Edgar Filing: IDEX CORP /DE/

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[ ] Soliciting Material Pursuant to Section 240.14a-12

Idex Corporation
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(Name of Registrant as Specified In Its Charter)

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SEC 1913 (02-02)

(IDEX CORPORATION)
630 Dundee Road, Suite 400
Northbrook, IL 60062

March 6, 2006

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of shareholders of
IDEX Corporation which will be held on Tuesday, April 4, 2006, at 10:00 a.m.
Central Time, at Bank of America, LaSalle Room, 21st Floor, 231 South LaSalle
Street, Chicago, Illinois.

Details of the business to be conducted at the Annual Meeting are given in
the attached Notice of Annual Meeting and Proxy Statement. Included with the
Proxy Statement is a copy of the Company's 2005 Annual Report. We encourage you
to read the Annual Report. It includes information on the Company's operations,
markets, products and services, as well as the Company's audited financial
statements.

Whether or not you attend the Annual Meeting, it is important that your
shares be represented and voted. Therefore, we urge you to sign, date, and
promptly return the accompanying proxy card in the enclosed envelope. If you
decide to attend the Annual Meeting, you will be able to vote in person, even if
you have previously submitted your proxy card.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Annual Meeting.

Sincerely,

-s- Lawrence D. Kingsley
LAWRENCE D. KINGSLEY
President and Chief Executive Officer

IDEX CORPORATION
---------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 4, 2006
---------------------------------

TO THE SHAREHOLDERS:

The Annual Meeting of shareholders of IDEX Corporation (the "Company") will
be held on Tuesday, April 4, 2006, at 10:00 a.m. Central Time, at Bank of
America, LaSalle Room, 21st Floor, 231 South LaSalle Street, Chicago, Illinois,
for the following purposes:

1. To elect two directors for a term of three years.

2. To ratify the appointment of Deloitte & Touche LLP as auditors of the
Company for 2006.

3. To transact such other business as may properly come before the
meeting.

The Board of Directors fixed the close of business on February 28, 2006, as
the record date for the determination of shareholders owning the Company's
Common Stock entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

-s- Frank J. Notaro
FRANK J. NOTARO
Vice President-General Counsel
and Secretary

March 6, 2006
Northbrook, Illinois

------------------------------------

PROXY STATEMENT

------------------------------------

The Company has prepared this Proxy Statement in connection with the
solicitation by the Company's Board of Directors of proxies for the Annual
Meeting of shareholders of IDEX Corporation to be held on Tuesday, April 4,
2006, at 10:00 a.m. Central Time, at Bank of America, LaSalle Room, 21st floor,
231 South LaSalle Street, Chicago, Illinois. The Company commenced distribution
of this Proxy Statement and the accompanying materials on March 6, 2006.

The Company will bear the costs of preparing and mailing this Proxy
Statement and other costs of the proxy solicitation made by the Company's Board
of Directors. Certain of the Company's officers and employees may solicit the
submission of proxies authorizing the voting of shares in accordance with the
Board of Directors' recommendations, but no additional remuneration will be paid
by the Company for the solicitation of those proxies. Such solicitations may be
made by personal interview, telephone, or facsimile transmission. Arrangements
also have been made with brokerage firms and others for the forwarding of proxy
solicitation materials to the beneficial owners of Common Stock of the Company
held of record by such persons. The Company will reimburse such brokerage firms
and others for reasonable out-of-pocket expenses incurred by them in connection
with this work. In addition, the Company has engaged Morrow & Co. to assist in
proxy solicitation and collection, and has agreed to pay such firm $5,500, plus
out-of-pocket costs.

VOTING AT THE MEETING

The record of shareholders entitled to notice of, and to vote at, the
Annual Meeting was taken as of the close of business on February 28, 2006, and
each shareholder will be entitled to vote at the meeting any shares of IDEX
Common Stock held on that record date. An aggregate of 52,948,273 shares of the
Company's Common Stock was outstanding at the close of business on February 28,
2006. Each share entitles its holder of record to one vote on each matter upon
which votes are taken at the Annual Meeting. No other securities are entitled to
be voted at the Annual Meeting.

A quorum of shareholders is necessary to take action at the Annual Meeting.
A majority of outstanding shares of Common Stock of the Company present in
person or represented by proxy will constitute a quorum. The Company will
appoint election inspectors for the meeting to determine whether or not a quorum
is present, and to tabulate votes cast by proxy or in person at the Annual
Meeting. Under certain circumstances, a broker or other nominee may have
discretionary authority to vote certain shares of Common Stock if instructions
have not been received from the beneficial owner or other person entitled to
vote. The election inspectors will treat directions to withhold authority,
abstentions and broker non-votes (which occur when a broker or other nominee
holding shares for a beneficial owner does not vote on a particular proposal
because such broker or other nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner) as present and entitled to vote for purposes of determining the presence
of a quorum for the transaction of business at the Annual Meeting. The election
of directors requires a plurality vote, and the ratification of the appointment
of Deloitte & Touche LLP as auditors of the Company for 2006 requires a majority
vote, of the shares of Common Stock of the Company present in person or
represented by proxy at the meeting. Directions to withhold authority will have
no effect on the election of directors, because directors are elected by a
plurality of votes cast. Abstentions will be treated as shares voted against the
ratification of the appointment of Deloitte & Touche LLP as auditors of the
Company for 2006.

The Company requests that you mark the accompanying proxy card to indicate
your votes, sign and date it, and return it to the Company in the enclosed
envelope. If your completed proxy card is received prior to or at the meeting,
your shares will be voted in accordance with your voting instructions. If you
sign and return your proxy card but do not give voting instructions, your shares
will be voted FOR the election of the Company's nominees as directors, FOR the
ratification of the appointment of Deloitte & Touche LLP as auditors of the
Company for 2006, and in the discretion of the proxy holders as to any other
business which may properly come before the meeting. Any proxy solicited hereby
may be revoked by the person or persons giving it at any time before it has been
exercised at the Annual Meeting by giving notice of revocation to the Company in
writing at the meeting. The Company requests that all such written notices of
revocation to the Company be addressed to Frank J. Notaro, Vice
President-General Counsel and Secretary, IDEX Corporation, 630 Dundee Road,
Suite 400, Northbrook, IL 60062.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Restated Certificate of Incorporation, as amended, provides
for a three-class Board, with one class being elected each year for a term of
three years. The Board of Directors currently consists of eight members, two of
whom are Class II directors whose terms will expire at this year's Annual
Meeting, three of whom are Class III directors whose terms, subject to the next
paragraph, will expire at the Annual Meeting to be held in 2007, and three of
whom are Class I directors whose terms will expire at the Annual Meeting to be
held in 2008.

Dennis K. Williams, the Company's Chairman of the Board and a Class III
director, will retire and resign as Chairman of the Board on the date of the
Annual Meeting. Upon the resignation of Mr. Williams, Mr. Kingsley will become
the Chairman of the Board. Additionally, Paul E. Raether, a Class III director,
will retire and resign from the Board on the date of the Annual Meeting. On
February 2, 2006, the Board of Directors appointed, with effect on Mr. Raether's
retirement and resignation on the date of the Annual Meeting, Ruby Chandy to
fill the vacancy created by Mr. Raether's resignation. As a result of such
resignations and appointment, the Board of Directors will be reduced to, and
consist of, seven members.

The Company's Board of Directors has nominated two individuals for election
as Class II directors to serve for a three-year term expiring at the Annual
Meeting to be held in 2009, or upon the election and qualification of their
successors. The nominees of the Board of Directors are Michael T. Tokarz and
Frank S. Hermance. Messrs. Tokarz and Hermance are currently serving as
directors of the Company. The nominees and the directors serving in Class III
and Class I whose terms expire in future years and who will continue to serve
after the Annual Meeting are listed below with brief statements setting forth
their present principal occupations and other information, including
directorships in other public companies.

If for any reason the nominees for a Class II directorship are unavailable
to serve, proxies solicited hereby may be voted for a substitute. The Board,
however, expects the nominees to be available.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES IN CLASS II IDENTIFIED BELOW.

NOMINEES FOR DIRECTORSHIP

CLASS II: NOMINEES FOR THREE-YEAR TERM

MICHAEL T. TOKARZ Director since 1987
Member Age 56
The Tokarz Group L.L.C.

Mr. Tokarz has been a director of the Company since its organization in
September 1987. He has been a member of The Tokarz Group L.L.C. since February
1, 2002. From prior to 2001 until January 31, 2002, Mr. Tokarz was a member of
Kohlberg Kravis Roberts & Co., L.L.C. Mr. Tokarz is a director of Conseco, Inc.,
MVC Capital, Inc. and Walter Industries, Inc. Mr. Tokarz is a member of the
Compensation Committee and the Executive Committee of the Board of Directors.

FRANK S. HERMANCE Director since 2004
Chairman and Chief Executive Officer Age 57
AMETEK, INC.

Mr. Hermance has been a director of the Company since January 5, 2004. Mr.
Hermance has been Chairman and Chief Executive Officer of AMETEK, INC. since
January 2001. Mr. Hermance is a director of AMETEK, INC. Mr. Hermance is a
member of the Audit Committee of the Board of Directors. Mr. Hermance has been
appointed by the Board to the Nominating and Corporate Governance Committee,
effective on the date of the Annual Meeting, conditioned on Mr. Hermance being
elected at the Annual Meeting.

