TRANSITION AND RETIREMENT AGREEMENT

<PAGE>

EXHIBIT 99.1

TRANSITION AND RETIREMENT AGREEMENT

THIS AGREEMENT, dated as of February 25, 2005, is between IDEX

CORPORATION, a Delaware corporation with its executive offices at 630 Dundee

Road, Suite 400, Northbrook, Illinois 60062 (the "Corporation"), and DENNIS K.

WILLIAMS (the "Executive").

RECITALS:

A. The Executive is currently employed as the Chairman of the

Board, President and Chief Executive Officer of the Corporation pursuant to an

Employment Agreement dated April 14, 2000 (the "Employment Agreement").

B. The original term of the Employment Agreement expires on

April 30, 2005 and Executive has indicated his desire to resign from his

position as President and Chief Executive Officer effective as of March 22,

2005, and to retire as Chairman of the Board effective as of the later of March

31, 2006 or the date of the Corporation's annual meeting of shareholders in

2006.

C. The Corporation desires that the Executive assist in the

orderly transition of leadership and management of the Corporation and the

Executive is willing to remain in an executive Chairman capacity in order to

effect such transition.

D. The Corporation desires to receive from the Executive a

lengthening of the period during which the Executive will not compete with the

business of the Corporation from two years to a five-year period.

E. The Corporation and the Executive desire to enter into this

Agreement to set forth the terms of Executive's continued employment and

retirement from the Corporation.

NOW, THEREFORE, in consideration of the promises and of the

covenants contained in this Agreement, the Corporation and the Executive agree

as follows:

1. DEFINITIONS. The following definitions apply for purposes

of this Agreement.

(a) "Board of Directors" or "Board" means the Board of

Directors of the Corporation.

(b) "Cause" means a finding by the Board of Directors that any

of the following conditions exist:

(i) The Executive's willful and continued failure

substantially to perform his material duties under this

Agreement (other than as a result of his disability) if such

failure is not substantially cured within 15 days after

written notice is provided to the Executive.

(ii) The Executive's willful breach in a substantive

and material manner of his fiduciary duty or duty of loyalty

to the Corporation which is injurious to the financial

condition in more than a de minimus manner or the business

reputation of the Corporation.

(iii) The Executive's indictment for a felony offense

under the laws of the United States or any state thereof

(other than for a violation of motor or vehicular laws).

<PAGE>

(iv) A material breach by the Executive of any

restrictive covenant contained in Sections 11 and 12 of this

Agreement.

For purposes of this definition, no act or failure to act will be deemed

"willful" unless effected by the Executive not in good faith and without a

reasonable belief that his action or failure to act was in or not opposed to the

Corporation's best interests.

(c) "Code" means the Internal Revenue Code of 1986, as

amended.

(d) "Corporation" means IDEX Corporation.

(e) "Effective Date" means March 22, 2005.

(f) "Fringe Benefits" means (i) medical, health and life

insurance, and (ii) other miscellaneous fringe benefits (including, but not

limited to, the personal accident plan at the level in effect on the date of

termination, and the use of the Corporation provided automobile or auto use

allowance).

(g) "Retirement Date" means the later of March 31, 2006 or the

date of the Corporation's annual meeting of shareholders in 2006.

2. EMPLOYMENT; DUTIES. Subject to the terms and conditions set

forth in this Agreement, the Corporation hereby agrees to continue to employ the

Executive, and the Executive hereby agrees to continue employment as Chairman of

the Board on and after the Effective Date through and until his Retirement Date.

Subject to the terms and conditions set forth in this Agreement, as of the

Effective Date, the Executive will resign his position as President and Chief

Executive Officer of the Corporation. The Executive will perform those duties

and discharge those responsibilities as are commensurate with his position, and

as the Board of Directors may from time to time reasonably direct, commensurate

with his position. In connection with the performance of those duties, the

Corporation acknowledges that Executive may perform those duties at locations

other than the Corporation's executive office and it will not ordinarily require

the Executive to be present in the Corporation's executive office more than six

days per month. The Executive agrees to perform his duties and discharge his

responsibilities in a faithful manner and to the best of his ability and to use

all reasonable efforts to promote the interests of the Corporation. The

Executive may not accept other gainful employment except with the prior consent

of the Board of Directors. With the prior consent of the Board of Directors,

which will not be unreasonably withheld, the Executive may become a director,

trustee or other fiduciary of other corporations, trusts or entities.

Notwithstanding the foregoing, the Executive may manage his passive investments

and be involved in charitable, civic and religious interests so long as they do

not materially interfere with the performance of the Executive's duties

hereunder.

3. COMPENSATION.

(a) From the Effective Date through April 27, 2005, the

Executive will receive $31,153.85 in each bi-weekly payroll payment.

(b) Executive will receive $109,090.91 in each bi-weekly

payroll payment commencing with the May 11, 2005 payment and ending with payment

made on or prior to the earliest to occur of (i) March 1, 2006, (ii) his

termination by the Corporation for Cause or (iii) his voluntary resignation.

These payments will not be considered "compensation" for purposes of the

Corporation's Supplemental Executive Retirement Plan and, to the extent these

payments increase the Executive's accrued benefit under the Corporation's

Retirement Plan, such increased accrued benefit will be an offset to the

Executive's benefit under the Corporation's Supplemental Executive Retirement

Plan.

(c) Executive will not be entitled to participate in any

bonus, long-term or short-term equity or cash incentive compensation programs of

the Corporation in 2005 or 2006.

(d) The Corporation will deduct or withhold from all salary

and from all other payments made to the Executive pursuant to this Agreement,

all amounts that may be required to be deducted or withheld under any applicable

Social Security contribution, income tax withholding or other similar law now in

effect or that may become effective during the term of this Agreement.

