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                                                                     EXHIBIT 4.1


                           SECOND AMENDED AND RESTATED
                             1996 STOCK OPTION PLAN
                          FOR NON-OFFICER KEY EMPLOYEES
                                       OF
                                IDEX CORPORATION


         IDEX Corporation, a Delaware corporation (the "Company"), by resolution
of its Board of Directors, (1) originally approved the form of the 1996 Stock
Option Plan for Non-Officer Key Employees of IDEX Corporation (the "Original
Plan") on January 23, 1996, (2) by adoption of the First Amended and Restated
1996 Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the
"First Amended Plan") approved amendments to the Original Plan on March 27,
2001, and (3) by adoption of the Second Amended and Restated 1996 Stock Option
Plan for Non-Officer Key Employees of IDEX Corporation (the "Plan") approved
amendments to the First Amended Plan on March 26, 2002. The purposes of this
Plan are as follows:

         (1) To further the growth, development and financial success of the
Company by providing additional incentives to certain of its non-officer key
Employees who have been or will be given responsibility for the management or
administration of the Company's business affairs, by assisting them to become
owners of the Company's Common Stock and thus to benefit directly from its
growth, development and financial success.

         (2) To enable the Company to obtain and retain the services of the type
of professional, technical and managerial employees considered essential to the
long-range success of the Company by providing and offering them an opportunity
to become owners of the Company's Common Stock under options.

                                    ARTICLE I

                                   DEFINITIONS

         Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The singular shall include the plural, where the context so indicates.

SECTION 1.1 - BOARD

         "Board" shall mean the Board of Directors of the Company.

SECTION 1.2 - CHANGE IN CONTROL

         "Change in Control" shall mean the occurrence of (a) any transaction or
series of transactions which within a 12-month period constitute a change of
management or control

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where (i) at least 51 percent of the then outstanding shares of Common Stock are
(for cash, property (including, without limitation, stock in any corporation),
or indebtedness, or any combination thereof) redeemed by the Company or
purchased by any person(s), firm(s) or entity(ies), or exchanged for shares in
any other corporation whether or not affiliated with the Company, or any
combination of such redemption, purchase or exchange, or (ii) at least 51
percent of the Company's assets are purchased by any person(s), firm(s) or
entity(ies) whether or not affiliated with the Company for cash, property
(including, without limitation, stock in any corporation) or indebtedness or any
combination thereof, or (iii) the Company is merged or consolidated with another
corporation regardless of whether the Company is the survivor (except any such
transaction solely for the purpose of changing the Company's domicile or which
does not change the ultimate beneficial ownership of the equity interests in the
Company), or (b) any substantial equivalent of any such redemption, purchase,
exchange, change, transaction or series of transactions, acquisition, merger or
consolidation constituting such a change of management or control. For purposes
hereof, the term "control" shall have the meaning ascribed thereto under the
Exchange Act and the regulations thereunder, and the term "management" shall
mean the chief executive officer of the Company. For purposes of clause (a)(ii)
above or as appropriate for purposes of clause (b) above, the Company shall be
deemed to include on a consolidated basis all subsidiaries and other affiliated
corporations or other entities with the same effect as if they were divisions.

SECTION 1.3 - CODE

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.4 - COMMITTEE

         "Committee" shall mean the Compensation Committee of the Board,
appointed as provided in Section 6.1.

SECTION 1.5 - COMMON STOCK

         "Common Stock" shall mean the common stock, par value $.01 per share,
of the Company.

SECTION 1.6 - COMPANY

         "Company" shall mean IDEX Corporation.

SECTION 1.7 - DIRECTOR

         "Director" shall mean a member of the Board.

SECTION 1.8 - EMPLOYEE

         "Employee" shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any

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corporation which is then a Parent Corporation or a Subsidiary, whether such
employee is so employed at the time this Plan is adopted or becomes so employed
subsequent to the adoption of this Plan.