OTHER INCUMBENT DIRECTORS

CLASS III: THREE-YEAR TERM EXPIRES IN 2007

RUBY R. CHANDY Director since 2006
Vice President of Marketing and Commercial Excellence Age 42
Thermo Electron Corporation

Ms. Chandy has been appointed by the Board to fill the vacancy created by
Mr. Raether's resignation, with effect on the date of the Annual Meeting. Ms.
Chandy has been Vice President of Marketing and Commercial Excellence, Thermo
Electron Corporation since 2004. She served as President, Bioscience
Technologies Division, Thermo Electron Corporation from 2002 to 2004, and as
President, Process Instruments Division, Thermo Electron Corporation from 2001
to 2002. Ms. Chandy has been appointed by the Board to the Nominating and
Corporate Governance Committee, effective on the date of the Annual Meeting, to
succeed Mr. Raether.

NEIL A. SPRINGER Director since 1990
Managing Director Age 67
Springer & Associates, L.L.C.

Mr. Springer has been a director of the Company since February 27, 1990. He
has been Managing Director of Springer & Associates, L.L.C. since prior to 2001.
Mr. Springer is a director of CUNA Mutual Insurance Group and Walter Industries,
Inc. Mr. Springer is the Chairman of the Nominating and Corporate Governance
Committee, and a member of the Audit Committee and Executive Committee of the
Board of Directors.

CLASS I: THREE-YEAR TERM EXPIRES IN 2008

BRADLEY J. BELL Director since 2001
Executive Vice President and Chief Financial Officer Age 53
Nalco Company

Mr. Bell has been a director of the Company since June 11, 2001. He has
been Executive Vice President and Chief Financial Officer of Nalco Company since
November 5, 2003. Mr. Bell was Senior Vice President and Chief Financial Officer
of Rohm and Haas Company from prior to 2001 until May 31, 2003. Mr. Bell is a
director of Compass Minerals International, Inc. Mr. Bell is Chairman of the
Audit Committee of the Board of Directors.

GREGORY B. KENNY Director since 2002
President and Chief Executive Officer Age 53
General Cable Corporation

Mr. Kenny has been a director of the Company since February 1, 2002. Mr.
Kenny has been President and Chief Executive Officer of General Cable
Corporation since August 2001. From prior to 2001 until August 2001, Mr. Kenny
served as President and Chief Operating Officer of General Cable Corporation.
Mr. Kenny is a director of General Cable Corporation and Corn Products
International. Mr. Kenny is Chairman of the Compensation Committee of the Board
of Directors.

LAWRENCE D. KINGSLEY Director since 2005
President and Chief Executive Officer Age 43
IDEX Corporation

Mr. Kingsley will become Chairman of the Board upon Mr. Williams'
retirement and resignation. Mr. Kingsley has been President and Chief Executive
Officer of the Company since March 22, 2005. From August 2004 to March 2005, Mr.
Kingsley served as Chief Operating Officer of the Company. From March 2004 to
August 2004, Mr. Kingsley served as Corporate Vice President and Group Executive
within Danaher Corporation responsible for the Sensors and Controls businesses.
He served as President, Industrial Controls Group from April 2002 to July 2004;
as President, Motion Group, Special Purpose Systems from January 2001 to March
2002; and as Vice President and General Manager, Industrial and Commercial
Products Division, Kollmorgen Corporation, from June 1999 to January 2001. Mr.
Kingsley is Chairman of the Executive Committee of the Board of Directors.
5

INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors has the ultimate authority for the management of the
Company's business. In February 2006, the Board of Directors affirmed the
Company's Corporate Governance Guidelines which, along with the charters of the
Board Committees and the Company's Code of Business Conduct and Ethics, provide
the framework for the governance of the Company. The Company's Corporate
Governance Guidelines address matters such as composition, size and retirement
age of the Board, Board membership criteria, the role and responsibilities of
the Board, director compensation, share ownership guidelines, and the frequency
of Board meetings (including meetings to be held without the presence of
management). The Company's Code of Business Conduct and Ethics sets forth the
guiding principles of business ethics and certain legal requirements applicable
to all IDEX employees and directors. Copies of the current Corporate Governance
Guidelines, the charters of the Board Committees, and Code of Business Conduct
and Ethics are available on our website at www.idexcorp.com, or may be obtained
by shareholders without charge by sending a written request to Susan H. Fisher,
Director - Investor Relations, IDEX Corporation, 630 Dundee Road, Suite 400,
Northbrook, Illinois 60062.

The Board selects the Company's executive officers, delegates
responsibilities for the conduct of the Company's operations to those officers,
and monitors their performance. During 2005, the Board of Directors held nine
meetings. The independent (non-management) directors met in regular executive
sessions without management at each in-person meeting of the Board. Generally,
the Chairman of the Nominating and Corporate Governance Committee presides at
the non-management executive sessions. The Board of Directors has adopted
standards for directors' independence (Appendix A to this Proxy Statement) for
determining whether a director is independent from management. These standards
are based upon the listing standards of the New York Stock Exchange and
applicable laws and regulations. The Board of Directors has affirmatively
determined, based on these standards, that the following directors, two of whom
are standing for election to the Board, are independent: Messrs. Bell, Hermance,
Kenny, Raether, Springer and Tokarz and Ms. Chandy. Accordingly, all of the
Director nominees are independent. Mr. Raether will retire and resign from the
Board on the date of the Annual Meeting. The Board of Directors has also
determined that the following Directors, none of whom is standing for election
to the Board, are not independent: Messrs. Kingsley and Williams. Mr. Kingsley
is the President and Chief Executive Officer of the Company, and Mr. Williams is
the Chairman of the Board and former President and Chief Executive Officer of
the Company. Mr. Williams will retire and resign from the Board on the date of
the Annual Meeting. The Board also has determined that all Board standing
committees are composed entirely of independent Directors.

Important functions of the Board of Directors are performed by committees
comprised of members of the Board. Subject to applicable provisions of the
Company's By-Laws and based on the recommendations of the Nominating and
Corporate Governance Committee, the Board as a whole appoints the members of
each committee each year at its first meeting. The Board may, at any time,
appoint or remove committee members or change the authority or responsibility
delegated to any committee. There are four regularly constituted committees of
the Board of Directors: the Executive Committee, the Audit Committee, the
Compensation Committee, and the Nominating and Corporate Governance Committee.

The Executive Committee is empowered to exercise the authority of the Board
of Directors in the management of the Company between meetings of the Board of
Directors, except that the Executive Committee may not fill vacancies on the
Board, amend the Company's By-Laws or exercise certain other powers reserved to
the Board or delegated to other Board committees. The members of the Executive
Committee are Messrs. Kingsley, Springer and Tokarz. During 2005, the Executive
Committee did not hold any meetings.

The Audit Committee's primary duties and responsibilities are to: monitor
the integrity of the Company's financial reporting process and systems of
internal control regarding finance, accounting and legal compliance; monitor the
independence and performance of the Company's independent auditor and monitor
the performance of the Company's internal audit function; hire and fire the
Company's auditor and approve any audit and non-audit work performed by the
independent auditor; provide an avenue of communication among the independent
auditor, management and the Board of Directors; and prepare the report that the
rules of the

Securities and Exchange Commission require to be included in the Company's
annual proxy statement. The members of the Audit Committee are Messrs. Bell,
Hermance and Springer, each of whom satisfies the independence requirements of
the New York Stock Exchange. The Board of Directors has determined that Mr. Bell
is the "audit committee financial expert," as defined by the rules of the
Securities and Exchange Commission. During 2005, the Audit Committee held twelve
meetings.

The Compensation Committee's primary purpose and responsibilities are to:
establish the compensation of the Chief Executive Officer and other senior
officers of the Company; develop and recommend to the Board of Directors
compensation for the Board; and produce a compensation committee report on
executive compensation as required by the Securities and Exchange Commission to
be included in the Company's annual proxy statement. The members of the
Compensation Committee are Messrs. Kenny and Tokarz, each of whom satisfies the
independence requirements of the New York Stock Exchange. During 2005, the
Compensation Committee held eight meetings.

The Nominating and Corporate Governance Committee's primary purpose and
responsibilities are to: develop and recommend to the Board of Directors
corporate governance principles and a code of business conduct and ethics;
develop and recommend criteria for selecting new directors; identify individuals
qualified to become directors consistent with criteria approved by the Board,
and recommend to the Board such individuals as nominees to the Board for its
approval; screen and recommend to the Board individuals qualified to become
Chief Executive Officer and any other senior officer whom the committee may wish
to approve; and oversee evaluations of the Board, individual Board members and
the Board committees. The current members of the Nominating and Corporate
Governance Committee are Messrs. Springer and Raether, each of whom satisfies
the independence requirements of the New York Stock Exchange. During 2005, the
Nominating and Corporate Governance Committee held two meetings. The Board has
appointed Ms. Chandy and Mr. Hermance to the Nominating and Corporate Governance
Committee effective on the date of the Annual Meeting. Ms. Chandy and Mr.
Hermance each satisfy the independence requirements of the New York Stock
Exchange.

The Nominating and Corporate Governance Committee will consider nominees
for the Board recommended by the Company's shareholders in accordance with the
procedures described under SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR
2007 ANNUAL MEETING. Shareholder nominees that comply with these procedures will
be given the same consideration as nominees for director from other sources.

The Nominating and Corporate Governance Committee will select nominees for
the Board who demonstrate the following qualities:

Experience (in one or more of the following):

- high level leadership experience in business or administrative
activities;

- specialized expertise in the industry;

- financial expertise;

- breadth of knowledge about issues affecting the Company; and

- ability and willingness to contribute special competencies to Board
activities.

