Exhibit 1.1


                                 [Common Stock]

                             UNDERWRITING AGREEMENT


[Date]



To the Representatives named in Schedule I hereto of the Underwriters named in
Schedule II hereto [Address]

Ladies and Gentlemen:

     AMETEK, Inc., a Delaware corporation (the "Company"), proposes to issue and
sell to the underwriters named in Schedule II hereto (the "Underwriters"), for
whom you are acting as representatives (the "Representatives"), __________
shares (the "Initial Shares") of the Company's common stock (the "Common
Stock"). Such Initial Shares are to be sold to each Underwriter, acting
severally and not jointly, in such amounts as are listed in Schedule II opposite
the name of each Underwriter. The Company also grants to the Underwriters,
severally and not jointly, the option described in Section 2(c) to purchase up
to _____ additional shares (the "Option Shares"; together with the Initial
Shares, the "Shares") of Common Stock to cover over-allotments. The Common Stock
is described more fully in the Final Prospectus, referred to below. If the firm
or firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and "Representatives", as used
herein, each shall be deemed to refer to such firm or firms.

     1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to and agrees with each of the Underwriters that:

          (a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on such form
(the file number of which is set forth in Schedule I hereto), which has become
effective, for the registration under the Act of the Shares. Such registration
statement, as amended at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1) under the Act and complies in all other material
respects with said Rule. The Company proposes to file with the Commission
pursuant to Rule 424 or Rule 434 under the Act a supplement to the form of
prospectus included in such registration statement relating to the Shares and
the plan of distribution thereof and has previously advised you of all further
information (financial and other) with respect to the Company to be set forth
therein. Such registration statement, including the exhibits thereto, as amended
at the date of this Agreement, is hereinafter called the "Registration
Statement"; such prospectus in the form in which it appears in the Registration
Statement is hereinafter called the "Basic Prospectus"; and such supplemented
form of prospectus, in the form in which it shall be filed with the Commission
pursuant to Rule 424 or Rule 434 (including the Basic Prospectus as so
supplemented) is hereinafter called the "final Prospectus." Any preliminary form
of the Final Prospectus which as heretofore been filed pursuant to Rule 424
hereinafter is called the "Preliminary Final Prospectus." Any reference herein
to the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or before the date of this Agreement, or the issue date of
the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
as the case may be; and any reference herein to the terms "amend", "amendment"
or "supplement" with respect to the Registration Statement, the Basic
Prospectus, and the Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus, as the case may be,
and deemed to be incorporated therein by reference.

          (b) Each preliminary prospectus and the Final Prospectus, if filed by
electronic transmission pursuant to the Commission's Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR") (except as may be permitted by
Regulation S-T under the Securities Act), was identical to the copy thereof
delivered to the Underwriters for use in connection with the offer and sale of
the Shares. At the time of the effectiveness of the Registration Statement or
the effectiveness of any Rule 462(b) Registration Statement and any
post-effective amendment thereto, when the Final Prospectus is first filed with
the Commission pursuant to Rule 424(b) or Rule 434 of the Regulations, when any
supplement to or amendment of the Final Prospectus is filed with the Commission
and at the Closing Date, the Registration Statement and the Final Prospectus and
any amendments thereof and supplements thereto complied (and, in the event of
any of the aforementioned filings that may occur in the future will, at the time
of such filing(s), comply) in all material respects with the applicable
provisions of the Act and the Regulations, did not and will not contain an
untrue statement of a material fact and did not and will not omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading. When any related preliminary prospectus was
first filed with the Commission (whether filed as part of the Registration
Statement for the registration of the Shares or any amendment thereto or
pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or
supplement thereto was first filed with the Commission, such preliminary
prospectus and any amendments thereof and supplements thereto complied in all
material respects with the applicable provisions of the Act and the Regulations
and did not contain an untrue statement of a material fact and did not omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading. If Rule 434 is used, the Company
will comply with the requirements of Rule 434. The documents which are
incorporated by reference in any preliminary prospectus or the Final Prospectus
or from which information is so incorporated by reference, when they became
effective or were filed with the Commission, as the case may be, complied in all
material respects with the requirements of the Act and the Rules and Regulations
or the Exchange Act and the rules and regulations thereunder, as applicable, and
did not, when such documents were so filed, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, and any documents so filed and
incorporated by reference subsequent to the effective date of the Registration
Statement shall, when they are filed with the Commission, conform in all
material respects with the requirements of the Act and the Rules and Regulations
and the Exchange Act and the rules and regulations thereunder, as applicable.
The Commission has not issued any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of the
Final Prospectus or any preliminary prospectus or, to the knowledge of the
Company, instituted proceedings for that purpose.

          (c) Each direct and indirect subsidiary of the Company is set forth on
Schedule III attached hereto (each, a "Subsidiary"). All the outstanding shares
of capital stock of the Company and each Subsidiary have been duly authorized
and validly issued, are fully paid and nonassessable and are free of any
preemptive or similar rights.

          (d) Each of the Company and the Subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation with full corporate power and authority to own,
lease and operate its properties and engage in the business in which it is
engaged or in which it proposes to engage as described in the Registration
Statement, the preliminary prospectus and the Final Prospectus. The Company is
duly registered and qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character, location, ownership or
leasing of its properties (owned, leased or licensed) or the nature or conduct
of its business requires such registration or qualification, except where the
failure to be so qualified would not, individually or in the aggregate, result
in a material adverse effect on or affecting the business, operations, assets,
properties, condition (financial or other), stockholders' equity, or results of
operations of the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect").