SECTION 1.9 - EXCHANGE ACT

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

SECTION 1.10 - FAIR MARKET VALUE

         "Fair Market Value" of the Common Stock shall mean as of a given date:
(i) if Common Stock is traded on an exchange then the closing price of a share
of Common Stock as reported in the Wall Street Journal for the first trading
date immediately prior to such date during which a sale occurred; or (ii) if
Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor
or other quotation system, (x) the last sales price (if the Common Stock is then
listed as a National Market Issue under the NASD National Market System) or (y)
the mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the date immediately prior to such date on which
sales prices or bid and asked prices, as applicable, are reported by NASDAQ or
such successor quotation system; or (iii) if such Common Stock is not publicly
traded on an exchange and not quoted on NASDAQ or a successor quotation system,
the mean between the closing bid and asked prices for the Common Stock on the
day previous to such date, as determined in good faith by the Committee; or (iv)
if the Common Stock is not publicly traded, the fair market value established by
the Committee acting in good faith.

SECTION 1.11 - OFFICER

         "Officer" shall mean an officer of the company, as defined in Rule
16a-1(f) under the Exchange Act, as such Rule may be amended in the future.

SECTION 1.12 - OPTION

         "Option" shall mean an option to purchase Common Stock of the Company,
granted under the Plan.

SECTION 1.13 - OPTIONEE

         "Optionee" shall mean an Employee to whom an Option is granted under
the Plan.

SECTION 1.14 - PARENT CORPORATION

         "Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


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SECTION 1.15 - PLAN

         "Plan" shall mean this Second Amended and Restated 1996 Stock Option
Plan for Non-Officer Key Employees of IDEX Corporation.

SECTION 1.16 - RETIREMENT

         "Retirement" shall mean termination of employment with the Company upon
reaching retirement age, or earlier, at the election of the Employee, in
accordance with the Company's policy on retirement.

SECTION 1.17 - SECRETARY

         "Secretary" shall mean the Secretary of the Company.

SECTION 1.18 - SECURITIES ACT

         "Securities Act" shall mean the Securities Act of 1933, as amended.

SECTION 1.19 - SUBSIDIARY

         "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

SECTION 1.20 - TERMINATION OF EMPLOYMENT

         "Termination of Employment" shall mean the time (which, in the absence
of any other determination by the Committee, shall be deemed to be the last day
actually worked by the Optionee) when the employee-employer relationship between
the Optionee and the Company, a Parent Corporation or a Subsidiary is terminated
for any reason, with or without cause, including, but not by way of limitation,
a termination by resignation, discharge, death or Retirement, but excluding
terminations where there is a simultaneous reemployment by the Company, a Parent
Corporation or a Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all other matters and questions relating to Termination
of Employment, including, but not by way of limitation, the question of whether
a Termination of Employment resulted from a discharge for good cause, and all
questions of whether particular leaves of absence constitute Terminations of
Employment.

                                   ARTICLE II

                               GENERAL CONDITIONS

SECTION 2.1 - SHARES SUBJECT TO PLAN


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         The shares of stock subject to Options shall be shares of the Common
Stock. The aggregate number of such shares which may be issued upon exercise of
Options shall not exceed 2,200,000 shares. The shares of Common Stock issuable
upon exercise of such Options may be either previously authorized and unissued
shares or treasury shares.

SECTION 2.2 - UNEXERCISED OPTIONS

         If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder, subject to the limitations of Section 2.1.

SECTION 2.3 - CHANGES IN COMPANY'S SHARES

         In the event that the outstanding shares of Common Stock of the Company
are hereafter changed into or exchanged for a different number or kind of shares
or other securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, appropriate adjustments shall
be made by the Committee in the number and kind of shares for the purchase of
which Options may be granted, including adjustments of the limitations in
Section 2.1 on the maximum number and kind of shares which may be issued on
exercise of Options. In the event of an adjustment contemplated by this Section
2.3 in any outstanding Options, the Committee shall make an appropriate and
equitable adjustment to the end that after such event the Optionee's
proportionate interest shall be maintained as before the occurrence of such
event. Such adjustment in any outstanding Options shall be made without change
in the total price applicable to the Option or the unexercised portion of the
Option (except for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding adjustment
in the Option price per share. In the event of a "spin-off" or other substantial
distribution of assets of the Company which has a material diminutive effect
upon Fair Market Value, the Committee may in its discretion make an appropriate
and equitable adjustment to the Option exercise price to reflect such
diminution. Any such adjustment made by the Committee shall be final and binding
upon all Optionees, the Company and all other interested persons.