Personal attributes:

- personal integrity;

- loyalty to the Company and concern for its success and welfare and
willingness to apply sound independent business judgment;

- awareness of a director's vital part in the Company's good corporate
citizenship and corporate image;

- time available for meetings and consultation on Company matters; and

- willingness to assume fiduciary responsibilities.
7

Qualified candidates for membership on the Board shall be considered
without regard to race, color, religion, sex, ancestry, national origin or
disability. In the past, the Company has hired Russell Reynolds and Crist
Associates, executive search firms, to help identify and facilitate the
screening and interview process of director candidates. After conducting an
initial evaluation of a candidate, the Nominating and Corporate Governance
Committee will interview that candidate if it believes the candidate might be
suitable to be a director. The Committee may also ask the candidate to meet with
other members of the Board. If the Committee believes a candidate would be a
valuable addition to the Board of Directors, it will recommend to the full Board
that candidate's appointment or election. Annually, the Nominating and Corporate
Governance Committee shall review the qualifications and backgrounds of the
directors, as well as the overall composition of the Board, and recommend to the
full Board the slate of directors to be recommended for nomination for election
at the annual meeting of shareholders.

During 2005, each member of the Board of Directors attended more than 75%
of the aggregate number of meetings of the Board of Directors and of committees
of the Board of which he was a member. The Company encourages the directors to
attend the Annual Meeting of shareholders. All of the directors attended the
2005 Annual Meeting of shareholders.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

You can contact the Board or any of the individual directors by writing to
them c/o Frank J. Notaro, Vice President-General Counsel and Secretary, IDEX
Corporation, 630 Dundee Road, Suite 400, Northbrook, Illinois 60062. Inquiries
sent by mail will be reviewed, sorted and summarized by the Company's General
Counsel before they are forwarded to the Board or an individual director.

COMPENSATION OF DIRECTORS

Non-management directors of the Company receive an annual retainer for
their services of $30,000. The chairperson of the Audit, Compensation and
Nominating and Corporate Governance Committee receives an additional $8,000,
$4,000 and $4,000, respectively, for services as chairperson of the committee.
In 2005, each Board member received a $1,000 fee for each Board meeting attended
in person, and each member of the Audit, Compensation and Nominating and
Corporate Governance Committee received a $500 fee for each committee meeting
attended in person. Such fees were accrued and paid quarterly in arrears at the
same time the base retainer fee was paid. Commencing in 2006, each
non-management director, in addition to their annual retainer, will receive
$10,000 annually for attendance at Board and Committee meetings, and the Board
and Committee meeting attendance fees paid in 2005 will no longer be paid.

Under the Second Amended and Restated IDEX Corporation Directors' Deferred
Compensation Plan (the "Directors' Deferred Compensation Plan"), directors are
permitted to defer their compensation into an interest-bearing account or into a
deferred compensation units account as of the date that such compensation would
otherwise be payable. The deferred compensation credited to the interest-bearing
account is adjusted on a quarterly basis with hypothetical earnings for the
quarter equal to the Lehman Long AAA Bond yield as of December 1 of the calendar
year preceding the year for which the earnings were credited. Amounts credited
to the interest-bearing account are compounded monthly. The deferred
compensation credited to the deferred compensation units account is converted
into a number of Common-Stock-equivalent units ("Deferred Compensation Units")
by dividing the deferred compensation by the fair market value of the Company's
Common Stock on the deferral date. In addition, the value of the dividends
payable on shares of Common Stock are credited to the deferred compensation
units account and converted into Deferred Compensation Units based on the number
of Deferred Compensation Units on the dividend record date, and the fair market
value of Common Stock on the dividend payment date.

During 2005, each non-management director received a non-qualified stock
option to purchase 4,500 shares of common stock at an exercise price of $38.55,
the closing price of our Common Stock on the date preceding the date the option
was granted, pursuant to the Amended and Restated IDEX Corporation Stock Option
Plan for Outside Directors (the "Directors' Option Plan"). Non-management
directors are those individuals who are not current or former full-time
employees of the Company or its subsidiaries. The options become exercisable two
years following the date of their grant. Commencing in 2006,
8

non-management directors receive non-qualified stock options and shares of
restricted stock pursuant to the IDEX Corporation Incentive Award Plan
("Incentive Award Plan"). Any person who becomes a non-management director after
November, 2005 receives an option to purchase 3,375 shares of Common Stock and
1,015 shares of restricted stock upon the effective date of election or
appointment to the Board. On the first regularly scheduled meeting of the Board
of Directors held each year, each non-management director receives an option to
purchase 2,250 shares of Common Stock and 675 shares of restricted stock. The
exercise price of each option is equal to the closing price of the Common Stock
on the trading day preceding the date the option is granted. The options become
exercisable one year following their date of grant. Upon exercise of any option,
the purchase price of Common Stock may be paid either in cash, in shares of
Common Stock having an aggregate fair market value on the date of exercise equal
to the exercise price, or by delivery of an irrevocable commitment to use the
proceeds from the sale of stock acquired from exercise of the option. The
restricted stock is non-transferable until the recipient is no longer serving as
a director, and is subject to forfeiture if the director terminates service as a
director for reasons other than death, disability or retirement prior to
vesting. The restricted stock will vest in full on the earlier of the third
anniversary of grant, failure of the director to be re-elected to the Board or a
change in control. On February 2, 2006, each of Messrs. Bell, Hermance, Kenny,
Springer and Tokarz received an option to purchase 2,250 shares of Common Stock
at an exercise price of $46.01, and 675 shares of restricted stock.

SECURITY OWNERSHIP

The following table furnishes information as of February 28, 2006, except
as otherwise noted, with respect to the shares of Common Stock beneficially
owned by (i) each director and nominee for director, (ii) each officer named in
the Summary Compensation Table, (iii) directors, nominees and executive officers
of the Company as a group, and (iv) any person who is known by the Company to be
a beneficial owner of more than five percent of the outstanding shares of Common
Stock of the Company. Except as indicated by the notes to the following table
and with respect to Deferred Compensation Units issued under the Directors'
Deferred Compensation Plan and the IDEX Corporation 1996 Deferred Compensation
Plan for Officers (the "Officers' Deferred Compensation Plan"), the holders
listed below have sole voting power and investment power over the shares
beneficially held by them. Under the Securities and Exchange Commission rules,
the number of shares shown as beneficially owned includes shares of Common Stock
subject to options that currently are exercisable, or will be exercisable,
within 60 days of February 28, 2006. Shares of Common Stock subject to options
that are currently exercisable within 60 days of February 28, 2006, are
considered to be outstanding for the purpose of determining the percentage of
the shares held by a holder, but not for the purpose of computing the percentage
held by others. An * indicates ownership of less than one percent of the
outstanding Common Stock.

SHARES DEFERRED
BENEFICIALLY COMPENSATION PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED UNITS(1) CLASS
------------------------------------ ------------ ------------ ----------

Directors and Nominees
(Other than Executive Officers):
Bradley J. Bell(2)........................... 34,050 *
Ruby R. Chandy(3)............................ 0 *
Frank S. Hermance(2)......................... 17,550 2,003 *
Gregory B. Kenny(2).......................... 24,300 3,807 *
Paul E. Raether(2)(4)........................ 216,652 22,135 *
Neil A. Springer(2).......................... 68,175 *
Michael T. Tokarz(2)......................... 234,699 13,288 *
Executive Officers:
Dennis K. Williams(5)........................ 165,477 91,884
Lawrence D. Kingsley(5)(6)................... 267,680
Dominic A. Romeo(5)(6)....................... 84,165 *
John L. McMurray(5)(6)....................... 129,813 2,506
Frank J. Notaro(5)(6)........................ 71,280 *
Kimberly K. Bors(5)(6)....................... 53,391 *
Directors, Nominees and All Executive Officers
as a Group................................... 1,406,130 135,623 2.6
(16 persons)(4)(7)
Other Principal Beneficial Owners:
Ariel Capital Management, Inc.(8)............ 9,853,952 18.8
307 North Michigan Avenue, Suite 500
Chicago, IL 60601

---------------

(1) Deferred Compensation Units are issued under the Directors' Deferred
Compensation Plan and the Officers' Deferred Compensation Plan and are
payable in IDEX common stock. The value of these Deferred Compensation Units
depends directly on the performance of IDEX Corporation Common Stock. The
Deferred Compensation Units are not included in Shares Beneficially Owned.

(2) Includes 30,375, 16,875, 23,625, 6,750, 54,000 and 6,750 shares under option
which are eligible for exercise under the Directors' Option Plan for Messrs.
Bell, Hermance, Kenny, Raether, Springer and Tokarz, respectively. Also
includes 675 shares of restricted stock issued under the Incentive Award
Plan for each of Messrs. Bell, Hermance, Kenny, Raether, Springer and Tokarz
which vest on February 2, 2009. All shares of restricted stock are eligible
for the Company's dividend on its common stock.

(3) Ms. Chandy was appointed by the Board on February 2, 2006, with effect on
Mr. Raether's retirement and resignation on the date of the Annual Meeting.

(4) Includes 59,227 shares which are owned by a family trust in which Mr.
Raether's wife is trustee.

(5) Includes 107,800, 42,765, 48,125, 125,500, 68,640 and 46,490 shares which
are eligible for exercise under the First Amended and Restated 1996 Stock
Plan for Officers, the 2001 Stock Plan for Officers and the Incentive Award
Plan, for Messrs. Williams, Kingsley, Romeo, McMurray, and Notaro, and Ms.
Bors, respectively.