          (e) There are no legal or governmental proceedings pending against the
Company or any Subsidiary or, to the knowledge of the Company, threatened
against any of them or to which the Company or any Subsidiary or to which any of
the respective properties of the Company or any Subsidiary is subject which are
not disclosed in the Registration Statement, the preliminary prospectus and the
Final Prospectus and which, if adversely decided, would cause a Material Adverse
Effect or materially adversely affect the issuance of the Shares or the
consummation of any of the transactions contemplated by this Agreement. There
are no agreements, contracts, indentures, leases or other instruments of the
Company or any Subsidiary that are material to the Company and the Subsidiaries,
taken as a whole, which are not described in the Registration Statement, the
preliminary prospectus and the Final Prospectus, neither the Company nor any
Subsidiary is involved in any strike, job action or labor dispute with any group
of its employees which would reasonably be expected to have a Material Adverse
Effect, and, to the knowledge of the Company, no such action or dispute is
threatened.

          (f) Ernst & Young LLP, the accountants who have expressed their
opinion with respect to the financial statements (including the related notes
and supporting schedules) of the Company filed with the Commission as a part of
the Registration Statement, the preliminary prospectus and the Final Prospectus,
are, with respect to the Company and the Subsidiaries, independent public
accountants as required by the Act and the Exchange Act.

          (g) The financial statements of the Company, together with the related
notes thereto, which are incorporated by reference into the Registration
Statement, the preliminary prospectus and the Prospectus, present fairly the
financial position and the results of operations, changes in stockholders'
equity and changes in cash flows of the Company as of the respective dates and
for the respective periods specified therein. All of such financial statements
and related notes have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved and comply as to form in all material respects with the applicable
accounting requirements included in Regulation S-X under the Act. [The
supporting schedules, the "Summary Financial Data", the "Selected Financial
Data" and the tables included in the Registration Statement, the preliminary
prospectus and the Prospectus fairly present the information purported to be
shown thereby at the respective dates thereof and for the respective periods
covered thereby and have been presented on a basis consistent with that of the
audited financial statements therein. No other financial statements or
supporting schedules are required by the Act or Regulation S-X to be included
therein.]

          (h) Subsequent to the respective dates as of which information is
given in the Registration Statement, the preliminary prospectus and the Final
Prospectus, there has not been (i) any loss or adverse change, or any
development which could reasonably be expected to have a Material Adverse Effect
on the Company and its subsidiaries taken as a whole, (ii) any transaction
entered into by each of the Company and the Subsidiaries, except transactions in
the ordinary course of business; (iii) any obligation, direct or contingent,
incurred by each of the Company and the Subsidiaries which is material to each
of the Company and the Subsidiaries taken as a whole, except for liabilities or
obligations which are reflected in the Registration Statement, the preliminary
prospectus or the Final Prospectus, (iv) any change in the capital stock or
outstanding indebtedness of the Company, or (v) any dividend or distribution of
any kind declared, paid or made on the capital stock of the Company, which in
any case described in clauses (i), (ii), (iii), (iv) or (v) above, could
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect on the Company and its subsidiaries taken as a whole or
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement.

          (i) Each of the Company and the Subsidiaries has good and marketable
title to all property (real and personal) described in the Registration
Statement, the preliminary prospectus and the Final Prospectus as being owned by
it, free and clear of all liens, claims, security interests or other
encumbrances, except such as are described in the Registration Statement, the
preliminary prospectus and the Final Prospectus or could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect, and all the property
described in the Registration Statement, the preliminary prospectus and the
Final Prospectus as being held under lease by each of the Company and the
Subsidiaries is held by it under valid, subsisting and enforceable leases,
except as the enforcement thereof may be limited by bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally and
subject to the applicability of general principles of equity.

          (j) The Company has all the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the execution
and delivery of, and the performance by the Company of its obligations under
this Agreement have been duly and validly authorized by the Company and this
Agreement, as of the Closing Date, will have been duly executed and delivered by
the Company and will constitute the valid and legally binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
the enforcement hereof may be limited by bankruptcy, insolvency or other similar
laws affected the enforcement of creditors' rights generally and subject to the
applicability of general principles of equity, and except as rights to indemnity
and contribution hereunder may be limited by Federal or state securities laws of
principles of public policy.

          (k) Each of the Company and the Subsidiaries has such permits,
licenses, franchises, certificates of need and other approvals or authorizations
of governmental or regulatory authorities ("Permits") as are necessary under
applicable law to own their respective properties and to conduct their
respective businesses in the manner described in the Registration Statement,
preliminary prospectus and Final Prospectus, except to the extent that the
failure to have such Permits could not reasonably be expected to have a Material
Adverse Effect; each of the Company and the Subsidiaries has fulfilled and
performed in all material respects all of its obligations with respect to the
Permits, and, to the knowledge of the Company, no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the rights of the holder
of such Permit, subject in each case to such qualification as may be set forth
in the Registration Statement, the preliminary prospectus and the Final
Prospectus and except to the extent that any such revocation or termination,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

          (l) None of the Company or any Subsidiary is (i) in violation of its
certificate of incorporation, as amended, or articles of organization, as
amended, or bylaws or other organizational documents or of any law, ordinance,
administrative or governmental rule or regulation applicable to it or of any
decree of any court or governmental agency or body having jurisdiction over it,
except where any such violation or violations in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (ii) in default in
the performance of any obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any agreement,
indenture, lease or other instrument to which the Company or any Subsidiary is a
party or by which any of them or any of their respective properties may be
bound, except as disclosed in the Registration Statement, preliminary prospectus
and Final Prospectus or where any such default or defaults in the aggregate
would not reasonably be expected to have a Material Adverse Effect.

          (m) Each of the Company and the Subsidiaries owns, possesses, licenses
or possesses adequate rights to use all patents, trademarks, trademark
registrations, service marks, service mark registrations, tradenames,
copyrights, licenses, inventions, trade secrets and rights described in the
Registration Statement, preliminary prospectus and Final Prospectus as being
owned by it or necessary for the conduct of its business, and that the Company
has not received a claim to the contrary (a "Claim") or any challenge (a
"Challenge") by any other person to the rights of each of the Company and the
Subsidiaries with respect to the foregoing, except for such Claims and
Challenges which could not reasonably be expected to have a Material Adverse
Effect.

