AMETEK, Inc. Supplemental Executive Retirement Plan, amended and restated as of October 1, 2018

Article 1. Purpose

1.01     Purpose

1.02     Effective Date

Article 2. Definitions and Construction

2.01     Definitions

2.02     Construction

Article 3. Eligibility and Participation

3.01     Eligibility

3.02     Participation

Article 4. Accounts

4.01     Accounts and Sub-Accounts

4.02     Amounts Allocated to Account

4.03     Earnings on Accounts

4.04     Vesting of Account

4.05     No Actual Investment

4.06     Distribution from Sub-Accounts

Article 5. Payment of Account

5.01     Payment Upon Separation from Service

5.02     Payment Upon Death of Participant

5.03     Administrative Acceleration or Delay of Payment

5.04     Withholding

5.05     Payment to Guardian

5.06     Effect of Payment

Article 6. Beneficiary Designation

6.01     Beneficiary Designation

6.02     Changing Beneficiary

6.03     No Beneficiary Designation

Article 7. Administration

7.01     Committee Duties

7.02     Agents

7.03     Binding Effect of Decisions

7.04     Indemnity of Committee

Article 8. Claims Procedure

8.01     Claim

8.02     Denial of Claim

8.03     Review of Claim

8.04     Final Decision

Article 9. Amendment and Termination of Plan

9.01     Amendment

9.02     Company’s Right to Terminate

Article 10. Miscellaneous

10.01     Hypothetical Accounts

10.02     Company Obligation

10.03     Trust Fund

10.04     Nonassignability

10.05     Not a Contract of Employment

10.06     Governing Law

10.07     Severability

10.08     Headings

10.09     Notice

10.10     Successors.

EXHIBIT A

Account. “Account” means a hypothetical account established on the books of the Company pursuant to Section 4.01.

Annual Payment. “Annual Payment” means the annual amount paid with respect to one or more Sub-Accounts under the life annuity form of distribution, as determined under Section 5.01(d)(3).

Beneficiary. “Beneficiary” means the person, persons, or entity as designated by the Participant, entitled under Article 6 to receive any Plan benefit payable after the Participant’s death.

Board. “Board” means the Board of Directors of AMETEK, Inc.

Change in Control. A “Change in Control” shall occur if:

Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires ownership of stock of the Company that, together with the stock held by such Person or group of Persons, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if such Person or group of Persons is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company before this transfer of the Company’s stock, the acquisition of additional stock by the same Person or group of Persons shall not be considered to cause a Change in Control of the Company; or

Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group of Persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company. However, if such Person or group of Persons is considered to own 30 percent or more of the total voting power of the stock of the Company before this acquisition, the acquisition of additional control or stock of the Company by the same Person or group of Persons shall not cause a Change in Control of the Company; or

A majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election; or

Any one Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has

A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the transfer of assets;

A Person or more than one Person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or

An entity, at least 50 percent of the total value or voting power of which is owned directly or indirectly, by a person described in Section 2.01(e)(4)(C), above.

“Company” shall mean AMETEK, Inc., except that, if a Participant is employed by a majority-controlled subsidiary of the Company, for purposes of Sections 2.01(e)(1), 2.01(e)(2), and 2.01(e)(4), “Company” shall mean such subsidiary.

“Person” shall mean any individual or individuals other than the Participant, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan.

Code. “Code” means the Internal Revenue Code of 1986, as amended.

Committee. “Committee” means the committee appointed by the Board (or its delegee) to administer the Plan pursuant to Article 7.

Company. “Company” means AMETEK, Inc., a Delaware corporation, and each of its subsidiaries designated by the Board, which has elected to cover its Employees hereunder by resolution of its board of directors.

Compensation. “Compensation” means (1) if the Participant is accruing a benefit under a defined benefit retirement plan sponsored by the Company, compensation as defined in the Employees’ Retirement Plan of AMETEK, Inc., or (2) if the Participant is not accruing a benefit under a defined benefit retirement plan sponsored by the Company, compensation as defined in the AMETEK, Inc. Retirement and Savings Plan (or any successor plan); provided that in either case, compensation shall not include any special payments commencing on or after July 1, 2015.

Compensation Limit. “Compensation Limit” means the amount of Compensation that may be taken into account under a Retirement Plan by reason of the provisions of Section 401(a)(17) of the Code.

Effective Date. “Effective Date” means October 1, 2018.

