EXHIBIT 10.6 (a)

                               FIRST AMENDMENT TO
                      IDEX CORPORATION AMENDED AND RESTATED
                     STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                 WHEREAS, this corporation has adopted the IDEX Corporation
Amended and Restated Stock Option Plan for Outside Directors (the "Plan");

                 WHEREAS, the Plan currently prohibits a non-employee director
who is a general partner, limited partner or full-time employee of either KKR
Associates, L.P. or Kohlberg Kravis Roberts & Co., LLC (collectively "KKR") from
participating in the Plan;

                 WHEREAS, all historical equity and contractual relationships
between KKR and the Company have or will have ceased by December 31, 2003; thus,
it is desirable to amend the Plan to remove the restriction on partners, limited
partners and full-time employees of KKR from participating in the Plan;

                 NOW, THEREFORE, it is resolved that the Plan is amended
effective January 1, 2004 by substituting the following for the definition of
"Outside Director" contained in Article 1 thereof:

                 "Outside Director - a Director who is not then a full-time
                 employee (as defined in accordance with the regulations and
                 revenue rulings then applicable under Section 3401(c) of the
                 Code) of the Company or of any corporation that is then a
                 Parent Corporation or a Subsidiary."

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

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

                                   * * * * * *

                  I, Frank J. Notaro, the Secretary of IDEX Corporation, do
hereby certify that the foregoing resolutions were adopted by the Board of
Directors of IDEX Corporation at a duly held meeting on November 20, 2003.

___________________________________
Secretary as Aforesaid