our Web site at www.ametek.com/investors as well as in printed form, free of charge to any stockholder who requests them, by writing or telephoning the Investor Relations Department, AMETEK, Inc., 37 North Valley Road — Building 4, P.O. Box 1764, Paoli, PA 19301-0801 (Telephone Number: 1-800-473-1286). Each of the Audit, Compensation and Corporate Governance/Nominating Committees conducts an annual assessment to assist it in evaluating whether, among other things, it has sufficient information, resources and time to fulfill its obligations and whether it is performing its obligations effectively. Each Committee may retain advisors to assist it in carrying out its responsibilities.

The Audit Committee has the sole authority to retain, compensate, terminate, oversee and evaluate our independent auditors. In addition, the Audit Committee is responsible for:

	•		review and approval in advance of all audit and lawfully permitted non-audit services performed by the independent auditors;
	•		review and discussion with management and the independent auditors regarding the annual audited financial statements and quarterly financial statements included in our Securities and Exchange Commission filings and quarterly sales and earnings announcements;
	•		oversight of our compliance with legal and regulatory requirements;
	•		review of the performance of our internal audit function;
	•		meeting separately with the independent auditors and our internal auditors as often as deemed necessary or appropriate by the Committee; and
	•		review of major issues regarding accounting principles, financial statement presentation and the adequacy of internal controls.

The Committee met eight times during 2008. The Board of Directors has determined that Sheldon S. Gordon is an “audit committee financial expert” within the meaning of the Securities and Exchange Commission’s regulations. The members of the Committee are Sheldon S. Gordon – Chairperson, Steven W. Kohlhagen and James R. Malone. Mr. Kohlhagen currently serves on the audit committees of boards of directors of ten related, publicly traded Merrill Lynch closed-end investment companies (all of which have identical board compositions and committee structures). After its review and consideration of Mr. Kohlhagen’s simultaneous service on the audit committees of the Merrill Lynch closed-end investment companies, the Board has determined that Mr. Kohlhagen’s simultaneous service on those audit committees does not impair his ability to serve effectively on our Audit Committee.

The Compensation Committee is responsible for, among other things:

	•		establishment and periodic review of our compensation philosophy and the adequacy of the compensation plans for our officers and other employees;
	•		establishment of compensation arrangements and incentive goals for officers and administration of compensation plans;
	•		review of the performance of officers, award of incentive compensation and adjustment of compensation arrangements as appropriate based on performance;
	•		review and monitoring of management development and succession plans; and
	•		periodic review of the compensation of non-employee Directors.

The Committee met six times during 2008. The members of the Committee are Charles D. Klein – Chairperson, James R. Malone and Elizabeth R. Varet. In carrying out its duties, the Compensation Committee makes compensation decisions for approximately 40 officers, including all executive officers. The Compensation Committee charter does not provide for delegation of the Committee’s duties and responsibilities. The charter provides that, in setting compensation for the Chief Executive Officer, the Committee will review and evaluate the Chief Executive Officer’s performance and leadership, taking into account the views of other members of the Board. The charter further provides that, with the participation of the Chief Executive Officer, the Committee evaluates the performance of other officers and determines compensation for these officers. In this regard, Compensation Committee meetings are regularly attended by the Chief Executive Officer. The Chief Executive Officer does not participate in the determination of his compensation. The Compensation Committee has authority under the charter to retain and set compensation for compensation consultants and other advisors.

Towers Perrin is engaged by our management to serve as our compensation consultant. We ask Towers Perrin to provide comparative data regarding compensation levels for seasoned managers who have job functions and responsibilities that are similar to those of our senior managers. Specifically, we ask Towers Perrin to compare our senior managers’ compensation to the 50^th percentile of compensation for similarly positioned senior managers in a general industry group (consisting of over 350 companies that have chosen to participate in a Towers Perrin survey). Based on this data, our human resources department develops summaries for the Compensation Committee, indicating competitive compensation levels for our senior managers that would correspond to the 50^th percentile, thereby assisting the Compensation Committee in its evaluation of our most senior managers’ compensation. See “Compensation Discussion and Analysis – 2008 Compensation – Determination of Competitive Compensation” for further information. In addition, Towers Perrin provides companywide benefits consulting.

The Corporate Governance/Nominating Committee is responsible for, among other things:

	•		selection of nominees for election as Directors, subject to ratification by the Board;
	•		recommendation of a Director to serve as Chairperson of the Board;
	•		recommendation to the Board of the responsibilities of Board Committees and each Committee’s membership;
	•		oversight of the annual evaluation of the Board and the Audit and Compensation Committees; and
	•		review and assessment of the adequacy of our Corporate Governance Guidelines.

The Committee met four times during 2008. The members of the Committee are James R. Malone – Chairperson, Charles D. Klein, David P. Steinmann and Dennis K. Williams.

The Pension Investment Committee reviews the administration of our retirement plans, including compliance, investment manager and trustee performance, and the results of independent audits of the plans. The Committee met five times during 2008. The members of the Committee are Steven W. Kohlhagen — Chairperson, Sheldon S. Gordon and David P. Steinmann.

The Executive Committee has limited powers to act on behalf of the Board whenever the Board is not in session. The Committee met two times during 2008. The members of the Committee are Frank S. Hermance — Chairperson, Charles D. Klein, Elizabeth R. Varet and Dennis K. Williams.

Consideration of Director Candidates. The Corporate Governance/Nominating Committee considers candidates for Board membership. The charter of the Corporate Governance/Nominating Committee requires that the Committee consider and recommend to the Board the appropriate size, function and composition of the Board, so that the Board as a whole collectively possesses a broad range of skills, industry and other knowledge, and business and other experience useful for the effective oversight of our business. The Board also seeks members from diverse backgrounds who have a reputation for integrity. In addition, Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company. The Committee considers all of these qualities when nominating candidates for Director.

Stockholders can recommend qualified candidates for Director by writing to the Corporate Secretary, AMETEK, Inc., 37 North Valley Road — Building 4, P.O. Box 1764, Paoli, PA 19301-0801. Stockholder submissions must include the following information: (1) the name of the candidate and the information about the individual that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission; (2) information about the relationship between the candidate and the recommending shareholder; (3) the consent of the candidate to serve as a Director; and (4) proof of the number of shares of our Common Stock that the recommending stockholder owns and the length of time that the shares have been owned. To enable consideration of a candidate in connection with the 2010 Annual Meeting, a stockholder must submit materials relating to the recommended candidate no later than November 13, 2009. In considering any candidate proposed by a stockholder, the Corporate Governance/Nominating Committee will reach a conclusion based on the criteria described above in the same manner as for other candidates. The Corporate Governance/Nominating Committee also may seek additional information regarding the candidate. After full consideration by the Corporate Governance/Nominating Committee, the stockholder proponent will be notified of the decision of the Committee.

Director Compensation. Standard compensation arrangements for Directors in 2008 are described below.

	•		Fees — Non-employee Directors received an annual fee of $45,000, except for the Chairmen of the Compensation, Corporate Governance/Nominating and Pension Investment Committees, who received an annual fee of $50,000, and the Chairman of the Audit Committee, who received an annual fee of $65,000. In addition, non-employee Directors received $3,750 for each of the four in person meetings of the Board of Directors they attended. There were no additional fees for attendance at the Board meeting held by telephone or Committee meetings.
	•		Restricted Stock — On April 23, 2008, under our 2002 Stock Incentive Plan, each non-employee Director received a restricted stock award of 1,000 shares of our Common Stock. These restricted shares vest on the earliest to occur of:

	•		the closing price of our Common Stock on any five consecutive trading days equaling or exceeding $97.20,
	•		the death or disability of the Director,
	•		the Director’s termination of service as a member of AMETEK’s Board of Directors in connection with a change of control,

	•		the fourth anniversary of the date of grant, namely April 23, 2012, provided the Director has served continuously through that date, or
	•		the Director’s retirement from service as a member of the Board of Directors at or after age 55 and the completion of at least 10 years of service with us, in which case only a pro rata portion of the shares becomes non-forfeitable and transferable, based upon the time that has elapsed since the date of grant.