Eligible Employee. “Eligible Employee” means an employee of the Company who is designated by the Committee, in its sole discretion, to be eligible to participate in the Plan pursuant to Section 3.01.

Excess Compensation. “Excess Compensation” means Compensation in excess of the Compensation Limit.

Investment Funds. “Investment Funds” means the separate deemed investment funds identified on Exhibit A of the Plan that a Participant may direct be used as a method to measure the growth of the Participant’s amounts credited to the Participant’s Account.

Participant. “Participant” means any Eligible Employee who satisfies the requirements set forth in Article 3. In the event of the death or incompetency of a Participant, the term shall mean the Participant’s personal representative or guardian.

Plan. “Plan” means the AMETEK, Inc. Supplemental Executive Retirement Plan as set forth herein and as it may be amended from time to time.

Plan Year. “Plan Year” means the 12-month period beginning on each January 1 and ending the following December 31.

Pre-2019 Sub-Account. “Pre-2019 Sub-Account” means a type of Sub-Account described in Section 4.01 that is established and maintained within each Account for the portion of any credit to the Participant’s Account that is attributable to Excess Compensation earned before January 1, 2019, and any earnings on such amounts.

Retirement. “Retirement” or “Retires” means a Participant’s Separation from Service with the Company (for reasons other than death) at or after attaining Retirement Age.

Retirement Age. “Retirement Age” means age 59¹⁄₂.

Separates from Service. “Separates from Service” or “Separation from Service” means separation from service within the meaning of section 409A of the Code.

Shares. “Shares” means shares of common stock of AMETEK, par value $.01 per share.

Sub-Account. “Sub-Account” means a hypothetical sub-account within an Account established on the books of the Company pursuant to Section 4.01.

Valuation Date. Effective October 1, 2018, “Valuation Date” means:

the distribution date if the distribution date is a business day; or

the next business day following the distribution date if the distribution date is not a business day (e.g., falls on a weekend or holiday).

October 1, 2018, “Valuation Date” means the last day of the Plan Year preceding the date of payment.

Year of Service. “Year of Service” means the 12-month period following the date that the Eligible Employee first performs an hour of service for the Company and each consecutive 12-month period following the anniversary of that date that is completed before the Participant Separates from Service.

the use of the masculine gender shall also include within its meaning the feminine and vice versa,

the use of the singular shall also include within its meaning the plural and vice versa, and

the word “include” shall mean to include without limitation.

General.

For Sub-Accounts other than a Pre-2019 Sub-Account: Unless otherwise elected pursuant to Section 5.01(b) or modified pursuant to Section 5.01(b)(2), a Participant who Retires shall receive his vested Account in the form of a lump sum on the later of (1) the January 31 following the Participant’s Retirement or (2) the first day of the seventh month following the Participant’s Retirement; provided that if a Participant dies after Retirement and before the foregoing distribution date, his Account shall be paid on the first day of the month coincident with or next following the date of the Participant’s death.

For a Participants’ Pre-2019 Sub-Account: a Participant’s vested Account shall be paid in one lump sum on the first day of the month coincident with or next following the date that is six (6) months after the date of the Participant’s Separation from Service; provided that if the Participant dies after Separation from Service and before the date that is six (6) months after the date of the Participant’s Separation from Service, his Account shall be paid on the first day of the month coincident with or next following the date of the Participant’s death. A Participant’s Pre-2019 Sub-Account is not eligible for a different time or form of payment pursuant to Section 5.01(b) or modification pursuant to Section 5.01(c).

Distribution Election. A Participant may elect a form or time of payment other than those provided in Section 5.01(a) for a Sub-Account other than a Pre-2019 Sub-Account, by filing a distribution election form for the Sub-Account with the Committee no later than the last day of the Plan Year preceding the Plan Year in which the Participant earns the Excess Compensation on which the credit to the Sub-Account will be based. The distribution election shall determine the time and manner of the distribution from the Participant’s Sub-Account under this Section 5.01 if the Participant Retires, unless the election is modified pursuant to Section 5.01(c).

Optional Forms of Distribution. A Participant who does not wish to receive a Sub-Account in the form of a lump sum may elect to receive the Sub-Account in one of the following forms:

Up to fifteen (15) annual installments.

A life annuity with annual payments.

Optional Times for Distribution. A Participant who does not wish to receive a Sub-Account as provided in Section 5.01(a) may elect for distribution of the Sub-Account to commence on January 31 of the second, third, fourth or fifth Plan Year following the Participant’s Retirement.

