FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.2

Form for Non-Employee Directors

R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

("Grantee")

by Roper Industries, Inc. (the "Company") of

             shares of its common stock, $0.01 par value (the "Shares")

pursuant to and subject to the provisions of the Roper Industries, Inc. Director Compensation Plan (the "Director Compensation Plan"), which is operated as a subplan of the Roper Industries, Inc. 2006 Incentive Plan (the "Incentive Plan" and, together with the Director Compensation Plan, the "Plans"), and to the terms and conditions set forth on the following page.

Unless vesting is accelerated in accordance with the Plans or in the discretion of the Committee, the Shares will vest (become non-forfeitable) in accordance with the following schedule, provided that Grantee is still providing services as a director of the Company on such date:

IN WITNESS WHEREOF, Roper Industries, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.

TERMS AND CONDITIONS

1. Restrictions . The Shares are subject to each of the following restrictions. "Restricted Shares" mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s service as a director of the Company terminates for any reason other than as set forth in paragraph (b) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination of service, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.

2. Expiration and Termination of Restrictions . The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the "Restricted Period"):

(a) as to the percentages of the Shares specified on the cov