•

Options — On April 23, 2008, under our 2002 Stock Incentive Plan, each non-employee Director received an option to purchase 3,630 shares of our Common Stock, at an exercise price equal to the closing price of AMETEK’s Common Stock, as reported on the New York Stock Exchange consolidated tape on that date. Stock options become exercisable as to the underlying shares in four equal annual installments beginning one year after the date of grant.

The following table provides information regarding Director compensation in 2008, which reflects the standard compensation described above and certain other payments. The table does not include compensation for reimbursement of travel expenses related to attending Board, Committee and AMETEK business meetings, and approved educational seminars. In addition, the table does not address compensation for Mr. Hermance, which is addressed under “Executive Compensation” beginning on page 13. Mr. Hermance does not receive additional compensation for serving as a Director.

DIRECTOR COMPENSATION — 2008

																		Change in
																		Pension Value
																		and
																		Nonqualified
		Fees Earned												Non-Equity				Deferred
		or Paid in				Stock				Option				Incentive Plan				Compensation				All Other
Name		Cash				Awards (1)				Awards (2)				Compensation				Earnings				Compensation				Total
Sheldon S. Gordon		$	80,000			$	41,852			$	34,775				—			$	127,400				—			$	284,027
Charles D. Klein			65,000				41,852				34,775				—				138,600				—				280,227
Steven W. Kohlhagen			65,000				29,327				24,826				—				—				—				119,153
James R. Malone			65,000				41,852				34,775				—				148,600				—				290,227
David P. Steinmann			60,000				41,852				34,775				—				156,600				—				293,227
Elizabeth R. Varet			60,000				41,852				34,775				—				153,000				—				289,627
Dennis K. Williams			60,000				29,327				27,298				—				—				—				116,625

Directors who first became members of the Board of Directors prior to January 1, 1997 participate in a retirement plan for Directors. Under this plan, each non-employee Director who has provided at least three years of service to us as a Director receives an annual retirement benefit equal to 100% of that Director’s highest annual rate of cash compensation during the Director’s service with the Board. Mr. Steinmann and Ms. Varet have accrued an annual retirement benefit of $60,000. Messrs. Klein and Malone have accrued an annual retirement benefit of $65,000. Mr. Gordon has accrued an annual retirement benefit of $80,000.

Directors who first became members of the Board of Directors prior to July 22, 2004 participate in our Death Benefit Program for Directors. Messrs. Gordon, Klein, Malone and Steinmann and Ms. Varet participate in this program. Under this program, each non-employee Director has an individual agreement that pays the Director (or the Director’s beneficiary in the event of the Director’s death) an annual amount equal to 100% of that Director’s highest annual rate of cash compensation during the Director’s service with the Board. The payments are made for 10 years beginning at the earlier of (a) the Director’s being retired and having attained age 70 or (b) the Director’s death. The program is funded by individual life insurance policies that we purchased on the lives of the Directors. In addition, non-employee Directors who first became members of the Board of Directors prior to July 27, 2005 have a group term life insurance benefit of $50,000. We retain the right to terminate any of the individual agreements under certain circumstances.

Mandatory Retirement. The retirement policy for our Board of Directors prohibits a Director from standing for re-election following his or her 75^th birthday.

Certain Relationships and Related Transactions. Mr. Hermance’s son is employed by us in a non-executive officer capacity as a Divisional Vice President and received total compensation, as such amount is calculated for the named executive officers in the Summary Compensation Table on page 21, of approximately $250,000 in 2008.

Under our written Related Party Transactions Policy, transactions that would require disclosure under SEC regulations must be approved in advance by the Audit Committee. Applicable SEC regulations generally require disclosure of all transactions since the beginning of a corporation’s last fiscal year, or any currently proposed transaction, exceeding $120,000 in which the corporation or any of its subsidiaries is participating and in which any of the following “related persons” had, or will have, a direct or indirect material interest: (1) any of the corporation’s directors, director nominees, or executive officers, (2) any beneficial owner of more than 5% of the corporation’s common stock and (3) any member of the immediate family of any of the foregoing persons. The term “immediate family” includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing the same household as the person.

Prior to entering into a transaction covered by the policy, the person proposing to enter into the transaction must provide a notice to our Vice President — Corporate Compliance and Auditing, who must promptly forward the notice to the Chairman of the Audit Committee. Following such inquiry as the Audit Committee deems appropriate, the transaction is permissible if the Audit Committee finds that, notwithstanding the involvement of a related person, there is an appropriate business reason to approve the transaction.

The transaction described above was ratified by the Audit Committee under the policy.

ADVANCE NOTICE PROCEDURES

In accordance with our By-Laws, stockholders must give us notice relating to nominations for Director or proposed business to be considered at our 2010 Annual Meeting of Stockholders no earlier than January 20, 2010 nor later than February 19, 2010. These requirements do not affect the deadline for submitting stockholder proposals for inclusion in the proxy statement or for recommending candidates for consideration by the Corporate Governance/Nominating Committee, nor do they apply to questions a stockholder may wish to ask at the Annual Meeting. Stockholders may request a copy of the By-Law provisions discussed above from the Corporate Secretary, AMETEK, Inc., 37 North Valley Road — Building 4, P.O. Box 1764, Paoli, PA 19301-0801.

STOCKHOLDER PROPOSALS FOR THE 2010 PROXY STATEMENT

To be considered for inclusion in the proxy statement for the 2010 Annual Meeting of Stockholders, stockholder proposals must be received at our executive offices no later than November 13, 2009.

REPORT OF THE AUDIT COMMITTEE

The responsibilities of the Audit Committee are set forth in its charter, which is accessible on AMETEK’s Web site at www.ametek.com/investors. Among other things, the charter charges the Committee with the responsibility for reviewing AMETEK’s audited financial statements and the financial reporting process. In fulfilling its oversight responsibilities, the Committee reviewed with management and Ernst & Young LLP, AMETEK’s independent registered public accounting firm, the audited financial statements contained in AMETEK’s 2008 Annual Report on Form 10-K and included in Appendix A to this Proxy Statement. The Committee discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

In addition, the Committee received the written disclosures and letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with Ernst & Young LLP its independence.

The Committee discussed with AMETEK’s internal auditors and Ernst & Young LLP the overall scope and plans for their respective audits. The Committee met with the internal auditors and Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of AMETEK’s disclosure control process and internal control over financial reporting, and the overall quality of AMETEK’s financial reporting. The Committee held eight meetings during the fiscal year ended December 31, 2008, which included telephone meetings prior to quarterly earnings announcements.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in AMETEK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, for filing with the Securities and Exchange Commission.

Respectfully submitted,

The Audit Committee:
Sheldon S. Gordon, Chairperson
Steven W. Kohlhagen
James R. Malone

Dated: March 13, 2009

ELECTION OF DIRECTORS
(Proposal 1 on Proxy Card)

The nominees for election at this year’s Annual Meeting are James R. Malone, Elizabeth R. Varet and Dennis K. Williams. Messrs. Malone and Williams and Ms. Varet have been nominated to serve as Class III Directors and, if elected, will serve until the Annual Meeting in 2012.

All proxies received will be voted for the election of the nominees unless the stockholder submitting the proxy gives other instructions. Nominees will be elected by holders of a plurality of shares represented either in person or by proxy at the Annual Meeting and entitled to vote. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, unless the Board determines to reduce the number of Directors.

The Directors’ biographies are set forth on page 11.

Your Board of Directors Recommends a Vote FOR Each of the Nominees.

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 2 on Proxy Card)

The Audit Committee has appointed the firm of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009. Ernst & Young LLP and its predecessor has served continuously as our independent auditors since our incorporation in 1930. Although action by stockholders on this matter is not required, the Audit Committee believes that it is appropriate to seek stockholder ratification of this appointment, and the Audit Committee may reconsider the appointment if the stockholders do not ratify it.