         Notwithstanding the foregoing, in the event of such a reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination, or other adjustment or event which results in shares of
Common Stock being exchanged for or converted into cash, securities or other
property, the Company will have the right to terminate this Plan as of the date
of the exchange or conversion, in which case all Options under this Plan shall
become the right to receive such cash, securities or other property, net of any
applicable exercise price.

SECTION 2.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES


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         The Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock purchased upon the exercise of any
Option, or portion thereof, prior to fulfillment of all of the following
conditions:

         (a) The admission of such shares to listing on all stock exchanges on
which the Common Stock is then listed; and

         (b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall, in its absolute discretion, deem necessary or
advisable; and

         (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and

         (d) The payment to the Company (or other employer corporation) of all
amounts which it is required to withhold under federal, state or local law in
connection with the exercise of the Option; and

         (e) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may establish from time to time for reasons of
administrative convenience.

SECTION 2.5 - MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION

         Notwithstanding any other provision of the Plan, in its absolute
discretion, and on such terms and conditions as it deems appropriate, the
Committee may provide by the terms of any Option that such Option cannot be
exercised after a Change in Control or the liquidation or dissolution of the
Company (collectively, "Control Events"); and if the Committee so provides, it
may, in its absolute discretion, on such terms and conditions as it deems
appropriate, also provide, either by the terms of any Option or by a resolution
adopted prior to the occurrence of such Control Event, that, for some period of
time beginning prior to and ending as of (and including) the time of such event,
such Option shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) or
any installment provisions of any Option.

SECTION 2.6 - RIGHTS AS SHAREHOLDERS

         The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

SECTION 2.7 - TRANSFER RESTRICTIONS


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         The Committee, in its absolute discretion, may impose such restrictions
on the transferability of the shares purchasable upon the exercise of an Option
as it deems appropriate. Any such restriction shall be set forth in the
respective Stock Option Agreement and may be referred to on the certificates
evidencing such shares.

SECTION 2.8 - NO RIGHT TO CONTINUED EMPLOYMENT

         Nothing in this Plan or in any Stock Option Agreement shall confer upon
any Optionee any right to continue in the employ of the Company, any Parent
Corporation or any Subsidiary or shall interfere with or restrict in any way the
rights of the Company, its Parent Corporations and its Subsidiaries, which are
hereby expressly reserved, to discharge any Optionee at any time for any reason
whatsoever, with or without cause.

                                   ARTICLE III

                               GRANTING OF OPTIONS

SECTION 3.1 - ELIGIBILITY

         Any key Employee, other than an Officer, shall be eligible to be
granted Options under the Plan, as provided in Section 3.2.

SECTION 3.2 - GRANTING OF OPTIONS

         (a) Upon the recommendation of the chief executive officer of the
Company, the Committee shall from time to time, in its absolute discretion:

                  (i) Determine which Employees are key Employees and select
         from among the key Employees (including those to whom Options have been
         previously granted under the Plan) such of them as in its opinion
         should be granted Options; and

                  (ii) Determine the number of shares to be subject to such
         Options granted to such selected key Employees; and

                  (iii) Determine the terms and conditions of such Options,
         consistent with the Plan.

         (b) Upon the selection of an Employee to be granted an Option, the
Committee shall instruct the Secretary to issue such Option and may impose such
conditions on the grant of such Option as it deems appropriate. Without limiting
the generality of the preceding sentence, the Committee may, in its discretion
and on such terms as it deems appropriate, require as a condition on the grant
of an Option to an Employee that the Employee surrender for cancellation some or
all of the unexercised Options which have been previously granted to such
Employee. An Option the grant of which is conditioned upon such surrender may
have an option price lower (or higher) than the option price of the surrendered
Option, may cover the same (or a lesser or greater) number of shares as the
surrendered Option, may contain such other terms as the

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Committee deems appropriate and shall be exercisable in accordance with its
terms, without regard to the number of shares, price option period or any other
term or condition of the surrendered Option.