Modification of Distribution Election. After making his initial distribution election pursuant to Section 5.01(b) or with respect to a Sub-Account that is subject to the default distribution rule set forth in Section 5.01(a), a Participant may file an election with the Committee, in a form satisfactory to the Committee, to modify the payment date or to modify the form of distribution (including to elect a greater (but not lesser) number of installments; provided, however, that such election:

is filed with the Committee at least twelve (12) months prior to the date of the first scheduled payment;

is not effective until at least twelve (12) months after the date on which the election is made;

defers the lump sum payment, the first installment payment, or the first annuity payment, with respect to which such election is made for a period of not less than five (5) years from the date such payment would have otherwise been made;

does not accelerate commencement of payment of the Sub-Account; and

does not request a fixed number of annual installments that exceeds fifteen (15).

Amount of Payments.

Lump Sum. Any lump-sum benefit payable from a Sub-Account in accordance with this Section 5.01 shall be paid in an amount equal to the value of the Sub-Account as of the Valuation Date.

Installment Payments. If annual installments are elected for a Sub-Account in accordance with this Section 5.01, the amount of the first annual installment payment shall equal (A) the value of the Sub-Account as of the Valuation Date, divided by (B) the number of annual installment payments elected by the Participant. The remaining annual installments shall be paid on January 31 of each succeeding Plan Year in an amount equal to (C) the value of the Sub-Account as of the Valuation Date divided by (D) the number of installments remaining.

Life Annuity. If a life annuity is elected for a Sub-Account in accordance with this Section 5.01, each Annual Payment will equal the annual amount that would be payable if the Participant used the balance of the Sub-Account to purchase a commercial annuity, selected by the Committee in its sole discretion, based on the Participant’s life and the applicable commencement date. The Committee may determine an aggregate Annual Payment with respect to all Sub-Accounts for which the Participant elected an annuity commencing on the same date by determining the annual amount that would be payable if the Participant used the aggregate balances of the Sub-Accounts to purchase a single commercial annuity based on the Participant’s life and the applicable commencement date. For purposes of this Section 5.01(d)(3), the

Benefits Upon Separation from Service. Any Sub-Account (other than a Pre-2019 Sub-Account) of a Participant who Separates from Service (other than by reason of the Participant’s death or Retirement) before Retirement Age shall be distributed in a lump sum on the later of (1) the January 31 following the Participant’s Separation from Service or (2) the first day of the seventh month after the Participant’s Separation from Service.

Medium of Payment. A Participant’s vested Account shall be paid in cash, except that a Participant may elect to receive deemed investments in Shares (including deemed investments in the AMETEK Company Stock Fund) in Shares. The certificate(s) for the Shares (if any) shall be issued in the name of the Participant, provided that the Company shall issue the certificate(s) in the names of the Participant and his spouse if the Participant so elects before the first day of the month next following his Separation from Service.

the Participant’s surviving spouse;

the Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves surviving issue, then such issue shall take by right of representation the share the deceased child would have taken if living; or

the Participant’s estate.

the reasons for denial, with specific reference to the Plan provisions on which the denial is based;

a description of any additional material or information required and an explanation of why it is necessary; and

an explanation of the Plan’s claim review procedure, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA if the claim denial is denied (in whole or in part) on appeal.

Deemed Investment of New Credits. New amounts credited as of the last day of a Plan Year pursuant to Section 4.02 shall be deemed to be invested in whole and fractional Shares based on the average closing price of the Shares on the principal exchange on which the Shares are traded for the first ten (10) trading days of December preceding the deemed investment.

Deemed Investment of Hypothetical Dividends. Hypothetical dividends on the Shares allocated to a Participant’s Account shall be credited to a Participant’s Account during a Plan Year at the same time(s) that dividends are actually paid on Shares. Hypothetical dividends shall be deemed to be invested in additional Shares as of the last business day of the Plan Year in which they are credited based on the closing price of the Shares on the principal exchange on which the Shares are traded for the first ten (10) trading days of December preceding the deemed investment.

Valuation of Hypothetical Shares. The value of Shares allocated to a Participant’s Account pursuant to paragraphs (a) and (b), immediately above, shall be adjusted as of the last day of each Plan Year (after the Plan Year in which they are initially allocated) based on the closing price of the Shares on the last business day of the Plan Year. Deemed dividends on the shares allocated to the AMETEK Fund shall be credited to the Fund during a Plan Year when dividends are actually paid on shares of Shares and shall be deemed to be invested in additional shares of Share on the last business day of such Plan Year based on the closing price of the shares on the principal exchange on which the shares are traded for the first 10 trading days of December preceding the deemed investment.