Fees billed to us by Ernst & Young LLP for services rendered in 2008 and 2007 totaled $4,887,000 and $4,562,000 respectively, and consisted of the following:

		2008				2007
Audit fees		$	4,764,000			$	4,451,000
Audit-related fees			62,000				80,000
Tax fees			59,000				24,000
All other fees			2,000				7,000
Total		$	4,887,000			$	4,562,000

“Audit fees” includes amounts for statutory audits and attestation services related to our internal control over financial reporting for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

The amounts shown for “Audit-related fees” include fees for audits of employee benefit plans.

The amounts shown for “Tax fees” relate to federal and state tax advice, acquisition tax planning, assistance with international tax compliance and international tax consulting.

The amounts shown for “All other fees” primarily relate to online accounting research subscriptions.

The affirmative vote of the holders of a majority of eligible shares present at the Annual Meeting, in person or by proxy, and voting on the matter is required to ratify the appointment of Ernst & Young LLP.

Representatives of Ernst & Young LLP will be present at the Annual Meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Your Board of Directors Recommends a Vote FOR Ratification.

THE BOARD OF DIRECTORS

Unless we indicate otherwise, each Director has maintained the principal occupation described below for more than five years.

Class III: Nominees for election at this Annual Meeting for terms expiring in 2012:
JAMES R. MALONE Director since 1994		Founder and Managing Partner of Qorval LLC. President and Chief Executive Officer (from June 2005 to September 2005) and Chairman (from August 2005 to September 2005) of Cenveo, Inc. A Director of Regions Financial Corporation. Age 66.
ELIZABETH R. VARET Director since 1987		A Managing Director of American Securities Management L.P. and chairman of the corporate general partner of several affiliated entities. Age 65.
DENNIS K. WILLIAMS Director since 2006		Retired. President and Chief Executive Officer (from May 2000 to March 2005) and Chairman of the Board (from May 2000 to April 2006) of IDEX Corporation. A Director of Owens-Illinois, Inc. and Actuant Corporation. Age 63.
Class I: Directors whose terms continue until 2010:
CHARLES D. KLEIN Director since 1980		A Managing Director of American Securities Capital Partners, LLC and an executive officer of several affiliated entities. Age 70.
STEVEN W. KOHLHAGEN Director since 2006		Retired financial executive. A Director of the IQ Investment Advisors family of Merrill Lynch funds. Age 61.
Class II: Directors whose terms continue until 2011:
SHELDON S. GORDON Director since 1989		Chairman of Union Bancaire Privée International Holdings, Inc. and affiliated entities. A Director of Union Bancaire Privée and Gulfmark Offshore, Inc. Age 73.
FRANK S. HERMANCE Director since 1999		Chairman of the Board and Chief Executive Officer of AMETEK. A Director of IDEX Corporation. Age 60.
DAVID P. STEINMANN Director since 1993		A Managing Director of American Securities Management L.P. and an executive officer of several affiliated entities. Age 67.

EXECUTIVE OFFICERS

Officers are appointed by the Board of Directors to serve for the ensuing year and until their successors have been elected and qualified. Information about our executive officers as of March 6, 2009 is shown below:

Name		Age				Present Position with AMETEK
Frank S. Hermance			60			Chairman of the Board and Chief Executive Officer
John J. Molinelli			62			Executive Vice President—Chief Financial Officer
Timothy N. Jones			52			President—Electromechanical Group
John W. Hardin			44			President—Electronic Instruments
David A. Zapico			44			President—Electronic Instruments
Robert R. Mandos, Jr.			50			Senior Vice President and Comptroller

Frank S. Hermance’s employment history with us and the other directorship that he currently holds are described under the section “The Board of Directors” on page 11. Mr. Hermance has 18 years of service with us.

John J. Molinelli was elected Executive Vice President—Chief Financial Officer effective April 22, 1998. Mr. Molinelli has 40 years of service with us.

Timothy N. Jones was elected President—Electromechanical Group effective February 1, 2006. Previously he served as Vice President and General Manager of our Process and Analytical Instruments Division from October 1999 to January 2006. Mr. Jones has 29 years of service with us.

John W. Hardin was elected President—Electronic Instruments effective July 23, 2008. Previously he served as Senior Vice President and General Manager of the Aerospace and Defense Division from October 2004 to July 2008. He served as Vice President and General Manager of the Aerospace and Defense Division from October 2003 to October 2004. Mr. Hardin has 10 years of service with us. Mr. Hardin succeeded Robert W. Chlebek who retired on December 31, 2008.

David A. Zapico was elected President—Electronic Instruments effective October 1, 2003. Previously he served as Vice President and General Manager of our Aerospace and Defense Division from July 1999 to October 2003. Mr. Zapico has 19 years of service with us.

Robert R. Mandos, Jr. was elected Senior Vice President effective October 1, 2004. Previously he served as Vice President from April 1998 until September 2004. He has served as our Comptroller since April 1996. Mr. Mandos has 27 years of service with us.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to our executive officers listed in the Summary Compensation Table that immediately follows this discussion. We refer to these executive officers as our “named executive officers.”

2008 Compensation

Compensation Objectives

The compensation paid or awarded to our named executive officers for 2008 was designed to meet the following objectives:

•		Provide compensation that is competitive with compensation for other companies’ executive officers who provide comparable services, taking into account the size of our company or operating group, as applicable. We refer to this objective as “competitive compensation.”
•		Create a compensation structure under which a meaningful portion of total compensation is based on achievement of performance goals. We refer to this objective as “performance incentives.”
•		Encourage the aggregation and maintenance of meaningful equity ownership, and alignment of executive and stockholder interests. We refer to this objective as “stakeholder incentives.”
•		Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives.”

We fashioned various components of our 2008 compensation payments and awards to meet these objectives as follows:

Type of Compensation		Objectives Addressed
Salary		Competitive Compensation
Short-Term Incentive Awards,		Competitive Compensation,
Restricted Stock Awards and		Performance Incentives,
Stock Option Grants		Stakeholder Incentives and Retention Incentives

Determination of Competitive Compensation

In assessing competitive compensation, we referenced data provided to us by our independent compensation consultant, Towers Perrin. We use the 50^th percentile of the Towers Perrin general industry group (a collection of over 350 companies who have chosen to participate in the Towers Perrin survey) as a reference point. Our approach provides us reference information, allowing us to compete effectively in the marketplace for top talent, while providing us the flexibility to respond to our changing business conditions and the performance of each individual.

We used the following process to determine a reference point for the compensation for each named executive officer in 2008:

•		We provided to the compensation consultant a detailed description of the responsibilities for each named executive officer.
•		The compensation consultant employed its standard methodology to provide reference compensation levels for comparable executives. Comparable executives are seasoned executives having similar responsibilities. The competitive compensation information was based on general industry data derived principally from the compensation consultant’s executive compensation database. The data was size-adjusted to reflect the estimated revenues of our company and the relevant operating groups. The compensation consultant advised us that it used general industry data rather than data relating only to electronics and electronic component companies because general industry data provides a much larger sampling of companies.

In considering the data provided by the compensation consultant, we believe that compensation is competitive if it is within a range of 20 percent above or 20 percent below the compensation reference points at the 50^th percentile for comparable executives. We believe that variations within or outside this range typically occur due to differences in experience, responsibilities and performance.

Salaries

The salary amounts set forth in the Summary Compensation Table for 2008 reflect salary decisions made by the Compensation Committee of our Board of Directors in 2007 and 2008. Salary adjustments for Messrs. Hermance, Chlebek and Jones were effective on January 1, so that salary determinations made in 2007 affected their salaries for all of 2008. Salary adjustments for Messrs. Molinelli, Zapico and Hardin were effective on July 1, so that Compensation Committee determinations in 2007 and 2008 affected their salaries for the annual periods beginning on July 1, 2007 and July 1, 2008, respectively.