                                   ARTICLE IV

                                TERMS OF OPTIONS

SECTION 4.1 - OPTION AGREEMENT

         Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized Officer of the Company
and which shall contain such terms and conditions as the Committee shall
determine, not inconsistent with the Plan.

SECTION 4.2 - OPTION PRICE

         The price per share of the shares subject to each Option shall be set
by the Committee; provided, however, that the price per share shall not be less
than 100% of the Fair Market Value as of the date such Option is granted.

SECTION 4.3 - COMMENCEMENT OF EXERCISABILITY

         (a) Except as the Committee may otherwise provide, no Option may be
exercised in whole or in part during the first year after such Option is
granted.

         (b) Subject to the provisions of Sections 4.3(a) and 4.3(c), Options
shall become exercisable at such times and in such installments (which may be
cumulative) as the Committee shall provide in the terms of each individual
Option; provided, however, that by a resolution adopted after an Option is
granted the Committee may, on such terms and conditions as it may determine to
be appropriate and subject to Sections 4.3(a) and 4.3(c), accelerate the time at
which such Option or any portion thereof may be exercised.

         (c) No portion of an Option which is unexercisable at Termination of
Employment shall thereafter become exercisable; provided, however, that in the
event of a Termination of Employment resulting from the Optionee's death,
disability or Retirement, all Options shall become exercisable, effective
immediately upon the occurrence of such event.

SECTION 4.4 - EXPIRATION OF OPTIONS

         (a) No Option may be exercised to any extent by anyone after, and every
Option shall expire no later than, the expiration of ten years from the date the
Option was granted.

         (b) Subject to the provisions of Section 4.4(a), the Committee shall
provide, in the terms of each individual Option, when such Option expires and
becomes unexercisable.

SECTION 4.5 - CONSIDERATION


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         In consideration of the granting of an Option, the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of the
Company, a Parent Corporation or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

SECTION 5.1 - PERSON ELIGIBLE TO EXERCISE

         During the lifetime of the Optionee, only such Optionee may exercise an
Option (or any portion thereof) granted to such Optionee. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by such Optionee's Beneficiary. "Beneficiary" shall mean
any one or more persons, corporations, trusts, estates, or any combination
thereof, last designated by an Optionee in accordance with the applicable Stock
Option Agreement.

SECTION 5.2 - PARTIAL EXERCISE

         At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may,
by the terms of the Option, require any partial exercise to be with respect to a
specified minimum number of shares.

SECTION 5.3 - MANNER OF EXERCISE

         An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or the Secretary's office of all
of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:

         (a) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that such Option or portion
is exercised, such notice complying with all applicable rules established by the
Committee;

         (b) Full payment (in cash or by check) for the shares with respect to
which such Option or portion thereof is exercised, including payment to the
Company (or other employer corporation) of all amounts which it is required to
withhold under federal, state or local law in connection with the exercise of
the Option. However, in the discretion of the Committee, payment may be made, in
whole or in part, through (i) the delivery of shares of Common Stock owned by
the Optionee, duly endorsed for transfer to the Company with a Fair Market Value
on


<PAGE>

the date of delivery equal to that portion of the aggregate exercise price of
the Option or exercised portion thereof plus the amount of the applicable
withholding tax for which such payment is permitted by the Committee; (ii) the
surrender of shares of Common Stock then issuable upon exercise of the Option
having a Fair Market Value on the date of Option exercise equal to that portion
of the aggregate exercise price of the Option or exercise portion thereof, plus
the amount of the applicable withholding tax, for which such payment is
permitted by the Committee; (iii) the delivery of a full recourse promissory
note bearing interest (at no less than such rate as shall then preclude the
imputation of interest under the Code) and payable upon such terms as may be
prescribed by the Committee; (iv) to the extent permitted by law, a "cashless
exercise procedure" satisfactory to the Committee which permits the Optionee to
deliver an exercise notice to a broker-dealer, who then sells Option shares,
delivers the proceeds of the sale, less commission, to the Company, which
delivers such proceeds, less the exercise price and withholding taxes, to the
Optionee, or (v) any combination of the consideration provided in the foregoing
subparagraphs (i), (ii), (iii) and (iv). In the case of a promissory note, the
Committee may also prescribe the form of such note and the security (if any) to
be given for such note. Notwithstanding the foregoing, the Option may not be
exercised by delivery of a promissory note or by a loan from the Company where
such loan or other extension of credit is prohibited by law;