“AMETEK Retirement and Savings Plan Investment Options”: The deemed investments in the investment funds offered under the AMETEK, Inc. Retirement and Savings Plan, including the AMETEK Company Stock Fund.

Unitized shares in the AMETEK Company Stock Fund equal to the deemed value of the Participant’s hypothetical investment in Shares in the AMETEK Fund on the Closing Date, determined using the closing price of the shares on the principal exchange on which the shares are traded as of the Closing Date; and

Unitized shares in the AMETEK Company Stock Fund equal to the deemed value of the Participant’s Transferred Dividend Credits divided by the closing price of the unitized shares as of the Closing Date.

The “Interest Fund” which shall be deemed to earn compound interest on principal at one and one-half percent higher than the 10-year Treasury Note rate as set forth in The Wall Street Journal as of each business day.

“Account” means a bookkeeping account established pursuant to Section 3.5 which reflects the amount standing to the credit of the Participant under the Plan.

“Administrator” means a committee consisting of AMETEK’s Chief Executive Officer, Chief Financial Officer and Corporate Counsel or such person or persons appointed by the Board, who shall administer the Plan.

“Beneficiary” means the person or persons designated by the Participant in writing, in the manner specified by the Administrator, to receive the Participant’s Supplemental Benefit due under the Plan in the event of the Participant’s death as provided in Section 4.2.

“Board” means the Board of Directors of AMETEK

“Code” means the Internal Revenue Code of 1986, as amended

“Company” means AMETEK and each of its subsidiaries designated by the Board, which has elected to cover its Employees hereunder by resolution of its board of directors.

“Compensation” means compensation as defined in a Retirement Plan for purposes of determining a Participant’s accrued benefit, after reduction by the amount of the Compensation Limit, but taking into account the amount of any severance benefits (except a lump sum) and bonuses accrued for a Participant for any Plan Year whether or not any such compensation is deferred under a deferral plan of the Company

“Compensation Limit” means the amount of Compensation that may be taken into account under a Retirement Plan by reason of the provisions of Section 401(a)(17) of the Code.

“Effective Date” means May 1, 1997.

“Employee” means any individual employed by the Company on the Effective Date or thereafter in an executive capacity on a regular, full-time basis and who is a member of a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA. Individuals employed by the Company in a casual or temporary capacity (i.e., those hired for a specific job of limited duration) and individuals characterized as “leased employees,” within the meaning of Section 414 of the Code, or persons characterized by the Company as “independent contractors,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court, shall not be considered “Employees” for the purposes of the Plan. Any change of characterization of an individual shall, unless determined otherwise by the Board, take effect on the actual date of such change without regard to any retroactive recharacterization.

“Investment Funds” means the separate deemed investment funds identified on Exhibit A of the Plan as amended and restated on or after October 1, 2018 (“Exhibit A”) that a Participant may direct be used as a method to measure the growth of the Participant’s amounts credited to the Participant’s Account, and transfers of deemed investments in the investment funds in effect on September 28, 2018, to those in effect on October 1, 2018, shall occur as described in Exhibit A.

“Participant” means any Employee who satisfies the eligibility requirements set forth in Article 2. In the event of the death or incompetency of a Participant, the term shall mean the Participant’s personal representative or guardian.

“Plan” means the AMETEK, Inc. Supplemental Executive Retirement Plan as set forth herein and as it may be amended from time to time.

“Plan Year” means the period commencing on January 1, 1997 and ending on December 31, 1997 and each calendar year thereafter.

“Retirement Plan” means the Employees’ Retirement Plan of AMETEK, Inc., the Employees’ Retirement Plan of AMETEK Aerospace Products, Inc., the Specialty Metal Products Division of AMETEK Employees’ Pension Plan or the Retirement Feature of The AMETEK, Inc. Savings and Investment Plan, either collectively or individually, as required by the context.

“Separates from Employment” means the Employee’s termination of employment from the Company for any reason Except as otherwise provided herein, a Separation from Employment shall be deemed to have occurred on the last day of the Employee’s service to the Company but taking into account any compensation continuation arrangement or severance benefit arrangement that may be applicable.

“Shares” means shares of common stock of AMETEK, par value $.01 per share.