As a result of the salary adjustments approved in 2008, all named executive officers’ salaries were within the competitive compensation guideline of 20 percent above or below salaries for comparable executives at the 50^th percentile. The process utilized in 2007 to establish salaries for the named executive officers was similar to the process used in 2008, but was based on earlier data prepared by the compensation consultant.

Short-Term Incentive Program

The principal objective of our short-term incentive program is to provide a performance incentive. We set performance targets such that total cash compensation will be within 20 percent above or below the total cash compensation guideline at the 50^th percentile for comparable executives. However, larger variations, both positive and negative, may result based on actual performance.

Under our short-term incentive program, we selected performance measures that, in some instances, differed among the named executive officers. These differences reflect the differing responsibilities of the executives. We also established targets for each performance measure.

The target goal for each non-discretionary measure in 2008 was derived from our 2008 budget. Consistent with past practice, the Compensation Committee can make adjustments on a case-by-case basis, such as for EPS and group operating income, as described below.

•		Diluted earnings per share (EPS) — We believe that the paramount objective of a principal executive officer is to increase stockholder return significantly, and that for a large, well established industrial corporation, EPS is typically a key metric affecting share price. Therefore, we believe EPS is an excellent measure of our executive officers’ performance. EPS results were adjusted to exclude the accelerated vesting that occurred in May of this year and the restructuring charge taken in the fourth quarter.
•		Internal sales growth — This measure is applied either on a companywide basis, or, for our group presidents, with regard to their respective operating groups. We define internal sales growth as the year-to-year increase in revenues without giving effect to (i) increases in revenues from businesses that we have acquired but that have not had four full quarters of operations subsequent to the acquisition and (ii) foreign currency adjustments. We utilize the measure because we believe that we achieve a greater economic return from internal growth than through acquisitions.
•		Group operating income — This measure applies to our group presidents with regard to their respective operating groups, and reflects adjustments deemed appropriate by the Compensation Committee. We believe this measure is a reliable indicator of operating group performance. Results were adjusted to exclude the restructuring charge that was taken in the fourth quarter. Other adjustments to operating unit income in 2008 were the elimination of specified expenditures for research and development and expenditures for projects to reduce our ongoing operating costs, and the inclusion of specified financing costs related to acquisitions. We eliminated research and development expenditures in connection with a project to support high-potential new development projects. These expenditures were not initially in the operating unit budgets, and we did not want to penalize the operating unit for pursuing what we believe to be an important company initiative. We eliminated expenditures for projects to reduce our ongoing operating costs because the expenditures were not in the operating unit budgets and we wanted to encourage support for these programs. We reduced operating unit income by the estimated amount of interest

cost we incur on funds borrowed to finance an acquisition where the results of operations of the acquired business are included in the unit’s operating results. We believe that reducing the operating unit income derived from an acquired business by these interest costs better reflects the contribution of the acquisition to the operating unit’s performance.

•		Group operating working capital — This measure represents inventory plus accounts receivable less accounts payable as a percentage of sales. We use this measure to encourage our group presidents to manage our working capital in a manner that increases cash available for investment. A lower working capital percentage is an indicator of a group president’s success in increasing our cash resources.
•		Discretionary — A small portion of each executive’s award is based on discretionary factors that are deemed appropriate by the Compensation Committee. In the case of the group presidents, these factors take into account acquisition activity of their respective operating groups.

The weighting of performance measures for each named executive officer is set forth in the table below. The target award is payable upon achievement of 100 percent of a designated goal. Payment amounts increase from 0 percent to 200 percent of the target award in proportion to the increase from 80 percent to 120 percent of the goal with regard to each measure other than group internal growth and group operating working capital. Payment amounts with respect to those measures increase from 80 percent to 120 percent of the target award in proportion to the increase from 97 percent to 103 percent of the group internal growth goal and from 90 percent to 110 percent of the group operating working capital goal. The discretionary portions of the award opportunities are not subject to any specified formula.

												Performance
												Measure as a								Actual Award as
												Percentage of								Percentage of Target
												Total Target								Award Opportunity
				Designated				Actual				Award				Actual				for the Performance
Name		Performance Measure		Goal				Results				Opportunity				Award				Measure
Frank S. Hermance		Diluted Earnings Per Share		$	2.42			$	2.60				80	%		$	878,016				137	%
		Discretionary			100	%			200	%			20	%		$	320,984				200	%
John J. Molinelli		Diluted Earnings Per Share		$	2.42			$	2.60				70	%		$	255,928				137	%
		Internal Sales Growth		$	2,424,592,000			$	2,364,869,463				10	%		$	4,769				18	%
		Discretionary			100	%			200	%			20	%		$	107,303				200	%
Robert W. Chlebek		Diluted Earnings Per Share		$	2.42			$	2.60				35	%		$	102,995				137	%
		Group Internal Sales Growth		$	756,696,000			$	743,164,816				10	%		$	8,664				40	%
		Group Operating Income		$	192,773,000			$	202,579,713				35	%		$	94,171				125	%
		Group Working Capital			25.60	%			26.50	%			10	%		$	13,909				65	%
		Discretionary			100	%			200	%			10	%		$	43,261				200	%
David A. Zapico		Diluted Earnings Per Share		$	2.42			$	2.60				35	%		$	109,238				137	%
		Group Internal Sales Growth		$	888,968,000			$	880,340,384				10	%		$	15,390				68	%
		Group Operating Income		$	186,826,000			$	205,564,846				35	%		$	119,557				150	%
		Group Working Capital			19.30	%			20.00	%			10	%		$	14,499				64	%
		Discretionary			100	%			187.60	%			10	%		$	43,316				188	%
Timothy N. Jones		Diluted Earnings Per Share		$	2.42			$	2.60				35	%		$	93,632				137	%
		Group Internal Sales Growth		$	778,927,000			$	742,651,858				10	%			—				0	%
		Group Operating Income		$	128,523,000			$	117,664,293				35	%		$	39,596				58	%
		Group Working Capital			21.90	%			23.40	%			10	%		$	6,144				32	%
		Discretionary			100	%			200	%			10	%		$	39,628				200	%
John W. Hardin		Diluted Earnings Per Share		$	2.42			$	2.60				28.9	%		$	65,492				137	%
		Group Internal Sales Growth		$	756,696,000			$	743,164,816				6	%		$	3,960				40	%
		Group Operating Income		$	192,773,000			$	202,579,713				20.9	%		$	43,039				125	%
		Group Working Capital			25.60	%			26.50	%			6	%		$	6,357				65	%
		Division Internal Sales Growth		$	501,767,000			$	496,977,360				4	%		$	4,577				68	%
		Division Operating Income		$	146,962,000			$	146,504,125				16.2	%		$	26,434				98	%
		Division Working Capital			26.50	%			28.80	%			4	%		$	887				13	%
		Discretionary			100	%			200	%			14	%		$	47,454				200	%

As a result of our actual outcomes with respect to the performance measures and the Committee’s determinations with respect to the discretionary component, the award payments and the percentage of the aggregate target award represented by the award payments are as follows: Mr. Hermance, $1,199,000 (150%); Mr. Molinelli, $368,000 (138%); Mr. Chlebek, $263,000 (122%); Mr. Zapico, $302,000 (132%); Mr. Jones, $179,000 (91%) and

Mr. Hardin, $198,200 (119%). In accordance with SEC regulations, the award payments are reflected in two separate columns of the Summary Compensation Table. The discretionary awards for the named executive officers appear in the “Bonus” column. The other awards are reflected in the “Non-Equity Incentive Plan Compensation” column.

The actual total cash compensation for the named executive officers, as a percentage of the dollar amount of total cash compensation at the 50^th percentile reference point for comparable executives, ranged from 90% to 120%.

