EXHIBIT 10.1

                FIRST AMENDMENT TO IDEX CORPORATION 1996 DEFERRED
                         COMPENSATION PLAN FOR OFFICERS

         WHEREAS, this corporation has adopted the 1996 Deferred Compensation
Plan for Officers (the "Plan");

         WHEREAS, the Plan provides for deferred compensation units which are
denominated in common stock, and when distributions are made from the Plan with
respect to deferred compensation units, such distributions are made in the form
of common stock under the 1996 Stock Plan for Officers of IDEX Corporation (the
"1996 Officers Stock Plan");

         WHEREAS, this corporation has also adopted the 2001 Stock Plan for
Officers of IDEX Corporation (the "2001 Officers Stock Plan") which provides for
the payment of common stock pursuant to deferred compensation plans;

         WHEREAS, it is desirable to amend the Plan to provide that deferred
compensation units credited after the date hereof be paid from common stock
under the 2001 Officers Stock Plan.

         NOW, THEREFORE, it is resolved that the Plan is amended effective March
23, 2003 as follows:

                  1. By deleting the last sentence of the first paragraph of the
                  Plan.

                  2. By substituting the following under Section 1.25 definition
                  of Officers Stock Plan:

         "Officers Stock Plan" shall mean (i) for distribution, of Common Stock
with respect to Deferred Compensation Units credited prior to March 23, 2004,
the 1996 Stock Plan for Officers of IDEX Corporation, and (ii) for distribution,
of Common Stock with respect to Deferred Compensation Units credited on or after
March 23, 2004, the 2001 Stock Plan for Officers of IDEX Corporation. Any
investment of Deferred Amounts into the Deferred Compensation Units Account and
subsequent distribution of Common Stock pursuant to Article V shall be subject
to and in accordance with the applicable Officers Stock Plan which are
incorporated herein by reference.

         In all other respects the Plan shall remain in full force and effect.

         FURTHER RESOLVED, that the officers of this corporation are authorized
to produce a copy of the Plan as conformed to reflect the foregoing amendment
and to take all action appropriate and necessary to effectuate the foregoing
amendment.

                                   * * * * * *

         I, Frank Notaro, the Vice President - General Counsel and Secretary of
IDEX Corporation do hereby certify that the foregoing Amendment was adopted by
the Board of Directors of IDEX Corporation at a duly held meeting on March, 23
2004.

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Vice President - General Counsel and
Secretary as Aforesaid