<PAGE>
"THIS FORM OF PROXY REPLACES THE FORM OF PROXY PREVIOUSLY FILED WITH THE
DEFINITIVE PROXY MATERIAL EARLIER TODAY ON MARCH 24, 1994."
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AMETEK, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter E. Blankley, Lewis G. Cole and Robert
W. Yannarell, or a majority of those present and acting, or, if only one is
present, then that one, proxies, with full power of substitution, to vote all
stock of AMETEK, INC. which the undersigned is entitled to vote at the
Company's Annual Meeting to be held at Hotel du Pont, 11th and Market Streets,
Wilmington, Delaware, on Tuesday, April 26, 1994, at two o'clock in the
afternoon, and at any adjournment thereof, hereby ratifying all that said
proxies or their substitutes may do by virtue hereof, and the undersigned
authorizes and instructs said proxies to vote as follows:
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
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[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
UNLESS OTHERWISE SPECIFIED, THE UNDERSIGNED'S VOTE IS TO BE CAST FOR ALL OF THE
BOARD OF DIRECTORS NOMINEES, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4, ALL
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
FOR ALL NOMINEES WITHHOLD AUTHORITY
1. Election of
Directors: [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS.
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Walter E. Blankley, Lewis G. Cole, Helmut N. Friedlaender, Sheldon S. Gordon,
Charles D. Klein, David P. Steinmann, Elizabeth R. Varet
INSTRUCTION: To withhold authority to vote for any individual nominee, place
an "X' in the box on the left (FOR ALL NOMINEES) and write that nominee's name
in the space provided below.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.
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FOR AGAINST ABSTAIN
2. Amendment to Certificate
of Incorporation: [_] [_] [_]
3. Appointment of Ernst &
Young as Auditors: [_] [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST SHAREHOLDER PROPOSAL 4.
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4. Shareholder proposal
regarding reconstitution
of Board of Directors: [_] [_] [_]
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Receipt of the notice of said meeting and of the Proxy Statement and Annual
Report of Ametek, Inc. accompanying the same is hereby acknowledged.
Please date, sign and return this proxy in the enclosed envelope.
SIGNATURE(S) ____________________________________________DATED____________,1994
_________________________________________________________DATED____________,1994
NOTE: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc. should so indicate when signing, giving
full title as such. If signer is a corporation, execute in full
corporate name by authorized officer. If shares held in the name of two
or more persons, all should sign.
