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                                                                     Exhibit 4.1

                           THIRD 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) subsequently approved amendments to
the Original Plan by adoption of the First Amended and Restated 1996 Stock
Option Plan for Non-Officer Key Employees of IDEX Corporation on March 27, 2001,
and the Second Amended and Restated 1996 Stock Option Plan for Non-Officer Key
Employees of IDEX Corporation on March 26, 2002 (the "Amended Plan"), and (3) by
adoption of the Third Amended and Restated 1996 Stock Option Plan for
Non-Officer Key Employees of IDEX Corporation (the "Plan") approved amendments
to the Amended Plan on January 29, 2003. 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 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


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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 committee of the Board, appointed to
administer the Plan 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 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.


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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.

Section 1.15 - Plan

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


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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

                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 3,200,000 shares and furthermore, the
maximum number of shares of Common Stock which may be subject to Options granted
under the Plan to any individual in any calendar year shall not exceed 5,000,
and the method of counting such shares shall conform to any requirements
applicable to performance-based compensation under Section 162(m) of the Code.
The shares of Common Stock issuable upon exercise of such Options may be either
previously authorized and unissued shares or treasury shares.


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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, reverse stock split, stock dividend,
combination of shares or any similar event, 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 or that may be granted as Options to any one individual in any calendar
year. 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, reverse stock split, 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

                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



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                (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

                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.


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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.


                                   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.


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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

                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


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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 for at least six months, duly endorsed for transfer to the
Company with a Fair Market Value on 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 minimum 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 minimum 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 the minimum required 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


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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 - Committee

                The Compensation Committee (or another committee or a
subcommittee of the Board assuming the functions of the Committee under the
Plan) shall administer the Plan. The Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, each of
whom must be both a "non-employee director" as defined by Rule 16b-3 of the
Exchange Act and an "outside director" for purposes of Section 162(m) of the
Code. The failure of the constitution of the Committee to comply with the
foregoing requirements shall not adversely 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.


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                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 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, except that an amendment may be made to
cause the Plan or any Option to comply with applicable law, stock exchange rules
or accounting rules. In addition, no such amendment shall be made without the
approval of the Company's shareholders to the extent such approval is required
by law, applicable stock exchange rules or if such amendment would:

                (a) expand the classes of persons to whom Options may be made
under Section 3.1 of this Plan;


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<PAGE>

                (b) increase the number of shares of Common Stock authorized for
grant under Section 2.1 of this Plan, other than as provided by Section 2.3;

                (c) increase the number of shares which may be granted under
Options to any one individual under Section 2.1 of this Plan, other than as
provided by Section 2.3;

                (d) allow the creation of additional types of equity based
awards;

                (e) permit decreasing the option price on any outstanding
Option;

                (f) extend the term of the Plan beyond January 29, 2013; or

                (g) change any of the provisions of this Section 7.2.

Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules as well as
other developments, and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval. 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 January 29, 2013.

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.


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<PAGE>

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).

                                     * * * *

                I hereby certify that the foregoing Plan was duly approved by
the Board of Directors of IDEX Corporation effective January 29, 2003

                Executed on this 29th day of January, 2003.

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

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