(6) Includes shares of restricted stock awarded by the Company as follows:

Mr. Kingsley was awarded 115,000 shares of restricted stock on August 23,
2004, as an inducement to accept employment as the Company's Chief Operating
Officer. Such shares were not granted under a plan approved by shareholders.
Under the terms of the award, 23,000 of the shares vested on August 23,
2005, and 23,000 of the shares will vest on August 23 in each of the years
2006 through 2009. In connection with the vesting of shares on August 23,
2005, Mr. Kingsley surrendered 7,895 shares to satisfy withholding taxes. In
connection with his promotion to Chief Executive Officer on March 22, 2005,
Mr. Kingsley was awarded 100,000 shares of restricted stock under the
Incentive Award Plan which vest in 25,000 share increments on March 22 in
each of the years 2006 through 2009. In addition, on March 22, 2005, Mr.
Kingsley was awarded 17,810 shares of restricted stock which vest on March
22, 2009, provided he is employed by the Company on such date. At December
31, 2005, Mr. Kingsley held 209,810 non-vested shares of restricted stock.
All shares of restricted stock are eligible for the Company's dividend on
its common stock.

On March 22, 2005, Messrs. McMurray and Notaro, and Ms. Bors were awarded
3,240, 2,640 and 2,320 shares of restricted stock, respectively, which vest
on March 22, 2009, provided the executive is employed by the Company on such
date. All shares of restricted stock are eligible for the Company's dividend
on its common stock.

(7) Includes 138,375 shares under option which are eligible for exercise under
the Directors' Option Plan, 471,795 shares under option which are eligible
for exercise under the First Amended and Restated 1996 Stock Plan for
Officers, the 2001 Stock Plan for Officers, and the Incentive Award Plan,
and 281,925 shares of restricted stock issued under the Incentive Award
Plan.

(8) Based on information in Schedule 13G, as of December 31, 2005, filed by
Ariel Capital Management, Inc. with respect to common stock owned by Ariel
Capital Management, Inc. and certain other entities which Ariel Capital
Management, Inc. directly or indirectly controls or for which Ariel Capital
Management, Inc. is an investment advisor on a discretionary basis. The
Company has not attempted to verify any of the foregoing information, which
is based solely upon the information contained in the Schedule 13G.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The total compensation paid to the Company's Chief Executive Officer and
the four highest compensated executive officers other than the Chief Executive
Officer for services rendered to the Company in 2005, 2004, and 2003 is
summarized as follows:

LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -----------------------------------
----------------------------------- SHARES
OTHER RESTRICTED UNDERLYING LONG-TERM
ANNUAL STOCK OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMP.(2) AWARDS(3) GRANTED PAYOUTS COMPENSATION(4)
--------------------------- ---- ---------- ---------- --------- ---------- ---------- --------- ---------------

Dennis K. Williams........... 2005 $2,133,584 $ 324,000 $203,294 $ 0 0 0 $ 5,040
Chairman of the Board, 2004 750,162 1,200,000 263,671 0 132,000 0 4,841
(former) President and
Chief 2003 740,000 900,000 230,069 0 150,000 0 6,659
Executive Officer
Lawrence D. Kingsley......... 2005 561,923 768,200 61,757 4,834,922 55,060 0 5,040
President and Chief
Executive 2004 147,115 435,000 0 3,531,650 145,000 0 0
Officer
Dominic A. Romeo............. 2005 333,269 312,200 0 250,682 22,500 0 5,040
Vice President and Chief
Financial 2004 296,827 263,800 0 853,800 112,500 0 217,668
Officer
John L. McMurray............. 2005 275,096 226,800 0 132,970 10,000 0 5,040
Vice President - Group
Executive 2004 254,086 230,000 0 0 30,000 0 4,643
Industrial Pumps 2003 239,800 171,600 0 0 31,500 0 4,400
Frank J. Notaro.............. 2005 253,477 183,400 0 108,346 8,160 0 5,040
Vice President - General
Counsel 2004 227,855 172,800 0 0 28,500 0 4,643
and Secretary 2003 220,000 131,200 0 0 33,000 0 4,400
Kimberly K. Bors............. 2005 246,735 194,500 0 95,213 7,160 0 5,040
Vice President - Human
Resources 2004 229,985 174,400 0 0 28,500 0 4,643
2003 220,000 148,300 0 0 55,500 0 28,080

---------------

(1) Includes amounts earned in fiscal year, whether or not deferred.

(2) For Mr. Williams, $131,387, $237,512, and $210,911 of the amount shown for
2005, 2004 and 2003, respectively, represents the incremental cost for Mr.
Williams' personal use of the Company's aircraft. Mr. Williams resigned as
President and Chief Executive Officer on March 22, 2005, at which time his
personal use of the Company's aircraft as Chairman of the Board was limited
to an incremental cost to the Company of $110,000 for the period from May 1,
2005 until the later of March 31, 2006 or the date of the Company's 2006
annual meeting. For Mr. Kingsley, $51,073 of the amount shown for 2005
represents the incremental cost for Mr. Kingsley's personal use of the
Company's aircraft. For all other individuals, the value of perquisites
provided did not exceed the lesser of $50,000 or 10% of base salary plus
bonus. The incremental cost of the personal use of the Company's aircraft
includes any additional occupied hourly rate fees, fuel charges, landing
fees, catering, and other expenses which would not have otherwise been
incurred by the Company if the aircraft had not been used for personal
travel.

(3) Mr. Kingsley was awarded 115,000 shares of restricted stock on August 23,
2004, as an inducement to accept employment as the Company's Chief Operating
Officer. Such shares were not granted under a plan approved by shareholders.
The dollar value of the awards is based on the closing price of the
Company's common stock on August 23, 2004 of $30.71. Under the terms of the
award, 23,000 of the shares vested on August 23, 2005, and 23,000 of the
shares vest on August 23 in each of the years 2006 through 2009. In
connection with the vesting on August 23, 2005, Mr. Kingsley surrendered
7,895 shares to satisfy withholding taxes. In connection with his promotion
to President and Chief Executive Officer on March 22, 2005, Mr. Kingsley was
awarded 100,000 shares of restricted stock under the Incentive Award Plan
which vest in 25,000 share increments on March 22 in each of the years 2006
through 2009. In addition, on March 22, 2005, Mr. Kingsley was awarded
17,810 shares of restricted stock which vest on March 22, 2009, provided he
is employed by the Company on such date. The dollar value of these awards is
based on the closing price of the Company's common stock on March 22, 2005
of $41.04. At

December 31, 2005, Mr. Kingsley held 209,810 non-vested shares of restricted
stock which had a value of $8,625,289 based on the closing price of our
common stock on December 31, 2005 of $41.11. All shares of restricted stock
are eligible for the Company's dividend on its common stock.

Mr. Romeo was awarded 30,000 shares of restricted stock on January 14, 2004,
as an inducement to accept employment as the Company's Vice President and
Chief Financial Officer. Such shares were not granted under a plan approved
by shareholders. Under the terms of the award, 15,000 of the shares vest on
January 14 in each of the years 2008 and 2009. The dollar value of this
award is based on the closing price of the Company's common stock on January
14, 2004 of $28.46. In addition, on March 22, 2005, Mr. Romeo was awarded
4,040 shares of restricted stock which vest on March 22, 2009, provided he
is employed by the Company on such date. The dollar value of this award is
based on the closing price of the Company's common stock on March 22, 2005
of $41.04. In addition, on September 27, 2005, Mr. Romeo was awarded 2,000
shares of restricted stock which vest on September 27, 2009, provided he is
employed by the Company on such date. The dollar value of this award is
based on the closing price of the Company's common stock on September 27,
2005 of $42.44. At December 31, 2005, Mr. Romeo held 36,040 non-vested
shares of restricted stock which had a value of $1,481,604 based on the
closing price of our common stock on December 31, 2005 of $41.11. All shares
of restricted stock are eligible for the Company's dividend on its common
stock.

On March 22, 2005, Messrs. McMurray and Notaro, and Ms. Bors were awarded
3,240, 2,640 and 2,320 shares of restricted stock, respectively, which vest
on March 22, 2009, provided the executive is employed by the Company on such
date. The dollar value of these awards is based on the closing price of the
Company's common stock on March 22, 2005 of $41.04. All shares of restricted
stock are eligible for the Company's dividend on its common stock.

(4) For Mr. Williams in 2005, 2004 and 2003, amount includes $5,040, $4,643, and
$4,400, respectively, of Company matching contributions to his Savings Plan
individual account. Also for Mr. Williams in 2004 and 2003, amount includes
$198 and $2,259, respectively, in imputed interest on a $180,000 loan made
by the Company to pay withholding taxes on the 2001 vesting of his
restricted stock award (this loan has been paid in full). For Mr. Kingsley
in 2005, amount includes $5,040 of Company matching contributions to his
Savings Plan individual account. For Mr. Romeo in 2005 and 2004, amount
includes $5,040 and $4,044, respectively, of Company matching contributions
to his Savings Plan individual account. Also for Mr. Romeo in 2004, amount
includes $150,000 paid to him as a sign-on inducement bonus in lieu of
forfeited bonus from prior employer, and $63,624 paid to him for relocation
costs. For Messrs. McMurray and Notaro in 2005, 2004 and 2003, amount
includes $5,040, $4,643 and $4,400 of Company matching contributions to
Savings Plan individual accounts. For Ms. Bors in 2005, 2004 and 2003 amount
includes $5,040, $4,643 and $3,080 of Company matching contributions to
Savings Plan individual account. Also for Ms. Bors in 2003, amount includes
a sign-on inducement bonus of $25,000.