“Supplemental Benefit” means a supplemental retirement benefit calculated under Article 3 as of any date of reference.

“Valuation Date” means, effective October 1, 2018, (1) the distribution date if the distribution date is a business day; or (2) the next business day following the distribution date if the distribution date is not a business day (e.g., falls on a weekend or holiday). Before October 1, 2018, “Valuation Date” means the last day of the Plan Year preceding the date of payment.

Any Employee on the Effective Date whose compensation from the Company is (i) in excess of the limitation imposed by Code Section 401(a)(17) or (ii) not fully taken into account in determining the Employee’s benefit under a Retirement Plan by reason of the rules imposed under Code Section 401(a)(4), shall be a Participant in the Plan so long as the Employee is participating in a Retirement Plan or would be so eligible if the Employee had sufficient service.

An Employee who becomes a participant in a Retirement Plan after the Effective Date, or would be so eligible if the Employee had sufficient service, shall become a Participant in the Plan on such future date as the provisions of Section 2.1 apply to the Employee.

The Supplemental Benefit of a Participant shall consist of the sum of the contribution credits to a Participant’s Account as determined under Section 3.2 and the deemed income and appreciation (or depreciation) attributable to such contribution credits as determined under Section 3.3.

(a) For each Plan Year, the Company shall credit to the Account of each Participant an amount equal to 13% multiplied by the Participant’s Compensation for that Plan Year. Such credit shall be made as of the last day of the Plan Year if the Participant has not Separated from Employment during the Plan Year; provided, however, that a credit shall nonetheless be made to a Participant’s Account if such Separation from Employment occurred on account of death or retirement under a Retirement Plan or if the Separation

(a) Effective for periods before October 1, 2018–

A Participant’s right to a Supplemental Benefit shall be non-forfeitable at the same time as the Participant’s right to an accrued benefit is non-forfeitable in accordance with the terms of the applicable Retirement Plan. No Participant shall receive a Supplemental Benefit under the Plan unless that Participant is entitled to a vested benefit under a Retirement Plan.

The Administrator shall cause the Company to create and maintain on its books an Account for each Participant to which it shall credit amounts required by Sections 3.2 and 3.3.

A Participant’s non-forfeitable Supplemental Benefit shall be paid in one lump sum, in cash, except that a Participant shall receive deemed investments in Shares (including deemed investments in the AMETEK Company Stock Fund) in Shares. Such distribution shall be made within 30 days after the date of the Participant’s Separation from Employment, in an amount equal to the balance of the Account on the Valuation Date. A Participant shall file a written notice with the Administrator to receive the Supplemental Benefit due pursuant to the terms of Article 3 hereof in the manner provided by the Administrator.

If a Participant with a non-forfeitable right to a Supplemental Benefit dies before receiving such Supplemental Benefit, the Participant’s Beneficiary shall receive the Participant’s vested Supplemental Benefit in one lump sum, in Shares and cash, as provided in Section 4.1. Such distribution shall be made within 30 days after the date of the Participant’s death, in an amount equal to the balance of the Account on the Valuation Date.

The Company shall withhold from any payment made pursuant to this Plan any taxes the Company reasonably believes are required to be withheld from such payments under local, state, or federal law. Unless otherwise determined by the Company, withholding obligations on Shares shall be settled with Shares, including Shares that are part of a distribution that gives rise to the withholding obligation.

The Board may, but shall not be required to, authorize the establishment of a trust by the Company to serve as the funding vehicle for the benefits described herein. In any event, the Company’s obligations hereunder shall constitute a general, unsecured obligation, payable solely out of its general assets, and no Participant shall have any right to any specific assets of the Company.

The Administrator shall have full power and authority to interpret and administer this Plan and to make factual determinations and the Administrator’s actions in doing so shall be final, conclusive and binding on all persons interested in the Plan. The Administrator may from time to time adopt rules and regulations governing this Plan.

The Administrator may designate other persons to carry out such of the responsibilities hereunder for the operating and administration of the Plan as the Administrator deems advisable and delegate to the persons so designated such of the powers as the Administrator deems necessary to carry out such responsibilities. Such designation and delegation shall be subject to such terms and conditions as the Administrator deems necessary or proper. Any action or determination made or taken in carrying out responsibilities hereunder by the persons so designated by the Administrator shall have the same force and effect for all purposes as if such action or determinations had been made or taken by the Administrator.

