Exhibit 4.5

AMENDMENT NO. 1 TO THE

AMETEK, INC.

2011 OMNIBUS INCENTIVE COMPENSATION PLAN

WHEREAS, AMETEK, Inc. (the “Company”) adopted the 2011 Omnibus Incentive Compensation Plan; and

WHEREAS, Section 19 of the Plan permits the Board of Directors of the Company to amend the Plan; and

WHEREAS, the Board of Directors of the Company now desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 19(b) No Repricing is hereby amended by adding the following language at the end thereof:

“Furthermore, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Company Stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, Change of Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Company Stock or other securities, or similar transaction(s)), the Company may not, without obtaining stockholder approval, cancel outstanding Options or SARs with an exercise price above the current stock price in exchange for cash or other securities.”

2. The provisions of the Amendment shall become effective February 6, 2013 and may apply to Options and SARs granted or outstanding on or after that date, including, without limitation, outstanding Options and SARs which were granted prior to that date.

3. Except to the extent hereinabove set forth, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the Company as of the 6^th day of February, 2013.

AMETEK, INC.
By:	/s/ Robert R. Mandos
	Robert R. Mandos
	Executive Vice President –
	Chief Financial Officer

Attest:

/s/ Kathryn E. Sena

Kathryn E. Sena

Corporate Secretary