<PAGE>

4. OTHER BENEFITS AND TERMS. Except as otherwise provided,

during the term of Executive's employment through the Retirement Date, the

Executive will be entitled to the following other benefits and terms:

(a) The Executive will be entitled to participate in the

Corporation's health and medical benefit plans, any pension, profit sharing and

retirement plans, and any insurance policies or programs from time to time

generally offered to all or substantially all executive employees who are

employed by the Corporation. These plans, policies and programs are subject to

change at the sole discretion of the Corporation. Notwithstanding the foregoing,

life insurance benefits will be provided at an amount not less than one times

base salary.

(b) The Executive will be entitled to any other fringe benefit

from time to time generally offered to all or substantially all senior executive

employees who are employed by the Corporation.

(c) The Corporation will provide the Executive with the use of

an automobile or an auto use allowance that is commensurate with his position.

(d) The Executive will be entitled to limited use of the

Corporation's aircraft for non-business purposes, not to exceed usage in excess

of incremental cost to the Corporation of $110,000 (the "Personal Use

Limitation") during the period May 1 ,2005 through the Retirement Date, and

subject to the terms of the Corporation's Aircraft Use Guidelines as amended

from time to time. If Executive relocates his residence outside of the State of

Illinois, travel at the request of the Corporation from his residence to the

Corporation's executive office and return travel to his residence will not be

charged against the Personal Use Limitation. Executive's use of the

Corporation's aircraft to attend board meetings of corporations or entities

other than the Corporation will be charged against the Personal Use Limitation.

If the Executive's use of the Corporation's aircraft is for business purposes,

his spouse accompanying him on such travel will not cause the use to be charged

against the Personal Use Limitation.

(e) The Corporation will pay on behalf of or reimburse the

Executive for personal legal and financial advice in calendar year 2005 an

amount not to exceed $15,000 less amounts, if any, claimed by the Executive

under the Employment Agreement for 2005 prior to the Effective Date.

(f) Notwithstanding anything to the contrary, for purposes of

determining the Executive's benefits under the Corporation's Supplemental

Executive Retirement Plan, the Executive's "compensation" shall include income

recognized by him with respect to the Restricted Stock Award under Section 3(d)

of the Employment Agreement.

(g) Notwithstanding any provision in any stock option award

agreement with the Executive, with respect to options which first become

exercisable within the calendar month of March 2006, if Executive may not

exercise those options or may not sell shares of the Corporation's stock because

of the Corporation's policies restricting trading of shares by certain

individuals, the Corporation will, in its discretion, which will be exercised in

a manner so as not to cause adverse tax consequences to Executive under Section

409A of the Code, either (i) waive the restrictions with respect to the

Executive (ii) allow Executive to sell the shares received on exercise to the

Corporation, (iii) allow for the Executive to sell the shares received on

exercise in a private sale transaction or (iv) provide that those options remain

exercisable for a period of time, not to exceed 30 days, following the date on

which the Executive is no longer restricted from trading shares of the

Corporation.

(h) Except as specifically provided in Section 8, or as

required by law, the Executive acknowledges that he, his spouse and dependents

will not receive health and medical benefits following any termination of his

employment.

(i) If the Corporation does not amend its Supplemental

Executive Retirement Plan by December 15, 2005, to provide for distribution of

benefits on separation from service, the Corporation agrees to allow the

Executive, in accordance with the provisions of IRS Notice 2005-1 and any

further similar guidance, to elect to terminate his participation in the

Supplemental Executive Retirement Plan in 2005 so that the amounts deferred

under the Supplemental Executive Retirement Plan would be distributed to him and

causing such amounts to be included in income in 2005.

(j) Condition (1) contained in Section 2(a) of The Restricted

Stock Award Agreement between the Corporation and the Executive dated April 14,

2000 is hereby amended to read as follows:

<PAGE>

1. Executive remains employed by IDEX as its Chairman

of the Board, and

5. VACATIONS. The Executive will be entitled to five weeks of

paid vacation each year. Unused vacation in any year may not be carried over to

subsequent years.

6. REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse

the Executive for expenses which the Executive may from time to time reasonably

incur on behalf of the Corporation in the performance of his responsibilities

and duties including, but not limited to, professional dues and attendance at

professional conferences.

7. PERIOD OF EMPLOYMENT. Subject to the provisions of this

Section, the period of employment of the Executive under this Agreement will

begin on the Effective Date and continue until the Retirement Date.

Notwithstanding the foregoing:

(a) The Executive's employment will automatically terminate

upon the death of the Executive.

(b) The Corporation may terminate the Executive's employment

for Cause.

8. BENEFITS UPON TERMINATION OF EMPLOYMENT. The Corporation

will provide to the Executive the following benefits in connection with his

termination of employment:

(a) Retirement. In connection with the Executive's retirement,

the Corporation will provide the following:

(i) Additional Compensation. The Executive will

receive payments of $31,153.85 in each of 26 bi-weekly payroll

payments commencing with the April 6, 2006 payment. If the

Executive dies during the 26 bi-weekly payroll period, the

balance of the payments will be paid as provided in Section

13.

(ii) Bonus. The Executive will receive a bonus

payment equal to $1,296,000 payable in one lump sum on April

1, 2006 (or as soon thereafter as practicable). Of this

amount, $324,000 will be considered "compensation" for

purposes of the Corporation's Supplemental Executive

Retirement Plan.

(iii) Accrued Vacation. Executive will receive

payment for accrued but unused vacation, which payment will be

equitably prorated based on the period of empl