          (n) Except as disclosed in the Registration Statement, preliminary
prospectus and Final Prospectus, the Company and the Subsidiaries have filed all
tax returns required to be filed (other than filings being contested in good
faith), which returns are true and correct in all material respects, and neither
of the Company nor any Subsidiary is in default in the payment of any taxes
which were payable pursuant to said returns or any assessments with respect
thereto (other than taxes being contested in good faith), except where the
failure to file such returns and make such payments (whether or not being
contested in good faith) would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

          (o) Except as disclosed in the Company's filings with the Commission,
none of the properties owned, operated or used by the Company has suffered a
release of any Hazardous Materials that, under any Environmental Law, (i) would
impose liability on the Company that is likely to have a Material Adverse Effect
or (ii) is likely to result in the imposition of a lien on any assets owned,
directly or indirectly, by the Company. To the Company's knowledge, it is in
compliance with, and is not subject to any existing, pending threatened
impending litigation, proceeding, claim or demand by any governmental agency or
authority or other person with respect or pursuant to any Environmental Law,
except any which, if adversely determined would not have a Material Adverse
Effect. As used herein, "Environmental Laws" means the common law and all
federal, state, local and foreign laws, codes and ordinances relating to the
environment, health and safety and all rules and regulations promulgated
thereunder, including, without limitation laws relating to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment (including, without limitation, air, surface water, ground water,
land surface or subsurface strata) or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals, or industrial, solid, toxic or
hazardous substances or wastes; and "Hazardous Material" includes, without
limitation, (i) all substances which are designated pursuant to section
311(b)(2)(A) of the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. ss.
1251 ET. SEQ.; (ii) any element, compound, mixture, solution, or substance which
is designated pursuant to Section 102 of the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss. 9601 ET.
SEQ.; (iii) any hazardous waste having the characteristics which are identified
under or listed pursuant to Section 3001 of the Resource Conservation and
Recovery Act ("RCRA"), 42 U.S.C. ss. 6901 et. SEQ.; (iv) any toxic pollutant
listed under Section 307(a) of FWPCA; (v) any hazardous air pollutant which is
listed under Section 7 of the Toxic Substances Control Act, 15 U.S.C. ss. 2601
ET. SEQ.; and (vii) petroleum, petroleum products, petroleum by-products,
petroleum decomposition by-products, and waste oil, and any other substances or
wastes subject to regulation under Environmental Laws.

          (p) In the ordinary course of its business, the Company and its
Subsidiaries periodically review the effect of Environmental Laws (as defined
below) on the business, operations and properties of it and its subsidiaries, in
the course of which it identifies and evaluates associated costs and liabilities
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws, or
any Permit, license or approval, any related constraints on operating activities
and any potential liabilities to third parties). On the basis of such review,
the Company has reasonably concluded that such associated costs and liabilities
would not, singly or in the aggregate, have a Material Adverse Effect.

          (q) None of the Company or the Subsidiaries has any liability for any
prohibited transaction or funding deficiency or any complete or partial
withdrawal liability with respect to any pension, profit sharing or other plan
which is subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), to which the Company or any of the Subsidiaries makes or ever
has made a contribution and in which any employee of the Company or any
Subsidiary is or has ever been a participant. With respect to such plans, the
Company and each Subsidiary is in compliance in all material respects with all
applicable provisions of ERISA.

          (r) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions of the
Subsidiaries are executed in accordance with management's general or specific
authorization, (ii) transactions are appropriately recorded to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

          (s) None of (i) the issuance, offer, sale or delivery of the Shares,
(ii) the execution, delivery or performance of this Agreement by the Company, or
(ii) the consummation by the Company of the transactions contemplated hereby (a)
requires any consent, approval, registration, authorization or other order of,
or registration or filing with (each, a "Consent"), any court, regulatory body,
administrative agency or other governmental body, agency or official (except for
compliance with the securities or Blue Sky laws of various jurisdictions or the
failure to obtain which could not reasonably be expected to have a Material
Adverse Effect or materially adversely affect the consummation of the
transactions contemplated hereby) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under , the certificate
or articles of incorporation or bylaws, or other organizational documents, of
the Company or any Subsidiary, except any such conflicts and breaches that in
the aggregate could not reasonably be expected to have a Material Adverse Effect
or (ii) conflicts or will conflict with or constitutes or will constitute a
breach of or a default under, any agreement, indenture, lease or other
instrument to which the Company or any Subsidiary is a party or by which any of
them or any of their respective properties may be bound, except as disclosed in
the Registration Statement, preliminary prospectus and the Final Prospectus or
any such conflicts, breaches or defaults that in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (iii) violates or
will violate any statute, law, regulation or judgment, injunction, order or
decree applicable to the Company or any Subsidiary or any of their respective
properties, except any such violations that in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (iv) will result in
the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any Subsidiary pursuant to the terms of any
agreement or instrument to which any of them is a party or by which any of them
may be bound or to which any of their property or assets is subject, other than
as disclosed in the Registration Statement, preliminary prospectus and Final
Prospectus or which could not in the aggregate be expected to have a Material
Adverse Effect.

          (t) The Company has duly and validly authorized the issuance and sale
of the Shares and when delivered the Shares will constitute valid and binding
obligations of the Company. The description of the Shares in the Registration
Statement, the preliminary prospectus and the Final Prospectus is accurate in
all material respects.

          (u) The Company is not now, and as a result of the offer and sale of
the Shares in the manner contemplated in this Agreement, the Registration
Statement, the preliminary prospectus and the Final Prospectus and the
application of the net proceeds of such sale as described in the section
entitled "Use of Proceeds" of the Registration Statement, the preliminary
prospectus and the Final Prospectus, will not be, an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended (the "Investment Company Act"), without taking account of any
exemption arising out of the number or type of holders of the Company's
securities.