In providing a discretionary award to Mr. Hermance, the Compensation Committee considered our success with respect to our four growth strategies:

	•		Operational Excellence — Our operating income margin increased to 18.7 percent in 2008 from 18.1 percent in 2007, excluding the impact of the restructuring charge taken in the fourth quarter of 2008.
	•		Global and market expansion — We increased international sales by 16 percent in 2008 as compared to 2007.
	•		Strategic acquisitions — We completed seven acquisitions in 2008 that added approximately $290 million in annualized revenue.
	•		New products — We introduced a number of new products that contributed to our revenue and profitability.

In addition, the Compensation Committee recognized Mr. Hermance’s role in the upgrading of our leadership talent. In the case of Mr. Molinelli, the Compensation Committee considered the same factors as those considered for Mr. Hermance, as well as improvement in our accounts receivable. The group presidents’ discretionary awards reflected the Committee’s assessment of acquisition activities for their respective operating groups.

Equity-Based Compensation

Our equity-based compensation in 2008 included awards of stock options and restricted stock. We used data provided by the compensation consultant in 2008 to establish target levels of equity-based compensation. These levels were based on a Black-Scholes model, with regard to long-term incentives at the 50th percentile for comparable executives, taking into account the scope of the named executive’s responsibilities. In considering the data provided by the compensation consultant, we believe that an equity-based award is competitive if it is within 20 percent above or below the 50^th percentile for comparable executives.

The Compensation Committee has the discretion to modify the actual award for each named executive from the target levels. In exercising its discretion, the Compensation Committee considered each executive’s contribution to the success of the four growth strategies described above and the upgrading of our leadership talent in 2007. In April 2008, the Compensation Committee made awards to the named executive officers that were within the range of 20 percent above or below the targets described above, except for the award to Mr. Zapico. The Compensation Committee increased Mr. Zapico’s award to 22% above the target in recognition of the outstanding performance in 2007 of the businesses under his supervision, including the businesses’ excellent performance with respect to our four growth strategies.

We granted 50 percent of the long-term incentive award in the form of stock options, and 50 percent in the form of restricted stock. To determine the award size, we applied a Black-Scholes methodology. As a result, we awarded options and restricted stock to the named executive officers as set forth in the Grants of Plan-Based Awards table on page 23 under the column headings, “All Other Option Awards: Number of Securities Underlying Options” and “All Other Stock Awards: Number of Shares of Stock or Units” respectively.

The dollar amounts shown in the Summary Compensation Table under “Option Awards” and “Stock Awards” generally reflect the dollar amounts recognized for financial statement purposes in accordance with SFAS 123(R). Therefore, it includes amounts with respect to only a portion of the options and restricted stock granted in 2008, while also including amounts from earlier grants. See the footnotes to the Summary Compensation Table for further information.

Our options generally vest in equal annual increments on the first four anniversaries of the date of grant. We believe that these vesting terms provide to our executives a meaningful incentive for continued employment. For additional information regarding stock option terms, see the narrative accompanying the Grants of Plan-Based Awards table.

We believe that the vesting provisions of our restricted stock also serve as an incentive for continued employment. However, to encourage performance that ultimately enhances stockholder value, we provide for immediate vesting of a restricted stock award if the closing price of our Common Stock during any five consecutive trading days reaches 200 percent of the price of our Common Stock on the date of grant.

Stock-Based Award Grant Practices

In October 2006, we adopted practices for the grant of stock-based awards. Among other things, these practices encompass the following principles:

•		The majority of stock-based awards are approved annually by the Compensation Committee on a pre-scheduled date, which occurs in close proximity to the date of our Annual Meeting of Stockholders.
•		The annual stock-based awards will not be made when the Compensation Committee is aware that executive officers or non-employee Directors are in possession of material, non-public information, or during quarterly or other specified “blackout” periods.
•		While stock-based awards other than annual awards may be granted to address, among other things, the recruiting or hiring of new employees and promotions, such awards will not be made to executive officers if the Committee is aware that the executive officers are in possession of material, non-public information, or during quarterly or other specified “blackout” periods.
•		The Compensation Committee has established that stock options are granted only on the date the Compensation Committee approves the grant and with an exercise price equal to the fair market value on the date of grant.
•		Backdating of stock options is prohibited.

Stock Ownership Guidelines

We believe that by encouraging our executives to maintain a meaningful equity interest in our company, we will align the interests of our executives with those of our stockholders. Mr. Hermance is required to hold a multiple of five times his base salary in our stock. The multiple for Messrs. Molinelli, Chlebek, Zapico, Jones and Hardin is three times base salary. Under our guidelines, an executive is expected to reach his or her stock ownership requirement within five years of being promoted to his or her position. As of December 31, 2008, each of our named executive officers, with the exception of Mr. Hardin, met his stock ownership guideline. Mr. Hardin’s stock ownership guideline increased when he was promoted, and he is on track to meet his stock ownership requirement within the required timeframe.

Ongoing and Post-employment Agreements

We have several plans and agreements addressing compensation for our named executive officers that accrue value as the executive continues to work for us, provide special benefits upon certain types of termination events and provide retirement benefits. These plans and agreements were adopted and, in some cases, amended at various times over the past 25 years, and were designed to be a part of a competitive compensation package. Not all plans apply to each named executive officer, and the participants are indicated in the discussion below.

•		The Employees’ Retirement Plan – This plan is a tax-qualified defined benefit plan available to all U.S.-based salaried employees who commenced employment with us prior to January 1, 1997. The plan pays annual benefits based on final average plan compensation and years of credited service. The amount of compensation that can be taken into account is subject to limits imposed by the Internal Revenue Code ($230,000 in 2008), and the maximum annual benefits payable under the plan also are subject to Internal Revenue Code limits ($185,000 in 2008). Messrs. Hermance, Molinelli, Zapico and Jones participate in The Employees’ Retirement Plan. See the Pension Benefits table and accompanying narrative for additional information.
•		The Retirement and Savings Plan – This is a tax-qualified defined contribution plan under which our participating employees may contribute a percentage of specified compensation on a pretax basis. In the case of highly compensated employees, including the named executive officers, contributions of up to ten percent of eligible compensation can be made, subject to a limit mandated by the Internal Revenue Code, which was $15,500 for 2008, or, if the participant was at least 50 years old, $20,500. We provide a matching contribution equal to one-third of the first six percent of compensation contributed, subject to a maximum of $1,200. A participant may invest the participant’s contributions and matching contributions in one or more of a number of investment alternatives, including our Common Stock, and the value of a participant’s account will be determined by the investment performance of the participant’s account. No more than 25 percent of a participant’s contributions can be invested in our Common Stock. All of the named executive officers participate in The Retirement and Savings Plan. Our matching contributions are included in the “All Other Compensation” column of the Summary Compensation Table.
•		Retirement Feature of The Retirement and Savings Plan – The Retirement Feature is available to participants in The Retirement and Savings Plan who meet specified criteria, including ineligibility to participate in any of our defined benefit plans. Messrs. Chlebek and Hardin participate in the Retirement Feature. We make retirement contributions based on the total of a participant’s age plus years of service. For Messrs. Chlebek and Hardin, we contributed an amount equal to five percent of their compensation subject to Social Security taxes and seven percent of their additional compensation. We also make an employer incentive retirement contribution equal to one percent of a participant’s eligible compensation if the participant is contributing at least six percent of his or her compensation under the Retirement and Savings Plan. See the notes to the “All Other Compensation” column of the Summary Compensation Table for further information regarding our contributions to the Retirement Feature for the accounts of Messrs. Chlebek and Hardin.
•		Supplemental Executive Retirement Plan (“SERP”) – This plan is a non-qualified deferred compensation plan that provides benefits for executives to the extent that their compensation cannot be taken into account under our tax-qualified plans because the compensation exceeds limits imposed by the Internal Revenue Code. We refer to the compensation that exceeds these limits as “excess compensation.” For 2008, compensation in excess of $230,000 constitutes excess compensation. Under the SERP, each year we credit to the account of a participant an amount equal to 13% of the executive’s excess compensation, which is then deemed to be invested in our Common Stock. Payout of an executive’s account, which is subject to tax liability, occurs upon termination of the executive’s employment and is made in shares of our Common Stock. Therefore, the ultimate value of the shares paid out under the SERP will depend on the performance of our Common Stock during the period an executive participates in the SERP. All of the named executive officers participate in the SERP. See the Non-qualified Deferred Compensation table and accompanying narrative for additional information.