OPTION GRANTS IN 2005

The following tables set forth certain information with respect to options
granted in 2005 to the Company's Chief Executive Officer and the four highest
compensated officers other than the Chief Executive Officer:

INDIVIDUAL GRANTS
------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SHARES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ------------ -------- ---------- ---------- ----------

Dennis K. Williams........................ 0
Lawrence D. Kingsley...................... 55,060 8% 40.35 03/22/15 $1,397,197 $3,540,771
Dominic A. Romeo.......................... 12,500 2% 40.35 03/22/15 317,199 803,844
Dominic A. Romeo.......................... 10,000 2% 42.47 09/27/15 267,092 676,862
John L. McMurray.......................... 10,000 2% 40.35 03/22/15 253,759 643,075
Frank J. Notaro........................... 8,160 1% 40.35 03/22/15 207,067 524,749
Kimberly K. Bors.......................... 7,160 1% 40.35 03/22/15 181,691 460,442

OPTION EXERCISES AND YEAR-END VALUES

NUMBER OF SHARES VALUE OF UNEXERCISED,
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Dennis K. Williams................ 789,500 $17,534,611 400 272,100 $ 5,512 $4,755,648
Lawrence D. Kingsley.............. 0 0 29,000 171,060 296,960 1,229,686
Dominic A. Romeo.................. 0 0 22,500 112,500 304,950 1,229,300
John L. McMurray.................. 15,300 286,225 100,200 68,800 2,117,427 1,027,198
Frank J. Notaro................... 16,000 301,128 49,700 65,460 919,787 1,005,790
Kimberly K. Bors.................. 0 0 27,900 63,260 527,244 992,673

---------------

(1) Calculated using closing stock price on December 31, 2005 of $41.11.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information with respect to the
Company's equity compensation plans as of December 31, 2005:

NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE FOR
EXERCISE OF OUTSTANDING FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, OPTIONS, WARRANTS EQUITY COMPENSATION
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS PLANS(1)
------------- -------------------- ------------------- -----------------------

Equity compensation plans approved by
the Company's shareholders.......... 4,348,955 $ 25.52 1,524,559(2)
Equity compensation plans not approved
by the Company's shareholders....... 18,082 17.50 433,937(3)
----------- -------- -------------
Total............................ 4,367,037 $ 25.49 1,958,496
=========== ======== =============

---------------

(1) Excludes securities to be issued upon the exercise of outstanding options,
warrants and rights.

(2) Includes 31,179 shares remaining available for future issuance for
settlement of Deferred Compensation Units under the Directors' Deferred
Compensation Plan.

(3) Includes 433,937 shares remaining available for future issuance for
settlement of Deferred Compensation Units under the 1996 Deferred
Compensation Plan for Non-Officer Presidents (the "Presidents'

Deferred Compensation Plan"). Under the Presidents' Deferred Compensation
Plan, presidents who are not officers are permitted to defer a portion of
their compensation into an interest-bearing account or into a deferred
compensation units account as of the date that such compensation would
otherwise be payable. The deferred compensation credited to the
interest-bearing account is adjusted on a monthly basis with hypothetical
earnings for the month equal to the Lehman Long AAA Bond yield as of
December 1 of the calendar year preceding the year for which the earnings
were credited. Amounts credited to the interest-bearing account are
compounded monthly. The deferred compensation credited to the deferred
compensation units account is converted into a number of Deferred
Compensation Units by dividing the deferred compensation by the fair market
value of the Company's Common Stock on the deferral date. In addition, the
value of the dividends payable on shares of Common Stock are credited to the
deferred compensation units account and converted into Deferred Compensation
Units based on the number of Deferred Compensation Units on the dividend
record date, and the fair market value of Common Stock on the dividend
payment date. Deferred compensation is paid on January 1 following the
number of years for which deferral was elected (5 or 10), retirement, death
or termination of employment. Deferred Compensation Units are distributed in
the form of our Common Stock or cash at the election of the employee.

PENSION AND RETIREMENT PLANS

Certain employees of the Company, including the executive officers and
certain salaried and hourly employees, are covered under the IDEX Corporation
Retirement Plan (the "Retirement Plan"). The Company and the other sponsoring
subsidiaries are required to make an annual contribution to the Retirement Plan
in such amounts as are actuarially required to fund the benefits of the
participants. The Retirement Plan is an ongoing "career average" plan that
provides a level of benefit based on a participant's compensation for a year,
historically with periodic updates to average compensation over a fixed
five-year period. Under the Retirement Plan, participants are entitled to
receive an annual benefit on retirement equal to the sum of the benefit earned
through 1995 using the five-year average compensation of a participant through
1995, plus the benefit earned under the current formula for each year of
employment after 1995. For each year of participation through 1995, a
participant earns a benefit equal to 1.25% of the first $16,800 of such average
compensation through 1995, and 1.65% of such compensation in excess of $16,800.
Beginning January 1, 1996, the benefit earned equals the sum of 1.6% of the
first $16,800 of each year's total compensation, and 2.0% for such compensation
in excess of $16,800 for each full year of service credited after 1995. As
required by law, compensation counted for purposes of determining this benefit
is limited. For all participants in the Retirement Plan, the normal form of
retirement benefit is payable in the form of a life annuity with five years of
payments guaranteed. Other optional forms of payment are available.

As of December 31, 2005, the total accrued monthly benefit under the
Retirement Plan for Messrs. Williams, Kingsley, Romeo, McMurray and Notaro and
Ms. Bors was $1,993, $633, $681, $4,072, $2,506 and $1,009, respectively. Based
on amendments to the Retirement Plan and their individual elections, Messrs.
Kingsley, Romeo and Notaro and Ms. Bors will not accrue any future credits
beyond 2005 under the Retirement Plan. Therefore, the projected monthly benefit
for Messrs. Kingsley, Romeo and Notaro and Ms. Bors under the Retirement Plan
upon retirement at age 65 will equal the current accrued monthly benefit. They
will begin participating in the Company's Defined Contribution Plan as of
January 1, 2006. Assuming projected earnings (2006 base salary and bonus payable
for 2006) of $468,600 for Mr. McMurray, the projected monthly benefit for Mr.
McMurray will be $7,683 at age 65. Pursuant to Mr. Williams' transition and
retirement agreement, he will retire on April 4, 2006. Mr. Williams' projected
monthly benefit at age 65 will be $2,358.

Pursuant to the Company's Supplemental Executive Retirement Plan (the
"SERP"), employees of the Company are entitled to retirement benefits to
compensate for any reduction in benefits under the Retirement Plan arising from
the maximum benefit limitations under Sections 401 and 415 of the Internal
Revenue Code of 1986, as amended (the "Code"). Based on the above assumptions,
the projected monthly benefit at age 65 for Messrs. Kingsley, Romeo, McMurray,
and Notaro, and Ms. Bors under the SERP is $1,317, $802, $6,131, $1,202 and
$713, respectively. Pursuant to Mr. Williams' transition and retirement
agreement, Mr. Williams did not accrue any additional SERP benefits by reason of
the compensation paid him as Chairman of the

Board, and the benefit accruals he earns under the Retirement Plan as a result
of such compensation will reduce his SERP benefit. However, the compensation
used in the calculation of his SERP benefit will include $324,000 of the
payments to be made upon his retirement on April 4, 2006. On his retirement, Mr.
Williams will receive his SERP benefit of approximately $4,022,132 payable in
two equal installments on May 1 of 2006 and 2007.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company initially entered into an employment agreement with Mr.
Kingsley pursuant to which he was employed as Chief Operating Officer. This
agreement was amended in 2005 to reflect his promotion to President and Chief
Executive Officer, effective March 22, 2005. The employment agreement provides
for an initial term of five years and successive twelve-month periods
thereafter. Mr. Kingsley's annual base salary for 2005 under such Agreement
originally was set at $450,000, and was increased effective March 22, 2005 upon
his promotion to $600,000, subject to annual review and adjustment. Upon his
appointment to Chairman of the Board on the date of the Annual Meeting, his base
salary will increase to $725,000. In addition to his annual base salary, Mr.
Kingsley is eligible to receive an annual cash bonus targeted at 100% of base
salary, with actual annual award up to 260% of his base salary based upon
business results and personal performance as evaluated by the Board of
Directors. Annual bonuses are paid to Mr. Kingsley under the Incentive Award
Plan. If Mr. Kingsley's employment is terminated by the Company other than for
cause, he will receive continuing salary payments and health benefits for 24
months, a pro-rated portion of 100% of his base salary (based on the portion of
the year he was employed) and a payment equal to 200% of his base salary payable
over 24 months. If Mr. Kingsley's employment is terminated because of
disability, he will receive a bonus payment equal to a pro-rated portion of 100%
of his base salary (based on the portion of the year he was employed).
Additionally, if Mr. Kingsley should die during the term of the agreement, Mr.
Kingsley's wife or estate will receive a bonus payment equal to a pro-rated
portion of 100% of his base salary (based on the portion of the year he was
employed). If his employment is terminated without cause or he terminates it for
certain specified reasons following a change in control of the Company, Mr.
Kingsley will receive his full salary and health insurance for a period of 36
months following termination, a pro rata portion of his bonus for the year of
his termination and a payment equal to 300% of his base salary payable over 36
months. Upon Mr. Kingsley's hiring, the Company awarded Mr. Kingsley 115,000
shares of restricted IDEX Common Stock. Under the terms of the award, 23,000
shares of the restricted stock vest on August 23 in each of years 2005 through
2009 if Mr. Kingsley remains employed by the Company. In connection with his
promotion to President and Chief Executive Officer, the Company awarded Mr.
Kingsley 100,000 shares of restricted stock which vest in 25,000 share
increments on March 22 in each of the years 2006 through 2009. All shares of the
restricted stock will vest in the event Mr. Kingsley is terminated by the
Company other than for cause, or if Mr. Kingsley terminates his employment
because the Company has taken certain actions with respect to his employment.