         (c) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars; and

         (d) In the event that the Option or portion thereof shall be exercised
pursuant to Section 5.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option
or portion thereof.

                                   ARTICLE VI

                                 ADMINISTRATION

SECTION 6.1 - COMPENSATION COMMITTEE

         The Compensation Committee shall consist of two or more Directors,
appointed by and holding office at the pleasure of the Board, none of whom may
(i) be an Officer, (ii) receive compensation, either directly or indirectly,
from the Company or any Parent Corporation or Subsidiary, for services rendered
in any capacity other than as a Director, except for an amount that does not
exceed the dollar amount for which disclosure would be required pursuant to Item
404 of Regulation S-K ("Item 404"), (iii) possess an interest in any other
transaction for which disclosure would be required pursuant to Item 404 or (iv)
be engaged in a business relationship for which disclosure would be required
pursuant to Item 404. The constitution of the Committee must also comply with
the requirements of Section 162(m) of the Code. The failure of the constitution
of the Committee to comply with the foregoing requirements shall not adversely
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affect the validity of any shares issued upon exercise of Options under the
Plan. Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time. Vacancies in the
Committee shall be filled by the Board.

SECTION 6.2 - DUTIES AND POWERS OF COMMITTEE

         It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the
Committee.

SECTION 6.3 - MAJORITY RULE

         The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.

SECTION 6.4 - COMPENSATION;  PROFESSIONAL ASSISTANCE;  GOOD FAITH ACTIONS

         Members of the Committee shall receive such compensation for their
services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accounts, appraisers, brokers or other persons.
The Committee, the Company and its Officers and Directors shall be entitled to
rely upon the advice, opinions or valuations of any such persons. All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Optionees, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Options, and all members of the Committee shall be fully
protected by the Company in respect to any such action, determination or
interpretation.

                                   ARTICLE VII

                                OTHER PROVISIONS

SECTION 7.1 - OPTIONS NOT TRANSFERABLE

         No Option or interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Optionee or the Optionee's
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including


<PAGE>

bankruptcy), and any attempted disposition thereof shall be null and void and of
no effect; provided, however, that nothing in this Section 7.1 shall prevent
transfers to a Beneficiary.

SECTION 7.2 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

         The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Committee.
Neither the amendment, suspension nor termination of the Plan shall, without the
consent of the holder of an Option, impair any rights or obligations under any
Option theretofore granted. No Option may be granted during any period of
suspension nor after termination of the Plan, and in no event may any Option be
granted under this Plan after September 24, 2006.

SECTION 7.3 - EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS

         The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

SECTION 7.4 - TITLES

         Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of the Plan.

SECTION 7.5 - CONFORMITY TO SECURITIES LAWS

         The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act, the Exchange Act and the Code and any and all
regulations and rules promulgated by the Securities and Exchange Commission and
Internal Revenue Service thereunder. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and Options shall be granted and may
be exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.

SECTION 7.6 - GOVERNING LAW

         This Plan and any agreements hereunder shall be administered,
interpreted and enforced in accordance with the laws of the State of Illinois
(without reference to the choice of law provisions of Illinois law).


<PAGE>

                                      * * *

         I hereby certify that the foregoing Plan was duly approved by the Board
of Directors of IDEX Corporation effective March 26, 2002.


                                       Executed on this 26th day of March, 2002.

                                       /s/ FRANK J. NOTARO
                                       --------------------------------
                                       Frank J. Notaro
                                       Secretary