•		Deferred Compensation Plan – This plan provides an opportunity for executives to defer payment of their short-term incentive award to the extent that such award, together with other relevant compensation, constitutes excess compensation. In advance of the year in which the short-term incentive award will be paid, an executive may elect to defer all or part of his eligible incentive award into a notional investment in our Common Stock, in an interest-bearing account or in both. A participant generally may elect to have the value of his or her account distributed following retirement, either in a lump sum or in up to five annual installments, or in the form of an in-service distribution, payable either in a lump sum or in up to four annual installments commencing on a date specified by the participant in his or her distribution election. Payments may commence sooner upon the participant’s earlier separation from service, upon the death of the participant, in the event of an unforeseeable financial emergency or upon a change of control. Payments from the notional Common Stock fund are made in shares of our Common Stock, while payments from the interest-bearing account are paid in cash. Messrs. Hermance, Molinelli and Chlebek participate in the Deferred Compensation Plan. See the Non-qualified Deferred Compensation table and accompanying narrative for additional information.
•		Supplemental Senior Executive Death Benefit Program – Under this program, Messrs. Hermance and Molinelli have entered into agreements that require us to pay death benefits to their designated beneficiaries and to pay benefits to them under certain circumstances during their lifetimes. If a covered executive dies before retirement or before age 65 while on disability retirement, the executive’s beneficiary will receive monthly payments of up to $8,333 from the date of the executive’s death until the date he or she would have attained age 80. If a covered executive retires, or reaches age 65 while on disability retirement, the Program provides for a maximum benefit of $100,000 per year for a period of 10 years. We have purchased insurance policies on the lives of Messrs. Hermance and Molinelli to fund our obligations under the program. See the Pension Benefits table and accompanying narrative for additional information.
•		2004 Executive Death Benefit Plan – This plan provides for retirement benefits or, if the executive dies before retirement, a death benefit. Generally, if the executive dies before retirement, the executive’s beneficiary will receive a monthly payment of $8,333 until the participant would have reached age 80. If the executive retires (either at age 65 or after attaining age 55 with at least five years of service) the executive will be entitled to receive a distribution based on the value of his account in the plan, which is determined by gains or losses on, and death benefits received under, a pool of insurance policies that we own covering the lives of participants. Messrs. Chlebek, Zapico, Jones and Hardin participate in this plan. See the Non-qualified Deferred Compensation table and accompanying narrative for further information.
•		Change of Control Agreements – We have change of control agreements with each of our executive officers, which are described under “Potential Payments Upon Termination or Change of Control.” We entered into these change of control agreements so that our executives can focus their attention and energies on our business during periods of uncertainty that may occur due to a potential change of control. In addition, we want our executives to support a corporate transaction involving a change of control that is in the best interests of our stockholders, even though the transaction may have an effect on the executive’s continued employment with us. We believe these arrangements provide an important incentive for our executives to remain with us. Our agreement with each executive other than Mr. Hermance provides for payments and other benefits to the executive if we terminate the executive’s employment without cause or if the executive terminates employment for “good reason” within two years following a change of control. Mr. Hermance’s change of control agreement differs from those of the other named executive officers with respect to the amount of the payment and the scope of the benefits upon the change of control events and does not have the two-year limit applicable to the other executives following the change of control. Given the critical nature of his role as Chief Executive, his tenure with us, and our interest in retaining his services, we believe that it is appropriate to provide Mr. Hermance with this protection so that he is free to focus all of his attention on the growth and future of the Company, even in a period following a change of control. We believe that the incentive provided by these additional benefits is well worth any potential cost. For these same reasons, we also have agreed to provide payments and other benefits to Mr. Hermance if, outside of the context of a change of control, we terminate his employment without cause or he terminates his employment for good reason. In addition, Mr. Hermance’s agreement differs from the other agreements with respect to payments that exceed the limitations under Section 280G of the Internal Revenue Code. The other executives’ agreements limit the payments made upon a change of control to the maximum amount that may be paid without an excise tax and loss of corporate tax deduction under Sections 4999 and 280G of the Internal Revenue Code. Mr. Hermance’s agreement does not contain this limitation and instead provides that if the total payments to Mr. Hermance under

the terms of the agreement are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we will make an additional payment to Mr. Hermance. This payment is designed so that, after payment of all excise taxes and any other taxes payable in respect of the additional payment, Mr. Hermance will retain the same amount as if no excise tax had been imposed. See “Tax Considerations” below for further information regarding the excise tax reimbursement.

Tax Considerations

Under Section 162(m) of the Internal Revenue Code, a publicly held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation made to the chief executive officer and other officers listed on the Summary Compensation Table. Our policy is generally to preserve the federal income tax deductibility of compensation paid to our executives, and certain of our equity awards have been structured to preserve deductibility under Section 162(m). Nevertheless, we retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of our company. The compensation paid to our executives in 2008 was deductible, except for the portion resulting from vested shares. Though not deductible, the vesting of shares under the provisions of our stock award program aligns our executives’ interests with the interests of our stockholders, and serves as a retention incentive.

As noted above, under Mr. Hermance’s change of control agreement, our payments to Mr. Hermance will not be subject to limitations under Section 280G of the Internal Revenue Code, and therefore a portion of the payments will not be deductible. In addition, we will make an additional payment to Mr. Hermance if payments to him resulting from a change of control are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. We did not wish to have the provisions of Mr. Hermance’s agreement serve as a disincentive to his pursuit of a change of control that otherwise might be in the best interests of our company and its stockholders. Accordingly, we determined to provide a payment to reimburse Mr. Hermance for any excise taxes payable in connection with the change-of-control payment, as well as any taxes that accrue as a result of our reimbursement. We believe that, in light of Mr. Hermance’s outstanding record in enhancing value for our stockholders, this determination is appropriate.

Role of Executive Officers in Determining Executive Compensation For Named Executive Officers

In connection with 2008 compensation, Mr. Hermance, aided by our human resources department, provided statistical data and recommendations to the Compensation Committee to assist it in determining compensation levels. Mr. Hermance did not make recommendations as to his own compensation. While the Compensation Committee utilized this information, and valued Mr. Hermance’s observations with regard to other executive officers, the ultimate decisions regarding executive compensation were made by the Compensation Committee.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis required by Securities and Exchange Commission regulations. Based on its review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted,

The Compensation Committee:
Charles D. Klein, Chairperson
James R. Malone
Elizabeth R. Varet

Dated: March 13, 2009

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE — 2008

The following table provides information regarding the compensation of our Chief Executive Officer, Chief Financial Officer and other four most highly compensated executive officers.