The Company has entered into an employment letter agreement with Mr. Romeo.
The agreement does not provide for a fixed term and may be terminated at any
time. If Mr. Romeo's employment is terminated by the Company other than for
cause, he will be entitled to receive continuing salary payments for 18 months.
In the event Mr. Romeo is actually or constructively terminated without cause
within two years following a change in control, the Company will be obligated to
pay Mr. Romeo his salary and his current target Management Incentive Plan Bonus
for two years. Upon Mr. Romeo's hiring, the Company awarded Mr. Romeo 30,000
shares of restricted IDEX Common Stock. Under the terms of the award, 15,000 of
the shares vest on January 14 in each of years 2008 and 2009. All shares of the
restricted stock will vest in the event Mr. Romeo is terminated by the Company
other than for cause or if Mr. Romeo dies or becomes disabled.

The Company has entered into an employment letter agreement with Ms. Bors.
The agreement does not provide for a fixed term and may be terminated at any
time. If Ms. Bors is terminated by the Company other than for cause, she will be
entitled to receive continuing salary and benefits for 12 months. In the event
Ms. Bors is actually or constructively terminated without cause within two years
following a change in control, the Company will be obligated to pay Ms. Bors her
salary and her current target Management Incentive Plan Bonus for three years.

The Company has entered into letter agreements with each of Messrs.
McMurray and Notaro providing for three years' compensation and fringe benefits
in the event they are actually or constructively terminated without cause within
two years following a change of control.

The Company had entered into an employment agreement with Mr. Williams
which was effective through February 25, 2005. The employment agreement provided
for an initial term of five years ending April 30, 2005, and successive
twelve-month periods thereafter. Mr. Williams' annual base salary established
for 2005 was $810,000, subject to annual review and adjustment. In addition to
his annual base salary, Mr. Williams was eligible to receive an annual cash
bonus paid under the Executive Incentive Bonus Plan. If Mr. Williams' employment
was terminated by the Company other than for cause, he would have received
continuing salary payments and fringe benefits for 24 months plus a bonus
payment equal to the sum of 240% of his base salary and a pro-rated portion of
120% of his base salary (based on the portion of the year he was employed). If
Mr. Williams' employment was terminated because of disability, he would have
received continuing salary payments and fringe benefits for a period of 18
months plus a bonus payment equal to the sum of 180% of his base salary and a
pro-rated portion of 120% of his base salary (based on the portion of the year
he was employed). If Mr. Williams died before the continuing payments described
above were complete, such payments would have continued to Mr. Williams' wife if
she survived him or, if she did not survive him, to his estate. Additionally, if
Mr. Williams would have died during the term of the agreement, Mr. Williams'
wife or estate would have received continuing salary payments and fringe
benefits for a period of 18 months plus a bonus payment equal to the sum of 180%
of his base salary and a pro-rated portion of 120% of his base salary (based on
the portion of the year he was employed). In connection with Mr. Williams'
employment agreement, the Company awarded Mr. Williams 525,000 shares of
restricted IDEX Common Stock. Under the terms of the award, 105,000 shares of
the restricted stock vested on each of April 30, in each of years 2001 through
2005. The agreement provided for payment of the 20% golden parachute excise tax,
increased for taxes due on the payment, in the event that the Internal Revenue
Service determines any such taxes to be payable due to a change in control.

Effective March 22, 2005, Mr. Williams resigned his position as President
and Chief Executive Officer, but remained in his executive Chairman of the Board
position in order to transition leadership to Mr. Kingsley, who succeeded Mr.
Williams as President and Chief Executive Officer. Under the terms of a
transition and retirement agreement effective February 25, 2005, Mr. Williams
received for his agreement to transition leadership to Mr. Kingsley and to
extend his noncompete with the Company from a two-year period following the
termination of his employment to a five-year period, 22 bi-weekly payments of
$109,090.91 beginning May 11, 2005 through the earlier of March 8, 2006, the
termination of his employment for cause, or his resignation. If Mr. Williams
does not resign or is not terminated for cause, such payments will total
$2,400,000. These transition payments are not considered compensation for
benefit accrual purposes under the SERP and any benefits Mr. Williams accrues
under the Retirement Plan as a result of such transition payments reduce Mr.
Williams' SERP benefits. During such period, Mr. Williams is not eligible for
any bonus or other long term incentive compensation grants, but otherwise
received all other employee benefits and perquisites he was eligible to receive
as Chairman of the Board, President and Chief Executive Officer, including the
personal use of the Company's aircraft up to an incremental cost to the Company
of $110,000 for the period May 1, 2005 to April 4, 2006.

Upon his retirement, Mr. Williams will receive a lump sum payment of
$1,296,000 and 26 bi-weekly payments of $31,153.85. Such amounts are equivalent
to what Mr. Williams was entitled to receive upon expiration of the term of his
employment agreement on April 30, 2005. Of the $1,296,000 lump sum payment,
$324,000 is considered compensation for purposes of calculating Mr. Williams
SERP benefit. Upon his termination, Mr. Williams will receive his SERP benefit
of approximately $4,022,132 payable in approximately two equal installments on
May 1, 2006 and 2007. Additionally, upon his retirement he is entitled to
receive any compensation or benefits he has accrued and vested in during his
employment, including under the Officers' Deferred Compensation Plan.

COMPENSATION COMMITTEE REPORT

THE COMMITTEE

The Compensation Committee of the Board of Directors of the Company is
composed exclusively of non-employee, independent directors. The Compensation
Committee reviews the compensation program for the Chief Executive Officer and
other members of senior management, including the executive officers listed in
this Proxy Statement in the Summary Compensation Table (the "named executives"),
and determines and administers their compensation. In the case of the Chief
Executive Officer, the compensation determination made by the Compensation
Committee is also subject to ratification by the entire Board. The Compensation
Committee has retained an independent consultant to assist in fulfilling its
responsibilities.

COMPENSATION PHILOSOPHY

The Compensation Committee approves base salary, annual management
incentive compensation, and long-term incentive awards for all corporate
officers and certain other key executives, with the objective of attracting and
retaining individuals of the necessary quality and stature to operate the
business. As part of its responsibility, the Compensation Committee reviews and
approves all elements of compensation for the named executives including base
salary, bonus, long-term incentives, perquisites and other benefits. The
Committee considers individual contributions, performance against strategic
goals and directions, and industry-wide pay practices in determining the levels
of base compensation for key executives. The Compensation Committee also
considers the total value of the annual compensation for each executive and all
executives as a group.

The Compensation Committee periodically reviews the effectiveness and
competitiveness of the Company's executive compensation structure with the
assistance of its independent consultant. In reviewing the competitiveness of
the Company's executive compensation, the Compensation Committee uses peer group
data, as well as performs a comparative analysis of market surveys and other
compensation data, utilizing a regression analysis based on company revenue
size.

It is the Compensation Committee's practice to target the key elements of
executive compensation to deliver compensation to each executive and all
executives as a group at approximately the 50th percentile of its peer group.

CHIEF EXECUTIVE OFFICER

The Committee sets compensation of the Company's Chief Executive Officer
annually based on Company performance, his performance, and prevailing market
conditions. In connection with his promotion to President and Chief Executive
Officer, the Committee increased Mr. Kingsley's personal stake in the Company
through his ownership of 100,000 shares of the Company's non-vested restricted
Common Stock. With his sizeable ownership position, a very large percentage of
Mr. Kingsley's personal net worth is tied directly to the Company's performance.
He also received an annual grant of equity in 2005 in the form of 55,060 option
shares and 17,810 restricted shares.

In light of his promotion to President and Chief Executive Officer
effective as of March 22, 2005, and his increased management responsibilities,
the Committee approved an increase in Mr. Kingsley's base salary to $600,000
annually, effective March 22, 2005. Additionally, the Committee agreed to amend
his employment agreement to provide that, in the event his employment is
terminated by the Company without cause, he will be entitled to his base salary
and continued health benefits for a period of 24 months, a pro rata portion of
his bonus and a amount equal to 200% of his base salary, representing target
bonus for the covered period, payable over a period of 24 months. If his
employment is terminated without cause or he terminates it for certain specified
reasons following a change in control of the Company, Mr. Kingsley will receive
his full salary and health insurance for a period of 36 months following
termination, a pro rata portion of his bonus for the year of his termination and
a payment equal to 300% of his base salary, representing target bonus for the
covered period, payable over 36 months.

In addition to employee benefits available to all other employees of the
Company, Mr. Kingsley is provided a car, club membership, allowed to use the
Company's aircraft for limited personal use up to 25 hours per year, and
participates in the SERP. In 2005, the Company also adopted an executive
supplemental long-term disability (LTD) program pursuant to which if Mr.
Kingsley becomes totally and permanently disabled he would receive an annual
benefit of 60% of his base salary or $360,000. This benefit is reduced by any
benefits received under the Company's group LTD insurance plan. The group plan
provides an annual LTD benefit of 60% of base salary with a maximum annual
benefit of $120,000. Mr. Kingsley pays the premiums on the both group and
supplemental executive LTD program, but the Company will provide a year-end
allowance to cover the premium costs of the supplemental LTD program, plus a
gross-up for the taxes associated with this allowance.