          (v) None of the Company, the Subsidiaries or any agent acting on their
behalf has taken or will take any action that might cause this Agreement or the
sale of the Shares to violate Regulation T, U or X of the Board of Governors of
the Federal Reserve System, in each case as in effect, or as the same may
hereafter be in effect, on the date hereof.

          (w) None of the Company nor any of its affiliates (as defined in Rule
501(b) of Regulation D ("Regulation D") under the Act) has directly, or through
any agent taken any action designed to cause or to result in or that has
constituted, or might reasonably be expected to cause or result in or
constitute, under the Exchange Act, or otherwise, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Shares.

          (x) The Company has not distributed and will not distribute prior to
the later of (A) the Additional Closing Date and (B) the completion of the
distribution of the Shares by the Underwriters and dealers, any offering
material (including, without limitation, content on its Website, if any, that
may be deemed to be offering material) in connection with the offering and sale
of the Shares other than the preliminary prospectus and the Final Prospectus.

          (y) No holder of any security of the Company, which by reason of the
filing of the Registration Statement or otherwise in connection with the sale of
the Shares contemplated hereby, has the right to request or demand registration
of any security of the Company because of the transactions contemplated hereby.

          (z) Except as disclosed in the Registration Statement, the preliminary
prospectus and the Final Prospectus, subsequent to the date as of which such
information is given in the Registration Statement, the preliminary prospectus
or the Final Prospectus, neither the Company nor any Subsidiary has incurred any
liability or obligation direct or contingent, or entered into any transaction,
not in the ordinary course of business, that is material to the Company and the
Subsidiaries, taken as a whole, and there has not been any material change in
the capital stock, or material increase in the short-term or long-term debt of
the Company or any Subsidiary.

          (aa) Neither the Company nor any Subsidiary nor, to the knowledge of
the Company, any employee or agent of the Company or any Subsidiary has made any
payment of funds or received or retained any funds in violation of any law, rule
or regulation, which violation could reasonably be expected to have a Material
Adverse Effect.

          (bb) The Common Stock is registered pursuant to Section 12(g) of the
Exchange Act and is quoted on the New York Stock Exchange, and the Company has
taken no action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the New York Stock Exchange, nor has the Company received any
notification that the Commission or the New York Stock Exchange is contemplating
terminating such registration or listing.

          (cc) The Company has timely and properly filed with the Commission all
reports and other documents required to have been filed by it with the
Commission pursuant to the Act, the Regulations, the Exchange Act and the rules
and regulations. True and complete copies of all such reports and other
documents have been delivered to you or your counsel.

          (dd) Except as described in the Registration Statement, the
preliminary prospectus and the Final Prospectus, and except in connection with
exercises of outstanding options and warrants, the Company has not sold or
issued any shares of capital stock within the six month period preceding the
date of the Final Prospectus, all of which sales and issuances were made in
compliance with the Act and the Regulations.

          (ee) The Company meets the requirements for use of Form S-3 under the
Regulations.

     Any certificate signed by an officer of the Company and delivered to the
Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
set forth therein.

     2. PURCHASE AND SALE.

          (a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company the respective number of Initial Shares set forth
opposite such Underwriter's name in Schedule II hereto, except that, if Schedule
I hereto provides for the sale of Initial Shares pursuant to delayed delivery
arrangements, the respective amounts of Initial Shares to be purchased by the
Underwriters shall be set forth in Schedule II hereto, less the respective
amounts of Contract Securities determined as provided below. Shares to be
purchased by the Underwriters are herein sometimes called the "Underwriters'
Securities" and Shares to be purchased pursuant to Delayed Delivery Contracts as
hereinafter provided are herein called "Contract Securities."

          If so provided in Schedule I hereto, the Underwriters are authorized
to solicit offers to purchase Initial Shares from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the
form of Schedule IV hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make such arrangements
and, as compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the purchase price set
forth on Schedule I hereto, of the Initial Shares for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable institutions. The
Company will make Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been approved by the
Company but, except as the Company may otherwise agree, each such Delayed
Delivery Contract must be for not less than the minimum amount of Initial Shares
set forth in Schedule I hereto and the aggregate amount of Contract Securities
may not exceed the maximum aggregate amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The amount of Initial Shares to be
purchased by each Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion to the total amount of
Contract Securities as the amount of Initial Shares set forth opposite the name
of such Underwriter bears to the aggregate amount set forth in Schedule II
hereto, except to the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company in writing;
provided, however, that the total amount of Initial Shares to be purchased by
all Underwriters shall be the aggregate amount set forth in Schedule II hereto,
less the aggregate amount of Contract Securities.

          (b) The initial public offering price and the purchase price of the
Initial Shares shall be set forth in a separate written instrument (the "Pricing
Agreement") signed by the Representatives and the Company, the form of which is
attached hereto as Schedule V. From and after the execution and delivery of the
Pricing Agreement, this Agreement shall be deemed to include the Pricing
Agreement. The purchase price per share to be paid by the several Underwriters
for the Initial Shares shall be an amount equal to the initial public offering
price, less an amount per share to be determined by agreement among the
Representatives and the Company.

          (c) In addition, on the basis of the representations and warranties
contained herein, and subject to the terms and conditions set forth herein, the
Company grants an option to the Underwriters, severally and not jointly, to
purchase up to an additional _______ Option Shares at the same price per share
determined as provided above for the Initial Shares. The option hereby granted
will expire 30 days after the date of the Pricing Agreement, and may be
exercised, in whole or in part (but not more than once), only for the purpose of
covering over-allotments upon notice by the Representatives to the Company
setting forth the number of Option Shares as to which the several Underwriters
are exercising the option, and the time and date of payment and delivery
thereof. Such time and date of Delivery (the "Date of Delivery") shall be
determined by the Representatives but shall not be later than seven full
business days after the exercise of such option and not in any event prior to
the Closing Date (as defined below). If the option is exercised as to all or any
portion of the Option Shares, the Option Shares as to which the option is
exercised shall be purchased by the Underwriters severally and not jointly, in
proportion to, as nearly as practicable, their respective Initial Shares
underwriting obligations as set forth on Schedule II.

