EXHIBIT 10.06

                             ROPER INDUSTRIES, INC.
                          NON-QUALIFIED RETIREMENT PLAN

      THIS INDENTURE is amended and restated effective this 1st day of March,
2002, by Roper Industries, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Primary Sponsor").

                              W I T N E S S E T H:

      WHEREAS, the Primary Sponsor and certain of its affiliates maintain the
Roper Industries, Inc. Employees' Retirement Savings 003 Plan (the "003 Plan")
and/or the Roper Industries, Inc. Employees' Retirement Savings 004 Plan (the
"004 Plan"), both of which are defined contribution plans under which
participating employees may contribute on a pre-tax basis pursuant to a
qualified cash or deferred arrangement within the meaning of Section 401(k) of
the Internal Revenue Code of 1986.

      WHEREAS, the limitations of Sections 401(a)(17), 401(k)(3), 401(m), 402(g)
and 415 of the Internal Revenue Code of 1986 as amended from time to time, may,
separately or in combination, limit the amount of pre-tax employee contributions
and employer matching contributions that otherwise could be made under the 003
Plan and the 004 Plan on behalf of certain participants.

      WHEREAS, effective January 1, 1995, the Primary Sponsor established the
Roper Industries, Inc. Non-Qualified Retirement Plan (the "Plan") for the
benefit of those 003 Plan participants whose benefits under those plans may be
limited by one or more of those Internal Revenue Code limitations described
above for the purpose of providing, to the extent possible on a non-qualified
and unfunded basis, an opportunity for such participants to continue to
accumulate retirement savings as if such persons had been able to continue to
participate in the 003 Plan without regard to such limitations in addition to an
opportunity to accumulate retirement savings separate and apart from
participation in the 003 Plan.

      WHEREAS, effective November 1, 1997, the Primary Sponsor amended and
restated the Plan, among other reasons, to clarify that its provisions extend to
eligible participants under the 004 Plan.

      WHEREAS, the Primary Sponsor further amended the Plan, effective November
1, 1997, to clarify its provisions with regard to the percentage of Annual
Compensation that might be deferred under the Plan and to the contributions of
the Plan Sponsor on behalf of a Member who is a Disabled Employee.


<PAGE>

      WHEREAS, effective March 1, 2002, the Primary Sponsor desires to again
amend and restate the Plan, among other reasons, to include provisions
applicable to in-service distributions to Part-Time Members and to set out the
methods by which Plan benefits can be distributed upon the retirement or death
of a Member.

      NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan
in its entirety, effective as of the date first above written, to read as
follows:

                                      -2-

<PAGE>

                             ROPER INDUSTRIES, INC.
                          NON-QUALIFIED RETIREMENT PLAN

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

SECTION 1   DEFINITIONS.......................................................1

SECTION 2   ELIGIBILITY.......................................................3

SECTION 3   CONTRIBUTIONS.....................................................4

SECTION 4   CREDITING ACCOUNTS................................................5

SECTION 5   EMERGENCY WITHDRAWALS.............................................6

SECTION 6   IN-SERVICE DISTRIBUTIONS TO PART-TIME MEMBERS.....................6

SECTION 7   DEATH BENEFITS....................................................7

SECTION 8   PAYMENT OF BENEFITS ON RETIREMENT, EARLY
            RETIREMENT OR DEATH...............................................8

SECTION 9   PAYMENT OF BENEFITS ON OTHER TERMINATIONS OF EMPLOYMENT...........9

SECTION 10  ADMINISTRATION OF THE PLAN........................................9

SECTION 11  CLAIM REVIEW PROCEDURES..........................................11

SECTION 12  LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
            INCOMPETENT DISTRIBUTE AND UNCLAIMED PAYMENTS....................12

SECTION 13  LIMITATION OF RIGHTS.............................................13

SECTION 14  AMENDMENT TO OR TERMINATION OF THE PLAN..........................13

SECTION 15  ADOPTION OF PLAN BY AFFILIATES...................................13

SECTION 16  MISCELLANEOUS....................................................14


<PAGE>

                                    SECTION 1

                                   DEFINITIONS

      Whenever used herein, the masculine pronoun shall be deemed to include the
feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following words and phrases shall, when used
herein, have the meanings set forth below:

      1.1 "Account" means the bookkeeping accounts established and maintained by
the Plan Administrator to reflect the interest of a Member under the Plan and
shall include the following:

            (a) "Employee Deferral Account" which shall reflect credits to a
      Member's Account made on his or her behalf pursuant to Section 3.1, as
      adjusted to reflect other credits or charges.