Annual bonuses were paid to Mr. Kingsley based upon the attainment of
operating income performance goals pursuant to the terms of the Incentive Award
Plan. The maximum bonus payable to Mr. Kingsley under the Incentive Award Plan
is 2% of the Company's operating income. Mr. Kingsley's actual bonus for 2005
was $768,200.

As part of its responsibility to review and approve all elements of the
Chief Executive Officer's compensation, the Compensation Committee negotiated
and approved the terms of the transition and retirement compensation to be paid
to Mr. Williams in exchange for his agreement to transition leadership of the
Company to Mr. Kingsley and to extend his non-compete from a two-year period
following his termination of employment to a five-year period. The Compensation
Committee determined such amounts were necessary and reasonable compensation to
effect an orderly transition of the leadership of the Company. A general
description of the terms of Mr. Williams' transition and retirement compensation
can be found above under COMPENSATION OF EXECUTIVE OFFICERS -- Executive
Employment Agreements.

OTHER KEY EXECUTIVES

Annual management incentive compensation is paid to corporate officers
other than Mr. Kingsley and certain other key executives under the Management
Incentive Compensation Plan. The Management Incentive Compensation Plan provides
for payment of annual bonuses based upon performance of the business units of
the Company and individual performance of the employee. Individual target bonus
percentages are based on base salaries and levels of responsibility. Actual
awards are set as a percentage of target based on meeting quantitative and
qualitative performance criteria set each year in connection with the annual
planning process, and adjusted by an individual personal performance multiplier.
These targets are based on objectives of importance to the Company, including
revenue and margin growth, improvement in working capital and new product
introductions. Actual payouts under the plan to corporate officers since the
Company was formed in 1988 have ranged from 41% of target to 170% of target. The
Committee believes that this plan is properly leveraged relative to performance
of the Company and its business units.

EQUITY PLANS

In 2005, the Company adopted, and the shareholders approved, the Incentive
Award Plan which, in addition to stock options, allowed the Company to make
grants of restricted stock. Accordingly, in 2005 long-term incentive awards took
the form of both stock options and restricted stock pursuant to the Incentive
Award Plan.

The Compensation Committee believes that the holding of Company stock
represents a unity of interest between executives and shareholders. Accordingly,
in 2005, the Compensation Committee in consultation with an outside compensation
consultant redesigned the form of the Company's long-term incentive equity-
based compensation with the objectives to:

- Strengthen the performance orientation of awards,

- Provide a competitive equity component to key leadership, and

- Efficiently use shares.

Under such redesign, in 2005, instead of receiving only stock options, the
named executive officers received combination grants of restricted stock and
stock options under the Incentive Award Plan.

The annual long-term value of equity to be awarded, and correspondingly the
number of shares of restricted stock or shares subject to performance awards
awarded to executives and other employees in 2005, was determined based on
reviews of data provided by an outside consultant on comparable position pay
levels at other companies comparable in size, financial performance and
complexity, as well as the financial performance of the Company both in the
short- and-long term. The Compensation Committee recognized that the Company has
positioned itself for long-term growth which will benefit shareholders. The
Compensation Committee did not consider the number of stock options granted in
previous years in determining awards for 2005, but rather the value of each type
of award granted. The value of stock options was determined using the
Black-Scholes methodology. Because restricted stock includes the underlying
value of the shares transferred, these awards were valued at market.

In determining the amount of awards to be granted to the named executive
officers, 50% of the long-term value was in the form of restricted stock granted
at fair market value, and 50% in the form of stock options. The stock options
vest ratably over four years based on continued service and the restricted stock
cliff-vests at four years.

Other key corporate executives and business unit presidents received grants
of stock options and restricted stock upon the same terms as the most senior
executives of the Company. Fifty percent (50%) of the annual long-term incentive
value for the other key corporate executives was awarded in the form of stock
options, and the other 50% in the form of restricted stock. More selective
grants were made to the remaining group of traditionally option-eligible
employees at the corporate office and operating groups in the form of stock
options only.

The Compensation Committee believes that the redesign of the Company's
long-term equity compensation program, as described above, satisfies its
objectives in the following manner:

- Restricted stock and stock options reward for share price appreciation,

- Restricted stock builds equity ownership which is more closely aligned to
that of other shareholders,

- The use of restricted stock and stock options improves efficiency with
which shares are used since fewer shares are needed to deliver the same
value to executives, and

- Restricted stock, given the underlying stock value and cliff vesting, is
an effective retention vehicle.

The Committee believes that both the annual bonus plan and the long-term
incentives align the interests of management with the shareholders and focus the
attention of management on the long-term success of the Company. A significant
portion of the executives' compensation is at risk, based on the financial
performance of the Company and the value of the Company's stock in the
marketplace.

In addition to employee benefits generally available to all other employees
of the Company, the Company's executives all receive the use of a Company car
and participate in the supplemental executive LTD program pursuant to which,
upon disability, the executive would received a benefit of 60% of their base
salary above $200,000, up to $3,000 per month or $36,000 per year on a maximum
annual base salary of $260,000 (the group LTD plan provides an annual benefit of
60% of the first $200,000 of base salary, or an annual benefit of $120,000 per
year). The executive pays the premiums on such insurance, but the Company
provides a year-end allowance equal to the supplemental program premium costs
only and a gross-up to the executives on the taxes associated with such year-end
allowances.

The Compensation Committee has reviewed all components of executive
compensation, including salary, bonus, equity and long-term incentive
compensation, accumulated realized and unrealized stock option and restricted
stock gains, the earnings and accumulated payout obligations under the Company's
non-qualified deferred compensation program, the actual projected payout
obligations under the Company's SERP and under several potential severance and
change-in-control scenarios and various perquisites and other benefits.

As a result of this review, it was determined that the individual components as
well as the aggregate value were in line with the comparable market.

Section 162(m) of the Code precludes a public corporation from taking a
deduction for compensation in excess of $1 million for its chief executive
officer or any of its four other highest paid executive officers, unless such
compensation is performance-based and certain specific and detailed criteria are
satisfied. The Compensation Committee considers the anticipated tax treatment to
the Company and the executive officers in its review and establishment of
compensation programs and payments. The deductibility of some types of
compensation payments can depend upon the timing of an executive's vesting or
exercise of previously granted rights. Interpretations of and changes in
applicable tax laws and regulations as well as other factors beyond the
Compensation Committee's control also can affect deductibility of compensation.
The Compensation Committee has been advised that, based on current
interpretations, the Incentive Award Plan satisfies the requirements for
performance based compensation under Code Section 162(m).

The Report of the Compensation Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
into any filing under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed soliciting material or filed under such Acts.

Gregory B. Kenny, Chairman
Michael T. Tokarz

AUDIT COMMITTEE REPORT

For the year ended December 31, 2005, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
auditors, Deloitte & Touche LLP. The Committee discussed with the independent
auditors the matters required to be discussed by the Statement of Auditing
Standards No. 61, and reviewed the results of the independent auditors'
examination of the financial statements.

The Committee also reviewed the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1,
discussed with the auditors their independence, and satisfied itself as to the
auditors' independence.

Based on the above reviews and discussions, the Audit Committee recommends
to the Board of Directors that the financial statements be included or
incorporated by reference in the Annual Report on Form 10-K for the year ended
December 31, 2005, for filing with the Commission.

The Board of Directors has determined that the members of the Audit
Committee satisfy the "independence" requirements of the New York Stock
Exchange. The Committee is governed by a charter, which was published in the
Company's 2005 Proxy Statement and is available on the Company's website at
www.idexcorp.com.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings made by the Company under those
statutes, in whole or in part, this report shall not be deemed to be
incorporated by reference into any such filings, nor will this report be
incorporated by reference into any future filings made by the Company under
those statutes.

Bradley J. Bell, Chairman
Frank S. Hermance
Neil A. Springer

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to the Company for each of the last two fiscal
years for professional services rendered by the Company's principal accounting
firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and
their respective affiliates (collectively, the "Deloitte Entities"), are set
forth in the table below. All such fees were pre-approved by our Audit Committee
pursuant to our pre-approval policy discussed below.

2005 2004
---------- ----------

Audit fees(1)............................................... $1,525,000 $1,338,000
Audit-related fees(2)....................................... 698,000 806,000
Tax fees(3)................................................. 492,000 1,131,000
All other fees(4)........................................... 25,000 89,000
---------- ----------
Total....................................................... $2,740,000 $3,364,000
========== ==========

---------------

(1) Audit fees represent the aggregate fees billed for the audit of the
Company's financial statements, review of the financial statements included
in the Company's quarterly reports, and services in connection with
statutory and regulatory filings or engagements for those fiscal years.

(2) Audit-related fees represent the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the audit
or review of the Company's financial statements and are not reported under
"Audit fees." These services include planning and compliance with Sarbanes-
Oxley regulations in 2005 and 2004.

(3) Tax fees represent the aggregate fees billed for professional services for
tax compliance, tax advice and tax planning.