																										Change in
																										Pension Value
																										and
																										Nonqualified
																										Deferred
																						Non-Equity				Compensation
														Stock				Option				Incentive Plan				Earnings				All Other
Name and														Awards				Awards				Compensation				(Losses)				Compensation
Principal Position		Year				Salary				Bonus				(1)				(2)				(3)				(4)				(5)				Total
Frank S. Hermance			2008			$	800,000			$	320,984			$	8,658,008			$	1,226,110			$	878,016			$	79,223			$	297,082			$	12,259,423
Chairman of the Board			2007				740,000				296,000				3,683,817				1,236,216				851,000				92,024				417,117				7,316,174
and Chief Executive			2006				700,000				280,000				3,119,931				1,291,890				952,000				84,247				383,942				6,812,010
Officer
John J. Molinelli			2008				390,000				107,303				317,062				312,415				260,697				121,235				78,828				1,587,540
Executive Vice President–			2007				355,000				97,000				391,942				304,350				277,000				75,213				74,396				1,574,901
Chief Financial Officer			2006				330,000				89,000				237,695				330,469				308,000				107,293				87,815				1,490,272
Robert W. Chlebek			2008				330,000				43,261				228,258				468,882				219,739				(284,603	)			81,493				1,087,030
President–Electronic			2007				310,000				41,000				301,166				273,327				232,000				186,846				80,032				1,424,371
Instruments			2006				300,000				19,600				189,323				276,087				250,400				133,889				69,833				1,239,132
(Retired 12/31/08)
David A. Zapico			2008				337,500				43,316				251,961				241,297				258,684				(38,133	)			72,529				1,167,154
President–Electronic			2007				310,000				41,000				309,247				230,712				296,000				35,318				74,518				1,296,795
Instruments			2006				285,000				19,700				186,411				201,292				323,300				26,117				71,183				1,113,003
Timothy N. Jones			2008				300,000				39,628				186,925				180,829				139,372				(60,899	)			41,869				827,724
President–			2007				277,000				32,900				209,992				161,785				192,100				65,612				43,799				983,188
Electromechanical Group			2006				247,527				21,400				118,078				141,703				222,600				42,084				44,954				838,346
John W. Hardin			2008				277,250				47,454				138,506				125,448				150,746				(37,021	)			194,863				897,246
President–Electronic Instruments (Elected 7/23/08)

(Footnotes continue on following page.)

	•		our contributions under our defined contribution plans, including our Supplemental Executive Retirement Plan, as follows: Mr. Hermance, $231,170; Mr. Molinelli, $69,840; Mr. Chlebek, $63,750; Mr. Zapico, $54,435; Mr. Jones, $33,570; and Mr. Hardin, $39,458.
	•		dividends on restricted stock and the interest on the dividend balance, which totaled $26,194 for Mr. Hermance, and are subject to forfeiture if the related restricted stock does not vest.
	•		perquisites, which totaled $38,365 for Mr. Hermance; $11,872 for Mr. Chlebek; $12,809 for Mr. Zapico; and $152,433 for Mr. Hardin. Perquisites included automobile allowances for all of the named executive officers, country club dues for Mr. Hermance, and relocation expense reimbursement for Mr. Hardin (in the amount of $145,386).

GRANTS OF PLAN-BASED AWARDS — 2008

The following table provides details regarding plan-based awards granted to the named executive officers in 2008.

																						All Other
																		All Other				Option
																		Stock				Awards:
																		Awards:				Number of								Grant Date
						Estimated Possible Payouts Under												Number of				Securities				Exercise or				Fair Value of
						Non-Equity Incentive Plan												Shares of				Underlying				Base Price				Stock and
		Grant				Awards(1)												Stock or				Options				of Option				Option
Name		Date				Threshold				Target				Maximum				Units				(4)				Awards				Awards (5)
Frank S.			2/22/08				—			$	640,000			$	1,280,000				—				—				—				N/A
Hermance			4/23/08				—				—				—				35,610	(2)			129,490			$	48.60			$	2,971,160
John J.			2/22/08				—				213,600				427,200				—				—				—				N/A
Molinelli			4/23/08				—				—				—				9,590	(2)			34,870				48.60				800,129
Robert W.			2/22/08				—				193,500				387,000				—				—				—				N/A
Chlebek			4/23/08				—				—				—				5,480	(2)			19,930				48.60				457,257
David A.			2/22/08				—				205,200				410,400				—				—				—				N/A
Zapico			4/23/08				—				—				—				6,850	(2)			24,910				48.60				571,548
Timothy N.			2/22/08				—				175,500				351,000				—				—				—				N/A
Jones			4/23/08				—				—				—				5,480	(2)			19,930				48.60				457,257
John W.			4/23/08				—				53,760				107,520				2,671	(2)			9,712				48.60				222,852
Hardin			7/23/08				—				89,100				178,200				4,000	(3)			—				—				198,680

(Footnotes continue on following page.)

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2008

The following table provides details regarding outstanding equity awards for the named executive officers at December 31, 2008.

		Option Awards (1)																				Stock Awards (2)
						Number of				Number of												Number of				Market
						Securities				Securities												Shares or				Value of
						Underlying				Underlying												Units of				Shares or
						Unexercised				Unexercised				Option				Option				Stock That				Units of Stock That
		Option				Options				Options				Exercise				Expiration				Have Not				Have Not
Name		Grant Date				Exercisable				Unexercisable				Price				Date				Vested				Vested (3)
Frank S.			5/22/2002				210,000				—			$	12.54667				5/21/2009				113,450			$	3,427,325
Hermance			5/20/2003				240,000				—				12.04167				5/19/2010
			5/18/2004				178,995				—				17.45000				5/17/2011
			9/22/2004				84,127				—				20.27000				9/21/2011
			4/27/2005				97,931				32,644				25.28667				4/26/2012
			4/26/2006				63,307				63,308				33.26667				4/25/2013
			4/24/2007				31,887				95,663				36.44000				4/23/2014
			4/23/2008				—				129,490				48.60000				4/22/2015
John J.			5/20/2003				90,000				—				12.04167				5/19/2010				27,615				834,249
Molinelli			5/18/2004				39,375				—				17.45000				5/17/2011
			9/22/2004				37,020				—				20.27000				9/21/2011
			4/27/2005				20,902				6,968				25.28667				4/26/2012
			4/26/2006				13,995				13,995				33.26667				4/25/2013
			4/24/2007				7,687				23,063				36.44000				4/23/2014
			4/23/2008				—				34,870				48.60000				4/22/2015
Robert W.			9/22/2004				7,050				—				20.27000				9/21/2011				18,470				557,979
Chlebek			4/27/2005				—				6,034				25.28667				4/26/2012
			4/26/2006				—				11,243				33.26667				4/25/2013
			4/24/2007				—				15,000				36.44000				4/23/2014
			4/23/2008				—				19,930				48.60000				4/22/2015
David A.			5/18/2004				7,500				—				17.45000				5/17/2011				21,650				654,047
Zapico			9/22/2004				18,200				—				20.27000				9/21/2011
			4/27/2005				17,111				5,704				25.28667				4/26/2012
			4/26/2006				11,242				11,243				33.26667				4/25/2013
			4/24/2007				6,430				19,290				36.44000				4/23/2014
			4/23/2008				—				24,910				48.60000				4/22/2015
Timothy N.			5/18/2004				8,170				—				17.45000				5/17/2011				18,470				557,979
Jones			9/22/2004				20,565				—				20.27000				9/21/2011
			4/27/2005				7,560				2,520				25.28667				4/26/2012
			4/26/2006				11,242				11,243				33.26667				4/25/2013
			4/24/2007				5,000				15,000				36.44000				4/23/2014
			4/23/2008				—				19,930				48.60000				4/22/2015
John W.			9/22/2004				5,876				—				20.27000				9/21/2011				13,410				405,116
Hardin			4/27/2005				—				3,203				25.28667				4/26/2012
			4/26/2006				—				6,099				33.26667				4/25/2013
			4/24/2007				—				7,415				36.44000				4/23/2014
			4/23/2008				—				9,712				48.60000				4/22/2015

						Number of Shares or								Price-Related Event
						Units of Stock That								for Accelerated
Name		Grant Date				Have Not Vested				Vesting Date				Vesting*
Frank S. Hermance			4/26/2006				37,500				4/26/2010			$	66.14
			4/24/2007				40,340				4/24/2011				72.88
			4/23/2008				35,610				4/23/2012				97.20
John J. Molinelli			4/26/2006				8,295				4/26/2010				66.14
			4/24/2007				9,730				4/24/2011				72.88
			4/23/2008				9,590				4/23/2012				97.20
Robert W. Chlebek			4/26/2006				6,660				4/26/2010				66.14
			4/24/2007				6,330				4/24/2011				72.88
			4/23/2008				5,480				4/23/2012				97.20
David A. Zapico			4/26/2006				6,660				4/26/2010				66.14
			4/24/2007				8,140				4/24/2011				72.88
			4/23/2008				6,850				4/23/2012				97.20
Timothy N. Jones			4/26/2006				6,660				4/26/2010				66.14
			4/24/2007				6,330				4/24/2011				72.88
			4/23/2008				5,480				4/23/2012				97.20
John W. Hardin			4/26/2006				3,612				4/26/2010				66.14
			4/24/2007				3,127				4/24/2011				72.88
			4/23/2008				2,671				4/23/2012				97.20
			7/23/2008				4,000				7/23/2012				99.34

OPTION EXERCISES AND STOCK VESTED — 2008

The following table provides information regarding option exercises and vesting of restricted stock awards for the named executive officers in 2008.