     3. DELIVERY AND PAYMENT. Delivery of and payment for the Initial Shares
shall be made on the date and at the time specified in the Pricing Agreement,
which date and time may be postponed by agreement between the Representatives
and the Company (such date and time of delivery and payment for the Initial
Shares being herein called the "Closing Date"). Delivery of the Initial Shares
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof in the manner set forth in
Schedule I hereto. Unless otherwise agreed, certificates for the Initial Shares
shall be in the form set forth in Schedule I hereto, and such certificates may
be deposited with The Depository Trust Company ("DTC") or a custodian for DTC
and registered in the name of Cede & Co., as nominee for DTC.

          In addition, in the event that any or all of the Option Shares are
purchased by the Underwriters, delivery and payment for the Option Shares shall
be made at the office specified for delivery of the Initial Shares in the
Pricing Agreement, or at such other place as the Company and the Representatives
shall determine, on the Date of Delivery as specified in the notice from the
Representatives to the Company. Delivery of the Option Shares shall be made to
the Representatives against payment by the Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company in the manner set forth in Schedule I hereto. Unless otherwise agreed,
certificates for the Option Shares shall be in the form set forth in Schedule I
hereto, and such certificates shall be registered in such names and in such
denominations as the Representatives may request not less than three full
business days in advance of the Date of Delivery.

     4. AGREEMENTS. The Company agrees with the several Underwriters that:

          (a) Prior to the termination of the offering of the Shares, the
Company will not file any amendment of the Registration Statement or supplement
(including the Final Prospectus) to the preliminary prospectus unless the
Company has furnished you a copy for your review prior to filing and will not
file any such proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause the Final Prospectus
to be filed with the Commission pursuant to Rule 424 or Rule 434 via the EDGAR.
The Company will advise the Representatives promptly (i) when the Final
Prospectus shall have been filed with the Commission pursuant to Rule 424 or
Rule 434, (ii) when any amendment to the Registration Statement relating to the
Shares shall have become effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or amendment of or supplement to the
Final Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for that purpose
and (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.

          (b) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act, except with respect to any such delivery
requirement imposed upon an affiliate of the Company in connection with any
secondary market sales, any event occurs as a result of which the Final
Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or if it shall be necessary to amend or supplement the Final
Prospectus to comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 4, an amendment
or supplement which will correct such statement or omission or an amendment
which will effect such compliance.

          (c) The Company will make generally available to its security holders
and to the Representatives as soon as practicable, but not later than 60 days
after the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the regulations under the Act)
covering a twelve month period beginning not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in said
Rule 158) of the Registration Statement.

          (d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective on or prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by the Act, as many
copies of any preliminary prospectus and the Final Prospectus and any amendments
thereof and supplements thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing all documents relating to the
offering.

          (e) The Company will arrange for the qualification of the Shares for
sale under the laws of such jurisdictions as the Representatives may reasonably
designate, will maintain such qualifications in effect so long as required for
the distribution of the Shares and will arrange for the determination of the
legality of the Shares for purchase by institutional investors; provided,
however, that the Company shall not be required to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to general or unlimited service of process of any jurisdiction where
it is not now so subject.

          (f) Until the business day following the Closing Date, the Company
will not, without the consent of the Representatives, offer or sell, or announce
the offering of, any securities covered by the Registration Statement or by any
other registration statement filed under the Act; provided, however, the Company
may, at any time, offer or sell or announce the offering of any securities (A)
covered by a registration statement on Form S-8 or (B) covered by a registration
statement on Form S-3 and pursuant to which the Company issues securities for
its dividend reinvestment plan.

     5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by reference therein) and as
of the Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

          (a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened; and the
Final Prospectus shall have been filed or mailed for filing with the Commission
within the time period prescribed by the Commission.

          (b) The Company shall have furnished to the Representatives the
opinion of Stroock & Stroock & Lavan LLP, counsel for the Company, dated the
Closing Date, to the effect of paragraphs (i) through (xii) below:

               (i) the Company is a duly organized and validly existing
corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its properties and conduct its business as
described in the Final Prospectus;

               (ii) each of the Company and the Subsidiaries is qualified or
licensed to do business as a foreign corporation in any jurisdiction in which
such counsel has knowledge that each of the Company and the Subsidiaries, is
required to be so qualified or licensed;

               (iii) all the outstanding shares of capital stock of each of the
Company and the Subsidiaries have been duly and validly authorized and issued
and are fully paid and nonassessable;

               (iv) the Shares conform in all material respects to the
description thereof contained in the Final Prospectus;

               (v) if the Shares are to be listed on the New York Stock
Exchange, authorization therefor has been given, subject to official notice of
issuance and evidence of satisfactory distribution, or the Company has filed a
preliminary listing application and all required supporting documents with
respect to the Shares with New York Stock Exchange and such counsel received no
information stating that the Initial Shares will not be authorized for listing,
subject to official notice of issuance and evidence of satisfactory
distribution;

               (vi) such counsel is without knowledge that (1) there is any
pending or threatened action, suit or proceeding before or by any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Final
Prospectus, or (2) any franchise, contract or other document of a character
required to be described in the Registration Statement or Final Prospectus, or
to be filed as an exhibit to the Registration Statement, is not so described or
filed as required;

               (vii) the Registration Statement has become effective under the
Act; such counsel is without knowledge that any stop order suspending the
effectiveness of the Registration Statement has been issued or any proceedings
for that purpose have been instituted or threatened; and the Registration
Statement, the Final Prospectus and each amendment thereof or supplement thereto
(other than the financial statements and other financial and statistical
information contained therein or incorporated by reference therein, as to which
such counsel need express no opinion) comply as to form in all material respects
with the applicable requirements of the Act and the Exchange Act and the
respective rules thereunder;