(4) All other fees represent the aggregate fees billed for products and services
that are not included in the "Audit fees," "Audit-related fees" and "Tax
fees" sections. The Audit Committee has determined that the provision of
these services is not incompatible with maintaining the principal
accountant's independence.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy that requires the pre-approval of
audit and non-audit services rendered by the Deloitte Entities. For audit
services, the accounting firm will provide the Audit Committee with an audit
services plan during the first quarter of each fiscal year outlining the scope
of the audit services proposed to be performed for the fiscal year and the
associated fees, which plan must be formally accepted by the Audit Committee.
For non-audit services, Company management will submit to the Audit Committee
for approval during the first quarter of each fiscal year and from time-to-time
during the fiscal year a list of non-audit services that it recommends the Audit
Committee engage the accounting firm to provide for the current year, and the
associated fees. Company management and the accounting firm each will confirm to
the Audit Committee that each non-audit service on any list is permissible under
all applicable legal requirements. The Audit Committee will approve both the
list of permissible non-audit services and the budget for such services. The
Audit Committee delegates to the Chair the authority to amend or modify the list
of approved permissible non-audit services and fees. The Chair will report
actions taken to the Audit Committee at a subsequent Audit Committee meeting.

COMMON STOCK PERFORMANCE GRAPH

The following table compares total shareholder returns over the last five
years to the Standard & Poor's (the "S&P") 500 Index, the S&P 600 Small Cap
Industrial Machinery Index and the Russell 2000 Index assuming the value of the
investment in IDEX Common Stock and each index was $100 on December 31, 2000.
Total return values for IDEX Common Stock, the S&P 500 Index, S&P 600 Small Cap
Industrial Machinery Index and the Russell 2000 Index were calculated on
cumulative total return values assuming reinvestment of dividends. The
shareholder return shown on the graph below is not necessarily indicative of
future performance.

(PERFORMANCE GRAPH)

-------------------------------------------------------------------------------------
12/00 12/01 12/02 12/03 12/04 12/05
-------------------------------------------------------------------------------------

IDEX CORPORATION $100.00 $106.06 $102.26 $132.26 $195.77 $201.13
S&P 500 INDEX 100.00 88.11 68.64 88.33 97.94 102.75
S&P 600 SMALL CAP
INDUSTRIAL 100.00 107.07 102.52 139.61 179.24 195.74
RUSSELL 2000 INDEX 100.00 102.49 81.49 120.00 142.00 148.46

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers, directors and persons who own more than
10% of the Company's Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Officers, directors and greater than 10% shareholders are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms that they file. Based solely on its review of
the copies of such forms received by it, or written representations from certain
reporting persons, the Company believes that all filing requirements applicable
to its officers, directors and greater than 10% shareholders were met during the
year ended December 31, 2005, except that the Company failed to timely file a
report on Form 4 on behalf of David T. Windmuller reporting his exercise of a
stock option award. Additionally, the Company failed to timely file a report on
Form 4 on behalf of Lawrence D. Kingsley reporting his surrender of shares to
satisfy withholding taxes in connection with the vesting of a portion of his
August 23, 2004 restricted stock award. To date, all late Form 4 reports have
been filed.

PROPOSAL 2 -- APPROVAL OF AUDITORS

The Audit Committee has appointed Deloitte & Touche LLP as the Company's
independent auditors for 2006. Representatives of Deloitte & Touche LLP will
attend the Annual Meeting of shareholders and will have the opportunity to make
a statement if they desire to do so. They will also be available to respond to
appropriate questions.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR 2006.

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
FOR 2007 ANNUAL MEETING

A shareholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 2007 Annual Meeting must deliver the proposal so that it
is received by the Company no later than November 5, 2006. The Company requests
that all such proposals be addressed to Frank J. Notaro, Vice President-General
Counsel and Secretary, IDEX Corporation, 630 Dundee Road, Suite 400, Northbrook,
Illinois 60062, and mailed by certified mail, return receipt requested. In
addition, the Company's By-Laws require that notice of shareholder nominations
for directors and related information be received by the Secretary of the
Company not later than 60 days before the anniversary of the 2006 Annual Meeting
which, for the 2007 Annual Meeting, will be February 2, 2007.

OTHER BUSINESS

The Board of Directors does not know of any business to be brought before
the Annual Meeting other than the matters described in the Notice of Annual
Meeting. However, if any other matters are properly presented for action, it is
the intention of each person named in the accompanying proxy to vote said proxy
in accordance with his judgment on such matters.

By Order of the Board of Directors,

-s- Frank J. Notaro
FRANK J. NOTARO
Vice President-General Counsel
and Secretary

March 6, 2006
Northbrook, Illinois

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2005, INCLUDING THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED BY SHAREHOLDERS WITHOUT
CHARGE BY SENDING A WRITTEN REQUEST TO SUSAN H. FISHER, DIRECTOR - INVESTOR
RELATIONS, IDEX CORPORATION, 630 DUNDEE ROAD, SUITE 400, NORTHBROOK, ILLINOIS
60062.

APPENDIX A

IDEX CORPORATION

STANDARDS FOR DIRECTOR INDEPENDENCE

The following standards, established by the New York Stock Exchange, have
been adopted by the Board of Directors ("Board") to determine whether a Director
of the Company is independent:

No Director qualifies as "independent" unless the Board affirmatively
determines that the Director has no material relationship with the Company
(either directly or as a partner, shareholder or officer of an organization that
has a relationship with the Company).

A Director is not independent if:

a. The Director is, or has been within the last three years, an
employee of the Company, or an immediate family member is, or has been
within the last three years, an executive officer, of the Company.

b. A Director has received, or has an immediate family member who has
received, during any twelve-month period within the last three years more
than $100,000 in direct compensation from the Company, other than Director
and committee fees and pension or other forms of deferred compensation for
prior service (provided such compensation is not contingent in any way on
continued service).

c. (A) The Director or an immediate family member is a current partner
of a firm that is the Company's internal or external auditor; (B) the
Director is a current employee of such a firm; (C) the Director has an
immediate family member who is a current employee of such a firm and who
participates in the firm's audit, assurance or tax compliance (but not tax
planning) practice; or (D) the Director or an immediate family member was
within the last three years (but is no longer) a partner or employee of
such a firm and personally worked on the Company's audit within that time.

d. The Director or an immediate family member is, or has been within
the last three years, employed as an executive officer of another company
where any of the Company's present executive officers at the same time
serves or served on that company's compensation committee.

e. The Director is a current employee, or an immediate family member
is a current executive officer, of a company that has made payments to, or
received payments from, the Company for property or services in an amount
which, in any of the last three fiscal years, exceeds the greater of $1
million or 2% of such other company's consolidated gross revenues.

f. An "immediate family member" includes a person's spouse, parents,
children, siblings, mothers-and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, and anyone (other than domestic employees)
who shares such person's home.

The Board has established the following additional categorical standards of
independence to assist it in making independence determinations:

Business Relationships. Any payments by the Company for goods or services,
or other contractual arrangements to: (i) a business employing, or 10% or more
owned by, a Director or an immediate family member; or (ii) an entity for which
a Director or an immediate family member serves as a Director or in a similar
capacity, must be made in the ordinary course of business and on substantially
the same terms as those prevailing at the time for comparable transactions with
non-affiliated persons. The following relationships are not considered material
relationships that would impair a Director's independence:

a. If a Director (or an immediate family member) is an officer or
Director of another company that does business with the Company and the
annual sales to, or purchases from, the Company during such other company's
preceding fiscal year are less than 2% of the gross annual revenues of such
company; and

A-1

b. If a Director is a partner, officer or employee of an investment
bank or consulting firm, the Director (or an immediate family member) does
not personally perform any investment banking or consulting services for
the Company, and the annual fees paid to the firm by the Company during
such firm's preceding fiscal year does not exceed $250,000.

Relationships with Charitable Organizations. A Director's independence
will not be considered impaired solely for the reason that a Director or an
immediate family member is a director, officer or trustee of a university,
foundation or other not-for-profit organization that receives from the Company
and its direct and indirect subsidiaries during any of the prior three fiscal
years, contributions in any single fiscal year not exceeding the greater of $1
million or 2% of such charitable organization's consolidated gross revenues
during such charitable organization's fiscal year (any automatic matching of
employee charitable contributions by the Company or its direct or indirect
subsidiaries is not included in the Company's contributions for this purpose).
All contributions by the Company in excess of $100,000 to not-for-profit
entities with which a Director is affiliated will be reported to the Nominating
and Corporate Governance Committee, and may be considered in making independence
determinations.

For purposes of these standards, "Company" shall mean IDEX Corporation and
its direct and indirect subsidiaries.

A-2

PROXY

DETACH HERE
--------------------------------------------------------------------------------

IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints NEIL A. SPRINGER, LAWRENCE D. KINGSLEY and
FRANK J. NOTARO, and each of them, as Proxies with full power of substitution,
and hereby authorize(s) them to represent and to vote, as designated below, all
the shares of common stock of IDEX Corporation held of record by the undersigned
on February 28, 2005, at the Annual Meeting of shareholders to be held on April
4, 2006, or at any adjournment thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

YOUR VOTE IS IMPORTANT

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

DETACH HERE
--------------------------------------------------------------------------------
(Continued from the other side)

(1) Election of Directors -- Class II. Nominees: (1) Michael T. Tokarz
(2) Frank S. Hermance

[ ] FOR [ ] WITHHOLD

(2) Approval of Deloitte & Touche LLP as auditors of the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.

DATED: 2006
---------------------------

--------------------------------------
SIGNATURE

--------------------------------------
SIGNATURE IF HELD JOINTLY

PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNED AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.