            (b) "Employer Base Account" which shall reflect credits to a
      Member's Account made on his or her behalf pursuant to Section 3.2 and, if
      applicable Section 3.5, as adjusted to reflect other credits or charges.

            (c) "Employer Matching Account" which shall reflect credits to a
      Member's Account made on his or her behalf pursuant to Section 3.3 and, if
      applicable, Section 3.5, as adjusted to reflect other credits or charges.

            (d) "Profit Sharing Account" which shall reflect credits to a
      Member's Account made on his or her behalf pursuant to Section 3.4, as
      adjusted to reflect other credits or charges.

      1.2 "Accrued Benefit" means the balance of a Member's Account.

      1.3 "Affiliate" means (a) any corporation which is a member of the same
controlled group of corporations (within the meaning of Code Section 414(b)) as
is a Plan Sponsor and (b) any other trade or business (whether or not
incorporated) under common control (within the meaning of Code Section 414(c))
with a Plan Sponsor.

      1.4 "Annual Compensation" means "Compensation," as that term is defined
under the 003 Plan or 004 Plan, as applicable, for purposes of making
contributions pursuant to a salary deferral election, as the same may be amended
from time to time, but without regard to the limit on compensation that may be
recognized under Code Section 401(a)(17), plus any Deferral Amounts credited to
a Member during the Plan Year.

      1.5 "Beneficiary" means the person or persons designated by the Member
(and in the absence of any such designation, the Member's estate) to receive the
Member's Account in the event of the Member's death.

      1.6 "Board of Directors" means the Board of Directors of the Primary
Sponsor.


<PAGE>

      1.7 "Code" means the Internal Revenue Code of 1986, as amended.

      1.8 "Deferral Amounts" means amounts credited to the Employee Deferral
Account of a Member at the election of a Member pursuant to Section 3.1.

      1.9 "Disability" means a condition determined to exist pursuant to the
definition of the term "Disability" under the 003 Plan or 004 Plan, as
applicable.

      1.10 "Disabled Employee" means each former Eligible Employee who
terminates active employment as a result of a Disability.

      1.11 "Early Retirement Date" means the date on which a Member terminates
employment on or after attaining age 55, but prior to his Retirement Date or
death, with the approval of the Plan Administrator designating such date as the
Member's Early Retirement Date.

      1.12 "Eligible Employee" means a member of a select group of management or
highly compensated employees of a Plan Sponsor who is designated as being
eligible to participate in the Plan pursuant to Section 2. Notwithstanding the
preceding, upon becoming a Part-Time Member, such employee shall immediately
cease to be an Eligible Employee.

      1.13 "Employee" means any person who is classified by a Plan Sponsor or an
Affiliate as a common law employee.

      1.14 "Member" means any Eligible Employee or former Eligible Employee who
has become a participant in the Plan, for so long as his or her benefits
hereunder have not been paid out.

      1.15 "Part-Time Member" means a Member who (a) has attained age 55, and
(b) has entered into an employment agreement with the Plan Sponsor by which he
agrees to continue to be employed by the Plan Sponsor on a part-time basis.

      1.16 "Plan Administrator" means the organization or person designated by
the Primary Sponsor to administer the Plan or, in the absence of any such
designation, the Primary Sponsor.

      1.17 "Plan Sponsor" means individually the Primary Sponsor and any other
Affiliate or other entity which has adopted the Plan pursuant to Section 14.

      1.18 "Plan Year" means each calendar year.

      1.19 "Retirement Date" means the date on which the Member retires on or
after (a) attaining age 65, or (b) becoming subject to a Disability.

      1.20 "Valuation Date" means each business day or any other day which the
Plan Administrator declares to be a Valuation Date.