               (viii) this Agreement, the Pricing Agreement and any Delayed
Delivery Contracts have been duly authorized, executed and delivered by the
Company and each constitutes a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles that may limit
the right to specific enforcement of remedies, and except insofar as the
enforceability of the indemnity and contribution provisions contained in this
Agreement may be limited by federal and state securities laws;

               (ix) no consent, approval, authorization or order of any court or
governmental agency or body is required on behalf of the Company for the
consummation of the transactions contemplated herein or in any Delayed Delivery
Contracts, except such as have been obtained under the Act and such as may be
required under the blue sky or insurance laws of any jurisdiction in connection
with the purchase and distribution of the Shares by the Underwriters and such
other approvals (specified in such opinion) as have been obtained;

               (x) neither the issue and sale of the Shares, nor the
consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof or of any Delayed Delivery Contracts will
conflict with, result in a breach of, or constitute a default under the
certificate of incorporation or by-laws of the Company or the Subsidiaries (1)
the terms of any material indenture or other agreement or instrument known to
such counsel and to which the Company or the Subsidiaries is a party or bound,
or (2) any order or regulation known to such counsel to be applicable to the
Company of any court, regulatory body, administrative agency, governmental body
or arbitrator having jurisdiction over the Company or the Subsidiaries;

               (xi) such counsel is without knowledge of rights to the
registration of securities of the Company under the Registration Statement which
have not been waived by the holders of such rights or which have not expired by
reason of lapse of time following notification of the Company's intention to
file the Registration Statement; and

               (xii) the Initial Shares, any Option Shares as to which the
option granted in Section 2 has been exercised and the Date of Delivery
determined by the Representatives to be the same as the Closing Date, have been
duly authorized and, when paid for as contemplated herein, will be duly issued,
fully paid and nonassessable.

     In rendering such opinion, but without opining in connection therewith,
such counsel shall also state that, although it has not independently verified,
is not passing upon and assumes no responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, it has no
reason to believe that the Registration Statement or any amendment thereof at
the time it became effective contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Final Prospectus, as
amended or supplemented, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

     In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
New York or the United States, or the General Corporate Law of Delaware to the
extent deemed proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are satisfactory to
counsel for the Underwriters; and (B) as to matters of fact, to the extent
deemed proper, on certificates of responsible officers of the Company and its
subsidiaries and public officials.

          (c) The Representatives shall have received from
________________________, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the issuance and sale of the
Initial Shares, any Delayed Delivery Contracts, the Registration Statement, the
Final Prospectus and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.

          (d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the President and Chief Executive Officer
or a Senior Vice President and the principal financial or accounting officer of
the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Final
Prospectus and this Agreement and that to the best of their knowledge:

               (i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the Closing
Date with the same effect as if made on the Closing Date and the Company has
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the Closing Date;

               (ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no proceedings for that
purpose have been instituted or threatened; and

               (iii) since the date of the most recent financial statements
included in the Final Prospectus, there has been no material adverse change in
the condition (financial or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the Final
Prospectus.

          (e) At the Closing Date, Ernst & Young LLP shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives, stating in effect
that:

               (i) They are independent accountants within the meaning of the
Act and the Exchange Act and the respective applicable published rules and
regulations thereunder.

               (ii) In their opinion, the consolidated financial statements of
the Company and its subsidiaries audited by them and included or incorporated by
reference in the Registration Statement and Final Prospectus comply as to form
in all material respects with the applicable accounting requirements of the Act
and the regulations thereunder with respect to registration statements on Form
S-3 and the Exchange Act and the regulations thereunder.

               (iii) On the basis of procedures (but not an audit in accordance
with generally accepted auditing standards) consisting of:

                    (a) Reading the minutes of the meetings of the stockholders,
the board of directors, executive committee and audit committee of the Company
and the boards of directors and executive committees of its subsidiaries as set
forth in the minute books through a specified date not more than five business
days prior to the date of delivery of such letter;

                    (b) Performing the procedures specified by the American
Institute of Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial statements of the Company and
its consolidated subsidiaries included or incorporated by reference in the
Registration Statement and Final Prospectus and reading the unaudited interim
financial data, if any, for the period from the date of the latest balance sheet
included or incorporated by reference in the Registration Statement and Final
Prospectus to the date of the latest available interim financial data; and

                    (c) Making inquiries of certain officials of the Company who
have responsibility for financial and accounting matters regarding the specific
items for which representations are requested below; nothing has come to their
attention as a result of the foregoing procedures that caused them to believe
that:

                         (1) the unaudited interim financial statements,
included or incorporated by reference in the Registration Statement and Final
Prospectus, do not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the published rules
and regulations thereunder;

                         (2) any material modifications should be made to the
unaudited interim financial statements, included or incorporated by reference in
the Registration Statement and Final Prospectus, for them to be in conformity
with generally accepted accounting principles;

                         (3) (i) at the date of the latest available interim
financial data and at the specified date not more than five business days prior
to the date of the delivery of such letter, there was any change in the capital
stock or the long-term debt (other than scheduled repayments of such debt) or
any decreases in shareholders' equity of the Company as compared with the
amounts shown in the latest balance sheet included or incorporated by reference
in the Registration Statement and the Final Prospectus or (ii) for the period
from the date of the latest available financial data to a specified date not
more than five business days prior to the delivery of such letter, there was any
change in the capital stock or the long-term debt (other than scheduled
repayments of such debt) or any decreases in shareholders' equity of the
Company, except in all instances for changes or decreases which the Registration
Statement and Final Prospectus discloses have occurred or may occur, or Ernst &
Young LLP shall state any specific changes or decreases.

               (iv) The letter shall also state that Ernst & Young LLP has
carried out certain other specified procedures, not constituting an audit, with
respect to certain amounts, percentages and financial information which are
included or incorporated by reference in the Registration Statement and Final
Prospectus and which are specified by the Representatives and agreed to by Ernst
& Young LLP, and has found such amounts, percentages and financial information
to be in agreement with the relevant accounting, financial and other records of
the Company identified in such letter.

