ROPER INDUSTRIES, INC. DIRECTOR COMPENSATION PLAN

1.1.            BACKGROUND . This plan is adopted to formalize the compensation for non-employee directors of the Company.  The Committee initially adopted the Roper Industries, Inc. Director Compensation Plan on December 11, 2006, which became effective on that date, and was amended in August 2008 (the “ Prior Plan ”).  The Prior Plan is being amended and restated by the adoption of this Director Compensation Plan (the “ Plan ”).

1.2.            PURPOSE . The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of Roper Industries, Inc. or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company. The Company intends that the Plan will benefit the Company and its shareholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s shareholders.

1.3.            ELIGIBILITY .  Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.

2.1            DEFINITIONS .  Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Incentive Plan.  Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a)           “Base Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company (i.e., excluding any Supplemental Annual Cash Retainer), as such amount may be changed from time to time.

(b)           “Cash Dividend Equivalents” has the meaning set forth in Section 6.2(e) of the Plan.

(c)           “Deferral Election Deadline” has the meaning set forth in Section 6.2(d) of the Plan.

(d)           “Deferred Compensation Plan” means the Roper Industries, Inc. Non-Qualified Retirement Plan, as amended and restated as of January 1, 2009, or any subsequent nonqualified deferred compensation plan in which Non-Employee Directors are permitted to participate and that is designated by the Committee as the Deferred Compensation Plan for purposes of this Plan.

(e)           “Deferred RSU Conversion Date” has the meaning set forth in Section 6.2(d) of the Plan.

(f)           "Effective Date" of the Plan has the meaning set forth in Section 8.4 of the Plan.

(g)           “Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.

(h)           “Equity Award” means stock options, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the Incentive Plan for award to Non-Employee Directors.

(i)           “Incentive Plan” means the Roper Industries, Inc. 2006 Incentive Plan, or any subsequent equity compensation plan approved by the shareholders of the Company and designated by the Committee as the Incentive Plan for purposes of this Plan.

(j)           “Meeting Fees” has the meaning set forth in Section 5.3 of the Plan.

(k)           “Non-Employee Director” means a director of the Company who is not an employee of the Company or any of its subsidiaries.

(l)           “Plan” means this Roper Industries, Inc. Director Compensation Plan, as amended from time to time.

(m)           “Plan Year(s)” means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned.

(n)           “Restricted Stock Unit” or “RSU” has the meaning assigned such term in the Incentive Plan. The terms of Restricted Stock Unit awards granted under the Plan are described in Article 6 of the Plan.

(o)           “RSU Conversion Date Election Form” has the meaning set forth in Section 6.2(d) of the Plan.

(p)           “Secretary” means the Corporate Secretary of the Company.

(q)           “Separation from Service” means separation from service for the Company and its Affiliates in all capacities, within the meaning of Section 409A of the Code and any regulations, revenue procedures or revenue rulings applicable to such law.

(r)           “Supplemental Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof, as such amount may be changed from time to time.

(s)           “Total Annual Retainer” for any given Non-Employee Director means the Basic Annual Cash Retainer and any Supplemental Annual Cash Retainer to which he or she is entitled under the Plan.

(t)           “Vesting Date” has the meaning described in Section 6.2(b).

3.1.            ADMINISTRATION .   The Plan shall be administered by the Board or the Committee.  Subject to the provisions of the Plan, the Board or the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.  The Board’s or the Committee’s interpretation of the Plan, and all actions taken and determinations made by the Board or the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its shareholders and persons granted awards under the Plan.  The Board or the Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board or the Committee.

3.2.            RELIANCE .  In administering the Plan, the Board or the Committee may rely upon any information furnished by the Company, its public accountants and other experts.  No individual will have personal liability by reason of anything done or omitted to be done by the Company or the Board or the Committee in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company’s certificate of incorporation or otherwise.

3.3.            INDEMNIFICATION .  Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of the Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Board, to defend the same at the Company’s own expense before he or she undertakes to defend it on his or her own behalf.  This right of indemnification shall not be exclusive of any other rights of indemnification to which any such person may be entitled under the Company’s certificate of incorporation, bylaws, contract or Delaware law.

4.1.            SOURCE OF SHARES FOR THE PLAN .   Equity   Awards that may be issued pursuant to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of the Incentive Plan.  The terms contained in the Incentive Plan are incorporated into and made a part of this Plan with respect to Equity Awards granted pursuant hereto, and any such awards shall be governed by and construed in accordance with the Incentive Plan.  In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of this Plan, the provisions of the Incentive Plan shall be controlling and determinative.  This Plan does not constitute a separate source of shares for the grant of the equity awards described herein.

5.1.            BASIC ANNUAL CASH RETAINER . Each Eligible Participant shall be paid a Base Annual Cash Retainer for service as a director during each Plan Year.  The amount of the Base Annual Cash Retainer shall be established from time to time by the Board or the Committee.  The amount of the Basic Annual Cash Retainer is set forth in Schedule I.  Unless deferred pursuant to Section 5.5, the Base Annual Cash Retainer shall be payable in approximately equal quarterly installments in advance, beginning on the date of the annual shareholders meeting.

A prorata Base Annual Cash Retainer will be paid to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as a Non-Employee Director during the Plan Year.  Unless deferred pursuant to Section 5.5, payment of such prorated Base Annual Cash Retainer shall begin on the date that the person first becomes an Eligible Participant, and shall resume on a quarterly basis thereafter.

5.2.            SUPPLEMENTAL ANNUAL CASH RETAINER . Certain Eligible Participants shall be paid a Supplemental Annual Cash Retainer for service as chair of a committee of the Board during a Plan Year, payable at the same times as installments of the Base Annual Cash Retainer are paid (including any deferred payment date pursuant to Section 5.5). The amount and recipients of the Supplemental Annual Cash Retainer shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.

A prorata Supplemental Annual Cash Retainer will be paid to any Eligible Participant who is elected by the Board to a position eligible for a Supplemental Annual Retainer, on a date other than the beginning of a Plan Year, based on the number of full months he or she serves in such position during the Plan Year.

5.3.            MEETING FEES . Each Non-Employee Director shall be paid meeting fees for attending meetings of the Board or its committees (“ Meeting Fees ”). The amount of the Meeting Fees shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.  If a Non-Employee Director attends a Board meeting and a committee meeting on a single day, he or she shall only receive a Meeting Fee for the Board meeting attended.  For purposes of this provision, casual or unscheduled conferences among directors shall not constitute an official meeting.  Unless deferred pursuant to Section 5.5, Meeting Fees shall be payable on the date of the applicable meeting to which they relate.

5.4.            TRAVEL EXPENSE REIMBURSEMENT .   All Eligible Participants shall be reimbursed for reasonable travel expenses (including spouse’s expenses to attend events to which spouses are invited) in connection with attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer or Chair of the Board requests the Non-Employee Director to participate.

5.5            DEFERAL OF CASH COMPENSATION .  An Eligible Participant may elect to defer some or all of his or her Total Annual Retainer, Meeting Fees and/or Cash Dividend Equivalents pursuant to the terms of the Deferred Compensation Plan.  Any such deferrals shall be subject to the election timing and distributions rules set forth in the Deferred Compensation Plan.

6.1.            EQUITY AWARDS .   Under the Prior Plan, Eligible Participants were granted annual awards of Restricted Stock pursuant to the Incentive Plan.  The Committee is authorized to amend this Plan from time to award other types of Equity Awards.  Beginning with Plan Y