                                      -2-
<PAGE>

      1.21 "Withdrawal Circumstance" means a circumstance permitting a hardship
withdrawal under the 003 Plan or 004 Plan, as applicable. The Plan Administrator
retains the sole discretion to approve or deny any request for an in-service
withdrawal based upon a Withdrawal Circumstance. In no event, however, will a
request be approved to the extent a Withdrawal Circumstance is or may be
relieved (a) through reimbursement or compensation by insurance or otherwise,
(b) by liquidation of the Member's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship; or (c) by cessation of
active participation in the Plan.

                                    SECTION 2
                                   ELIGIBILITY

      2.1 Eligibility. An Eligible Employee shall become a Member after (a)
being designated for membership in the Plan by appropriate action of the
Director of Human Resources of the Primary Sponsor; and (b) completing an
enrollment form prescribed by the Plan Administrator in which the Eligible
Employee elects to participate in the Plan. A Member's election to participate
shall be effective until the Member notifies the Plan Administrator, in such
manner and form as the Plan Administrator shall from time to time prescribe,
that the Member wishes to suspend active participation. A Member who suspends
active participation under the Plan may resume active participation in the Plan
by delivering a new enrollment form to the Plan Administrator. A Member may
modify his or her election or, if applicable, resume active participation in the
Plan effective as of the beginning of the payroll period immediately following
the date such enrollment is processed and made effective pursuant to the Plan
Administrator's normal administrative procedures then in effect.

      2.2 Effective Date of Participation. Eligible Employees shall be eligible
to participate in the Plan as of the date the Eligible Employee is designated
for participation in the Plan pursuant to Section 2.1.

      2.3 Cessation of Participation. A Member who ceases to be an Eligible
Employee will no longer be eligible to make further deferrals under the Plan
pursuant to Section 3, but shall continue to be subject to all other terms of
the Plan so long as he or she remains a Member of the Plan.

      2.4 Coordination with 401(k) Arrangements. In the event the Member
participates in a plan of a Plan Sponsor or Affiliate intended to qualify under
Code Section 401(a) and containing a tax-qualified cash or deferred arrangement
qualified under Code Section 401(k), the Member shall be suspended from
continued participation under this Plan to the extent required by such other
plan as a result of a hardship withdrawal made by such Member under such other
plan.


                                      -3-
<PAGE>

                                    SECTION 3
                                  CONTRIBUTIONS

      3.1 Deferral Amounts.

            (a) Each Plan Year a Member who is an Eligible Employee for all or
      any portion of the Plan Year and who has an effective enrollment form on
      file with the Plan Administrator shall be deemed to have elected to defer
      under the Plan that portion of the Annual Compensation otherwise payable
      to him or her for the Plan Year which the Member has elected to defer
      under the 003 Plan or 004 Plan, as applicable, but which can not be
      deferred under that plan because of one or more of the following
      limitations: (i) the provisions relating to the annual limit on salary
      deferrals set forth in Code Section 402(g); (ii) the provisions relating
      to the limit on includable compensation as set forth in Code Section
      401(a)(17); (iii) the provisions relating to the non-discrimination
      testing limitations under Code Sections 401(k)(3) or 401(m); or (iv) the
      provisions relating to the limit on "annual additions," within the meaning
      of Code Section 415.

            (b) Each Plan Year a Member (i) who is an Eligible Employee for all
      or any portion of the Plan Year; (ii) who has an effective enrollment form
      on file with the Plan Administrator; and (iii) (A) who has in effect an
      election to make the maximum elective deferrals under the 003 Plan or 004
      Plan, as applicable, for which matching contributions may be made under
      that plan or (B) who has not met the eligibility requirements to
      participate in the 003 Plan or 004 Plan, as applicable, may also elect to
      defer under the Plan a separate percentage of Annual Compensation
      otherwise payable to him or her for the Plan Year; provided, however, any
      such election may not apply above a specified percentage of the Member's
      Annual Compensation, as such limitation may be determined from time to
      time by the Plan Administrator in its sole discretion.

