SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.28

SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT

           THIS AMENDMENT , dated as of December 8, 2008, is between IDEX CORPORATION , a Delaware corporation with its executive offices at 630 Dundee Road, Suite 400, Northbrook, Illinois 60062 (the “Corporation”), and LAWRENCE D. KINGSLEY , an individual residing at 3870 RFD Woods End, Long Grove, IL 60047 (the “Executive”).

RECITALS :

          A. The Corporation and the Executive have entered into an Employment Agreement dated as of July 21, 2004 (the “Agreement”) as amended by the First Amendment to the Agreement dated as of March 22, 2005.

          B. It is intended that the Agreement comply with the provisions of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder (referred to herein as “Section 409A”) so as to not subject the Executive to the payment of additional interest and taxes under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent Section 409A would result in the Executive being subject to the payment of additional income taxes or interest under Section 409A, the parties agree to amend the Agreement in order to avoid the application of such taxes and interest. Consistent with this intent, the Corporation and the Executive desire to amend the Agreement to reflect certain changes to the terms and conditions of the Agreement by entering into this Second Amendment to the Agreement (this “Amendment”).

          NOW THEREFORE, in con