     In addition, at the time this Agreement is executed, Ernst & Young LLP
shall have furnished to the Representatives a letter or letters, dated the date
of this Agreement, in form and substance satisfactory to the Representatives, to
the effect set forth in this paragraph (e) and in Schedule I hereto.

          (f) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, there shall not
have been (i) any change or decrease specified in the letter or letters referred
to in paragraph (e) of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the earnings, business or
properties of the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Shares as
contemplated by the Registration Statement and the Final Prospectus.

          (g) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.

          (h) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriters have been
approved by the Company.

     If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or telegraph confirmed
in writing.

          6. PAYMENT OF EXPENSES. The Company will pay all expenses incident to
the performance of its obligations under this Agreement, including (i) the
printing and filing of the Registration Statement as originally filed and of
each amendment thereto, (ii) the copying of this Agreement and the Pricing
Agreement, (iii) the preparation, issuance and delivery of the certificates for
the Shares to the Underwriters, including capital duties, stamp duties and stock
transfer taxes, if any, payable upon issuance of any of the Shares, the sale of
the Shares to the Underwriters and the fees and expenses of the transfer agent
for the Shares, (iv) the fees and disbursements of the Company's counsel and
accountants, (v) the qualification of the Shares under state securities laws in
accordance with the provisions of Section 4(e), including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey, (vi)
the printing and delivery to the Underwriters of copies of the Registration
Statement as originally filed and of each amendment thereto, of the preliminary
prospectuses, and of the Final Prospectuses and any amendments or supplements
thereto, (vii) the printing and delivery to the Underwriters of copies of the
Blue Sky Survey, and (viii) the fee of the National Association of Securities
Dealers, Inc. and, if applicable, the New York Stock Exchange.

     If the sale of the Shares provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in Section 5
hereof is not satisfied or because of any refusal, inability or failure on the
part of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Shares.

     7. CONDITIONS TO PURCHASE OF OPTION SHARES. In the event the Underwriters
exercise the option granted in Section 2(c) hereof to purchase all or any
portion of the Option Shares and the Date of Delivery determined by the
Representatives pursuant to Section 2 is later than the Closing Date, the
obligations of the several Underwriters to purchase and pay for the Option
Shares that they shall have respectively agreed to purchase hereunder are
subject to the accuracy of the representations and warranties of the Company
contained herein, to the performance by the Company of its obligations hereunder
and to the following additional conditions:

          (a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened; and any
required filing of the Final Prospectus pursuant to Rule 424(b) or Rule 434
under the Act shall have been made within the proper time period.

          (b) At the Date of Delivery, the Representatives shall have received,
each dated the Date of Delivery and relating to the Option Shares:

               (i) the favorable opinion of Stroock & Stroock & Lavan LLP,
counsel for the Company, in form and substance satisfactory to counsel for the
Underwriters, to the same effect as the opinion required by Section 5(b);

               (ii) the favorable opinion of _______________________, counsel
for the Underwriters, to the same effect as the opinion required by Section
5(c);

               (iii) a certificate, of President and Chief Executive Officer or
Senior Vice President of the Company and of the principal financial or
accounting officer of the Company with respect to the matters set forth in
Section 5(d);

               (iv) a letter from Ernst & Young LLP, in form and substance
satisfactory to the Underwriters, substantially the same in scope and substance
as the letter furnished to the Underwriters pursuant to Section 5(e) except that
the "specified date" in the letter furnished pursuant to this Section 7(b)(iv)
shall be a date not more than five days prior to the Date of Delivery;

               (v) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, there shall not
have been (i) any change or decrease specified in the letter or letters referred
to in paragraph (b)(v) of this Section 7 or (ii) any change, or any development
involving a prospective change, in or affecting the earnings, business or
properties of the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Shares as
contemplated by the Registration Statement and the Final Prospectus; and

               (vi) such other information, certificates and documents as the
Representatives may reasonably request.

     If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Date of Delivery by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

          8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or arise out of or are based upon
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Final Prospectus, or any amendment or
supplement thereof, or arise out of or are based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for use in connection
with the preparation thereof and (ii) such indemnity with respect to the
Preliminary prospectus or any Preliminary prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Shares which are the subject thereof if such person did not receive a copy
of the Final Prospectus (or the Final Prospectus as amended or supplemented)
excluding documents incorporated therein by reference at or prior to the
confirmation of the sale of such Shares to such person in any case where such
delivery is required by the Act and the untrue statement or omission of a
material fact contained in the Preliminary prospectus or any Preliminary
prospectus was corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

          (b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the language on the cover page required by Item
509 of Regulation S-K and under the heading "Underwriting" or "Plan of
Distribution" in any Preliminary prospectus or the Final Prospectus constitute
the only information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such statements are
correct.

          (c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of subparagraph
(a), representing the indemnified parties under subparagraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that if clause (i) or
(iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

          (d) To provide for just and equitable contribution in circumstances in
which the indemnification provided for in paragraph (a) of this Section 8 is due
in accordance with its terms but is for any reason held by a court to be
unavailable from the Company on the grounds of policy or otherwise, the Company
and the Underwriters shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) to which the Company and one or
more of the Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the percentage that
the underwriting discount bears to the sum of such discount and the purchase
price of the Shares specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Shares) be responsible for any amount in excess
of the underwriting discount applicable to the Shares purchased by such
Underwriter hereunder and (z) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to clause (y) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this paragraph
(d), notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this paragraph (d).

     9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail to
purchase and pay for any of the Shares agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Shares set forth
opposite their names in Schedule II hereto bear to the aggregate amount of
Shares set forth opposite the names of all the remaining Underwriters) the
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Shares set forth in
Schedule II hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Shares, and
if such non-defaulting Underwriters do not purchase all the Shares, this
Agreement will terminate without liability to any non-defaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any non-defaulting Underwriter for damages occasioned by its default
hereunder.