      3.2 Base Contributions. Each Plan Sponsor which also sponsors the 003 Plan
proposes to credit on behalf of each Member employed by that Plan Sponsor (other
than Members to whose Employer Base Accounts amounts are not to be credited) for
the Plan Year an amount equal to three percent (3%) of the Member's Annual
Compensation in excess of the dollar limitation then in effect pursuant to Code
Section 401(a)(17).

      3.3 Matching Contributions. Each Plan Sponsor proposes to credit on behalf
of each Member employed by that Plan Sponsor (other than Members to whose
Employer Matching Accounts amounts are not to be credited) for allocation to
that Member's Employer Matching Account an amount equal to (X) reduced by (Y)
where:

            (a) (X) is an amount determined by applying the matching
      contribution provisions of the 003 Plan or 004 Plan, as adopted by the
      Plan Sponsor, (including that part of each of those provisions expressing,
      as a percentage of compensation, a cap on elective deferrals against which
      matching contributions are to be made, but without regard to any direct or
      indirect limitation described under Section 3.1(a)) to the aggregate
      elective deferrals made on behalf of the Member under the 003 Plan or 004
      Plan, as applicable,


                                      -4-
<PAGE>

      and the Deferral Amounts made on behalf of the Member under the Plan for
      the applicable period; and

            (b) (Y) is the matching contribution actually credited to the Member
      for the same period under the 003 Plan or 004 Plan, as applicable.

      3.4 Profit Sharing Contributions. Each Plan Sponsor which also sponsors
the 003 Plan and makes a discretionary profit sharing contribution under that
plan for the Plan Year proposes to credit on behalf of each Member employed by
that Plan Sponsor (other than Members to whose Profit Sharing Accounts amounts
are not to be credited) for allocation to that Member's Profit Sharing Account
an amount equal to (X) reduced by (Y) where:

            (a) (X) is the amount which would have been credited to the Member
      under the 003 Plan determined by applying the discretionary profit sharing
      contribution provisions of the 003 Plan (but without regard to any
      applicable limitation described under Section 3.1(a)) for the period; and

            (b) (Y) is the discretionary profit sharing contribution actually
      credited to the Member for the same period under the 003 Plan.

      3.5 Contributions on Behalf of Disabled Employees. In lieu of any
contributions pursuant to Section 3.2 and 3.3 for a Plan Year, each Plan Sponsor
which also sponsors the 003 Plan proposes to credit on behalf of each Member who
is a Disabled Employee of that Plan Sponsor (other than Disabled Employees who
are Normal Retirement Age or older or who recover and are no longer a Disabled
Employee) contributions equal to the amounts (but without regard to any direct
or indirect limitation described under Section 3.1(a)) described under Sections
4.1 and 4.3 of the 003 Plan for allocation to that Member's appropriate
subaccounts, reduced by the amounts, if any, allocated to such Member under
Sections 4.1 and 4.3 of the 003 Plan for the same period.

      3.6 Contributions on Behalf of Part-Time Members. Notwithstanding anything
to the contrary in the Plan, a Member who becomes a Part-Time Member will no
longer be eligible to make further deferrals under the Plan pursuant to Section
3.1 or to receive further contributions under the Plan pursuant to Sections 3.2,
3.3 or 3.4.

                                    SECTION 4
                               CREDITING ACCOUNTS

      4.1 As soon as reasonably practicable following the date of withholding by
the Plan Sponsor, Deferral Amounts previously elected by a Member shall be
credited to the Member's Employee Deferral Account.

      4.2 No later than as of the last day of each Plan Year or at such earlier
times as the Plan Administrator shall determine, the amounts to be credited for
the applicable period pursuant to Sections 3.2, and 3.3 (and, to the extent
applicable, Sections 3.4 and 3.5) on behalf of a Member


                                      -5-
<PAGE>

shall be credited to the Member's Employer Base Account; Employer Matching
Account or Profit Sharing Account, as applicable.

      4.3 As of each Valuation Date, each Member's Account (other than any
Member who has received a distribution of his or her Accrued Benefit prior to
that Valuation Date) shall be credited with rate(s) of return in a manner
prescribed by the Plan Administrator.

