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                                                                     EXHIBIT 4.1

                           FIRST 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, and (2) by adoption of the First Amended
and Restated 1996 Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (the "Plan") approved amendments to the Original Plan on March 27,
2001. 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



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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



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                  "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.

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 First 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.




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                                   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 1,650,000 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




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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

                  (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.




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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.

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.



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                                   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 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.




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                                   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.



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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 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




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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 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.




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                                   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 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





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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. 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.




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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).

                                    * * * *

                  I hereby certify that the foregoing Plan was duly approved by
the Board of Directors of IDEX Corporation effective March 27, 2001.

                  Executed on this 27th day of March, 2001.

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



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