Roper Audit Committee#B00EB

AUDIT COMMITTEE CHARTERI. Composition of the Audit Committee: The Audit Committee of Roper Industries, Inc. (the“Company”) shall be comprised of at least three directors, each of whom the Board hasdetermined has no material relationship with the Company and each of whom is otherwise“independent” under the rules of the New York Stock Exchange, Inc. and the Securities andExchange Commission (the “SEC”). The Board shall also determine that each member is“financially literate”, and that one member of the Audit Committee has “accounting or relatedfinancial management expertise”, as such qualifications are interpreted by the Board of Directorsin its business judgment.No director may serve as a member of the Audit Committee if such director serves on the auditcommittees of more than two other SEC reporting companies, unless the Board of Directorsdetermines that such simultaneous service would not impair the ability of such director toeffectively serve on the Audit Committee, and discloses this determination in the Company’sannual proxy statement. No member of the Audit Committee may be an affiliated person of theCompany or receive any compensation from the Company other than (i) director’s fees, whichmay be received in cash, stock options or other in-kind consideration ordinarily available todirectors; (ii) a pension or other deferred compensation for prior service that is not contingent onfuture service; and (iii) any other regular benefits that other ...