Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2009, the Board of Directors of Roper Industries, Inc. (the "Company") accepted a notice of retirement from Mr. W. Lawrence Banks, effective as of June 3, 2009. Mr. Banks' retirement is in accordance with the Company's mandatory Director Retirement Policy detailed in the Company's Corporate Governance Guidelines.

The Board of Directors has not at this time taken formal action to nominate a candidate to serve as a director after Mr. Banks' retirement, but the Nominating and Governance Committee continually reviews potential candidates. Because there is not a replacement for Mr. Banks currently, the Board took action at its May 15, 2009 meeting to reduce its size from 9 to 8 members effective upon Mr. Banks' retirement, with the expectation that the Board size would be increased when a new candidate is identified.