     10. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Shares, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such exchange or (ii)
there shall have occurred any outbreak or material escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in the judgment of the Representatives,
impracticable to market the Shares.

     11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Shares. The provisions of Section 6 and
8 hereof and this Section 11 shall survive the termination or cancellation of
this Agreement.

     12. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telegraphed and confirmed to them, at the address specified in Schedule I
hereto, with a copy to: [ ]; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at AMETEK, Inc., 37 North Valley
Road, Paoli, Pennsylvania 19301, with a copy to: Stroock & Stroock & Lavan LLP,
180 Maiden Lane, New York, New York 10038, Attn: David H. Kaufman, Esq.

     13. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 8 hereof, and no other
person will have any right or obligation hereunder.

     14. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to principles of conflict of laws.




     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.


                                        Very truly yours,

                                        AMETEK, INC.


                                        By: ____________________________
                                              Name:
                                              Title:


The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.


By:  [Name of Representatives]

By: _____________________
      Name:
      Title:


For themselves and the other several Underwriters, if any, named in Schedule II
to the foregoing Agreement.



                                   SCHEDULE I


Underwriting Agreement dated ___________, ____

Registration Statement No. 333-

Representatives:

Address of Representatives:

Title, Purchase Price and Description of Shares:

         Title:

     Purchase price (include type of funds, if applicable): ____________ in
federal (same day) funds or wire transfer to an account previously designated to
the Representatives by the Company, or if agreed to by the Representatives and
the Company, by certified or official bank check or checks.

     Other provisions:

Closing Date, Time and Location:  ____________________

Delayed Delivery Arrangements:

     Fee: ___________________

     Minimum amount of each contract: ________________

     Maximum aggregate amount of all contracts: ________________

Additional items to be covered by the letter from Ernst & Young LLP delivered
pursuant to Section 5(e) at the
time this Agreement is executed: _____________________________


                                   SCHEDULE II


Underwriters:

Principal Amount of Initial Shares to be Purchased:



                                  SCHEDULE III

                                  Subsidiaries



                                   SCHEDULE IV

                            Delayed Delivery Contract

[Date]

[Insert name and address
 of lead Representative]

Dear Sirs:

     The undersigned hereby agrees to purchase from AMETEK, Inc. (the
"Company"), and the Company agrees to sell to the undersigned, on , , (the
"Delivery Date"), shares of the Company's Common Stock (the "Shares") offered by
the Company's Final Prospectus dated , , receipt of a copy of which is hereby
acknowledged, at a purchase price of % of the principal amount thereof, plus
accrued interest, if any, thereon from , , to the date of payment and delivery,
and on the further terms and conditions set forth in this contract.

     Payment for the Shares to be purchased by the undersigned shall be made on
or before 11:00 A.M. on the Delivery Date to or upon the order of the Company in
New York Clearing House (next day) funds, at your office or at such other place
as shall be agreed between the Company and the undersigned upon delivery to the
undersigned of the Shares in definitive fully registered form and in such
authorized denominations and registered in such names as the undersigned may
request by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date. If no request is
received, the Shares will be registered in the name of the undersigned and
issued in a denomination equal to the aggregate amount of Shares to be purchased
by the undersigned on the Delivery Date.

     The obligation of the undersigned to take delivery of and make payment for
Shares on the Delivery Date, and the obligation of the Company to sell and
deliver Shares on the Delivery Date, shall be subject to the conditions (and
neither party shall incur any liability by reason of the failure thereof) that
(1) the purchase of Shares to be made by the undersigned, which purchase the
undersigned represents is not prohibited on the date hereof, shall not on the
Delivery Date be prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the Delivery Date,
shall have sold to certain underwriters (the "Underwriters") such amount of the
Shares as is to be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above. Promptly after completion of such
sale to the Underwriters, the Company will mail or deliver to the undersigned at
its address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith. The obligation of the undersigned to take delivery of and make
payment for the Shares, and the obligation of the Company to cause the Shares to
be sold and delivered, shall not be affected by the failure of any purchaser to
take delivery of and make payment for the Shares pursuant to other contracts
similar to this contract.

     This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

     It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on the first come, first served basis. If this contract
is acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.

     This agreement shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to principles of
conflict of laws.


                                       Very truly yours,

                                       _____________________________________
                                       (Name of Purchaser)

                                       By: _________________________________
                                          (Signature and Title of Officer)


                                           _________________________________
                                                 (Address)


Accepted:

AMETEK, INC.



By: _________________________
      (Authorized Signature)



                                   SCHEDULE V


                                __________ Shares


                                  AMETEK, INC.
                            (a Delaware corporation)
                                  Common Stock



                                PRICING AGREEMENT


[Date]




  as Representative of the several Underwriters



Dear Sirs:

     Reference is made to the Underwriting Agreement, dated _____________ __,
___ (the "Underwriting Agreement"), relating to the purchase by the several
Underwriters named in Schedule I thereto, for whom you are acting as
representatives (the "Representatives"), of the above shares of Common Stock
(the "Initial Shares"), of AMETEK, Inc. (the "Company").

     We confirm that the Closing Time (as defined in Section 2 of the
Underwriting Agreement) shall be at 9:30 A.M., New York City time, on __________
__, 2001 at the offices of [Stroock & Stroock & Lavan LLP, 180 Maiden Lane LLP,
New York, New York 10038].

     Pursuant to Section 2 of the Underwriting Agreement, the Company agrees
with each Underwriter as follows:

     1. The initial public offering price per share for the Initial Shares,
determined as provided in said Section 2, shall be $__.__.

     2. The purchase price per share for the Initial Shares to be paid by the
several Underwriters shall be $__.__, being an amount equal to the initial
public offering price set forth above less $_.__ per share.

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.


                                        Very truly yours,

                                        AMETEK, INC.


                                        By: ____________________________
                                              Name:
                                              Title:


CONFIRMED AND ACCEPTED:
As of the date first above written:


By:


By: _____________________________
      Name:
      Title:

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

SCHEDULE A