		Option Awards								Stock Awards
		Number of								Number of
		Shares Acquired				Value Realized				Shares Acquired on				Value Realized
Name		on Exercise				on Exercise (1)				Vesting				on Vesting (2)
Frank S. Hermance			—				—				571,080			$	30,616,037
John J. Molinelli			82,500			$	3,041,111				9,840				527,530
Robert W. Chlebek			48,893				1,054,089				8,520				456,764
David A. Zapico			32,500				1,029,879				8,055				431,835
Timothy N. Jones			6,750				212,344				3,570				191,390
John W. Hardin			22,148				516,704				4,530				242,857

PENSION BENEFITS — 2008

We have the following defined benefit plans in which some or all of our named executive officers participate:

	•		The Employees’ Retirement Plan — This plan is a qualified defined benefit pension plan that provides retirement benefits to our U.S.-based salaried employees who commenced employment with us prior to January 1, 1997. The plan pays benefits based upon eligible final average plan compensation and years of credited service. Compensation in excess of a specified amount prescribed by the Department of the Treasury ($230,000 for 2008) is not taken into account under the Retirement Plan. Messrs. Chlebek and Hardin, who joined us after January 1, 1997, are not eligible to participate in The Employees’ Retirement Plan, but instead are eligible to participate in the Retirement Feature of the AMETEK Retirement and Savings Plan, a defined contribution plan.
			Annual benefits earned under The Employees’ Retirement Plan are computed using the following formula:

(A + B) x C x 1.02

where:

	•		A = 32.0% of eligible compensation not in excess of Social Security covered compensation plus 40.0% of eligible compensation in excess of Social Security covered compensation, times credited service at the normal retirement date (maximum of 15 years) divided by 15;
	•		B = 0.5% of eligible plan compensation times credited service at the normal retirement date in excess of 15 years (maximum of ten years); and
	•		C = current credited service divided by credited service at the normal retirement date.

Participants may retire as early as age 55 with 10 years of service. Unreduced benefits are available when a participant attains age 65 with 5 years of service. Otherwise, benefits are reduced 6.67% for each year by which pension commencement precedes the attainment of age 65. Pension benefits earned are distributed in the form of a lifetime annuity. Messrs. Hermance and Molinelli are eligible for early retirement under the plan.

•

Supplemental Senior Executive Death Benefit Program — Under this program, we have entered into individual agreements with Messrs. Hermance and Molinelli that require us to pay death benefits to their designated beneficiaries and to pay lifetime benefits to them under specified circumstances. If a covered executive dies before retirement or before age 65 while on disability retirement, the executive’s beneficiary will receive monthly payments of up to $8,333 from the date of the executive’s death until the date he would have attained age 80. If a covered executive retires, or reaches age 65 while on disability retirement, the program provides for an annual benefit of up to a maximum of $100,000 per year, or an aggregate of $1,000,000. The benefit is payable monthly over a period of ten years to the executive or the executive’s beneficiary. The payments will commence for retirees at age 70 or death, whichever is earlier. However, if the executive retires after age 70, the payments commence on retirement. To fund benefits under the Program, we have purchased individual life insurance policies on the lives of certain of the covered executives. We retain the right to terminate all of the Program agreements under designated circumstances.

The following table provides details regarding the present value of accumulated benefits under the plans described above for the named executive officers in 2008.

						Present
				Number of Years		Value of
				Credited Service		Accumulated		Payments During
Name		Plan Name		at December 31, 2008		Benefit (1)		2008
Frank S. Hermance		The Employees’ Retirement Plan		17		$593,100		—
		Supplemental Senior Executive Death Benefit Plan		12		394,500		—
John J. Molinelli		The Employees’ Retirement Plan		39		934,500		—
		Supplemental Senior Executive Death Benefit Plan		12		316,500		—
Robert W. Chlebek		N/A		N/A		N/A		—
David A. Zapico		The Employees’ Retirement Plan		19		123,300		—
Timothy N. Jones		The Employees’ Retirement Plan		29		295,200		—
John W. Hardin		N/A		N/A		N/A		—

NON-QUALIFIED DEFERRED COMPENSATION — 2008

We have the following non-qualified deferred compensation plans in which our named executive officers participate:

	•		Supplemental Executive Retirement Plan (“SERP”) — This plan provides benefits for executives to the extent that their compensation cannot be taken into account under our tax-qualified plans because the compensation exceeds limits imposed by the Department of the Treasury ($230,000 in 2008). Under the SERP, each year we credit to the account of a participant an amount equal to 13% of the executive’s compensation that exceeds the Department of the Treasury limits, which is then deemed to be invested in our Common Stock. Payout of an executive’s account occurs upon termination of the executive’s employment and is made in shares of our Common Stock. Therefore, the ultimate value of the shares paid out under the SERP will depend on the performance of our Common Stock during the period an executive participates in the SERP.
	•		Deferred Compensation Plan — This plan provides an opportunity for executives to defer payment of their short-term incentive award to the extent that such award, together with other relevant compensation, exceeds limits imposed by the Department of the Treasury ($230,000 in 2008). In advance of the year in which the short-term incentive award will be paid, an executive may elect to defer all or part of his eligible incentive award. The monies are invested in one of two notional accounts, a Common Stock fund and an interest-bearing fund. A participant generally may elect to have the value of his or her account distributed following retirement, or while in service, as specified by the participant in his or her deferral election. Payments may commence earlier upon the participant’s earlier separation from service, upon the death of the participant, in the event of an unforeseeable financial emergency or upon a change of control, as defined in the plan. Payments from the notional Common Stock fund are made in shares of our Common Stock, while payments from the interest-bearing account are paid in cash.
	•		2004 Executive Death Benefit Plan — Under this plan, we provide a retirement benefit to Messrs. Chlebek, Zapico, Jones and Hardin. The retirement benefit under this plan is designed to provide the lump sum necessary to deliver 20% of the executive’s final projected annual salary paid annually for 10 years, on a present value basis at age 70. However, the actual benefit will vary based on the gains and losses from the underlying investments in a pool of insurance policies that we own covering the lives of the participants; and on death benefits received from these same policies. The maximum salary on which the benefit can be based is $500,000. If the covered executive dies while actively employed or while disabled and before age 65, the executive’s beneficiaries will receive monthly payments from the date of the executive’s death until the executive would have attained age 80.

The following table provides details regarding non-qualified deferred compensation for the named executive officers in 2008.

		Executive				Registrant				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings (Losses) in				Withdrawals/				Aggregate Balance at
Name		Last Fiscal Year				Last Fiscal Year (1)				Last Fiscal Year (2)				Distributions				Last Fiscal Year-End (3)
Frank S. Hermance		$	1,130,369			$	229,970			$	(1,655,436	)			—			$	12,960,210
John J. Molinelli			184,289				68,640				(690,548	)			—				2,929,359
Robert W. Chlebek			180,258				48,490				(658,467	)			—				1,697,918
David A. Zapico			—				53,235				(220,199	)			—				379,809
Timothy N. Jones			—				32,370				(172,629	)			—				205,737
John W. Hardin			—				26,498				(74,502	)			—				94,541