All expenses incurred by the Administrator in the operation and administration of the Plan shall be paid by the Company. The Administrator shall receive no compensation solely for services in carrying out any responsibility under the Plan.

The Administrator shall use ordinary care and diligence in the performance of its duties. The Company shall indemnify and defend the Administrator against any and all claims, loss, damages, expense (including reasonable counsel fees), and liability arising from any action or failure to act, except when the same is due to the gross negligence or willful misconduct of the Administrator.

Any action required of the Company or the Board under the Plan, or made by the Administrator acting on their behalf, shall be made in the Company’s, the Board’s or the Administrator’s sole discretion, not in a fiduciary capacity and need not be uniformly applied to similarly situated persons. Any such action shall be final, conclusive and binding on all persons interested in the Plan.

The Board, by written resolution, shall have the right to amend or modify the Plan at any time in any manner whatsoever; provided, however, that no amendment shall operate to reduce a Participant’s Supplemental Benefit for any Participant who is participating in the Plan nor the payment due to a terminated Participant or surviving Spouse at the time the amendment is adopted. In addition, the Administrator may make all technical, administrative, regulatory and compliance amendments to the Plan, and any other amendment that will not significantly increase the cost of the Plan to the Company, as the Administrator shall deem necessary or appropriate.

Continuance of the Plan is completely voluntary and is not assumed as a contractual obligation of the Company. The Board, by written resolution, shall have the right at any time to discontinue the Plan; provided, however, that the termination shall not operate to reduce the Supplemental Benefit for any Participant who is participating in the Plan nor

Nothing contained herein (i) shall be deemed to exclude a Participant from any compensation, bonus, pension, insurance, severance pay or other benefit to which he otherwise is or might become entitled to as an Employee or (ii) shall be construed as conferring upon an Employee the right to continue in the employ of the Company as an executive or in any other capacity.

Any amounts payable by the Company hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any other arrangement established by the Company for its Employees.

The rights and obligations created hereunder shall be binding on a Participant’s heirs, executors and administrators and on the successors and assigns of the Company.

The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

The rights of any Participant under this Plan are personal and may not be assigned, transferred, pledged or encumbered. Any attempt to do so shall be void. In addition, a Participant’s rights hereunder are not subject, in any manner, to attachment or garnishment by creditors of the Participant or the Participant’s spouse.

Neither the Company nor any member of the Board or the Administrator shall be responsible or liable in any manner to any Participant or any person claiming through the Participant for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits or the interpretation and administration of this Plan.

This Plan sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except as provided in Articles 7 and 8.

Each Participant or spouse believing himself or herself eligible for a Supplemental Benefit under the Plan shall apply for such benefits by completing and filing with the Administrator an application for benefits on a form supplied by the Administrator. In the event that my claim for benefits is denied in whole or in part, the Participant or spouse whose claim has been so denied shall be notified of such denial in writing by the Administrator. The notice advising of the denial shall specify the reason or reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and shall advise the Participant or Spouse of the procedure for the appeal of such denial. All appeals shall be made by the following procedure:

The Participant or spouse whose claim has been denied shall file with the Administrator a notice of desire to appeal the denial. Such notice shall be filed within 60 days of notification by the Administrator of claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

The Administrator shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Administrator shall deem relevant.

The Administrator shall ordinarily render a determination upon the appealed claim within 60 days after receipt which determination shall be accompanied by a written statement as to the reasons therefore. However, in special circumstances the Administrator may extend the response period for up to an additional 60 days, in which event it shall notify the claimant in writing prior to commencement of the extension. The determination so rendered shall be binding upon all parties.

BLANKLEY, WALTER E,.

CAVIN, DOYLE K.

CHLEBEK, ROBERT W.

CLEARY, WILLIAM F.

DUDLEY, FRED L.

GOODRICH, PHILIP A.

HABEGGER, RICHARD J.

HARRIS, ROBERT W.

HERMANCE, FRANK S.

KNAUF, EDMUND R.

KNUDSON, KNUTE S.

KRAMER, EDWARD G.

MANGOLD JR., THOMAS F.

MARSINEK, GEORGE E.

MOLINELLI, JOHN J.

NEUPAVER, ALBERT J.

PARATO, VITO J.

PORTER, JOHN H.

RICKETTS, JOSEPH H.

SAUNDERS, DEIRDRE D.

SMITH, ROGER A.

SMITH, RONALD W

WINQUIST, DONNA F.