                                    SECTION 5
                              EMERGENCY WITHDRAWALS

      5.1 The Plan Administrator may pay all or a portion of a Member's Account
prior to the time such amounts otherwise become payable in accordance with the
provisions of the Plan; provided, however, that the Member demonstrates that he
or she has a Withdrawal Circumstance.

      5.2 Distributions in the event of a Withdrawal Circumstance shall be made
to a Member only in accordance with such rules, policies, procedures,
restrictions, and conditions as the Plan Administrator may from time to time
adopt. Any determination of the amount to be distributed on account of a
Withdrawal Circumstance shall be made by the Plan Administrator in accordance
with rules applied in a uniform and nondiscriminatory manner. A payment under
this Section shall be made in a lump sum in cash to the Member and shall be
charged against the Member's Account as of the Valuation Date coinciding with or
immediately preceding the date of the payment.

      5.3 Notwithstanding the foregoing, a Member who receives a payment of all
or any portion of his or her Account pursuant to this Section 5 shall be
suspended from making deferrals under Section 3 for a period of six (6) months
immediately following the date the Member receives a payment under this Section
5.

                                    SECTION 6
                  IN-SERVICE DISTRIBUTIONS TO PART-TIME MEMBERS

      6.1 A Member who is eligible to become a Part-Time Member may make a
one-time irrevocable election to receive a distribution of all or a portion of
his Account, provided that such election is made prior to becoming a Part-Time
Member. Such election must be in the manner and form required by the Plan
Administrator, must be approved by the Plan Administrator, and must be made
during a period determined by the Plan Administrator but not later than one
month prior to the date on which the Member enters into the employment agreement
with the Plan Sponsor by which he becomes a Part-Time Member.

      6.2 Payment under this Section 6 shall normally be made to the Part-Time
Member in a lump sum in cash and shall be charged against the Part-Time Member's
Account as of the Valuation Date coinciding with or immediately preceding the
date of the payment. Payment in a lump sum shall begin as soon as practicable
following the date on which the Member becomes a Part-Time Member.


                                      -6-
<PAGE>

In lieu of the normal form of payment (lump sum), a Part-Time Member may also
select, on the election form described in Section 6.1, from one of the following
optional forms of payment:

      (a) payment in three (3) annual installments; or

      (b) payment in seven (7) annual installments.

If an installment form of payment is selected, the Part-Time Employee's benefit
shall be paid in either three (3) or seven (7) annual installments, as the
Member has selected, with the first installment payable on the first day of the
third month following the date on which the Member becomes a Part-Time Member,
and subsequent annual installments shall be paid on the next succeeding two (2),
or six (6), anniversaries of such initial payment date ("annual payment date").
Each annual payment shall equal the Part-Time Member's Account adjusted as of
the Valuation Date coinciding with or preceding the next annual payment date
divided by the number of remaining annual installments. If the Part-Time
Member's Account is paid in installments, the Member's Account will continue to
be credited with a rate or rates of return in accordance with Section 4.3 until
the Account is fully distributed.

      6.3 Notwithstanding the other provisions of this Section 6, the Plan
Administrator, in the exercise of its sole and absolute discretion, may
accelerate payment of a Part-Time Member's Account, or any portion thereof,
including, without limitation, the optional form of payment selected by a
Part-Time Member, if any, under Section 6.2 above.

                                    SECTION 7
                                 DEATH BENEFITS

      7.1 Except as otherwise provided in this Section 7, any benefit payable
under this Section 7 shall be paid in accordance with and subject to the
provisions of Section 8 after receipt by the Plan Administrator of notice of the
death of the Member.

      7.2 Upon the death of a Member prior to the commencement of payments of
his or her Account, the Member's Beneficiary shall be entitled to the full value
of the Member's Account. Payment to the Beneficiary shall be made according to
the Member's prior election under Section 6 or Section 8, if any. If the Member
has not made an election prior to death, the Member's Beneficiary may make an
election regarding the method of payment of the Member's Account.

      7.3 Upon the death of a Member after payments of his or her Account have
commenced according to the Member's prior election under Section 6 or Section 8,
but prior to the complete payment of such Account, the Member's Beneficiary
shall continue to receive the unpaid balance of the Member's Account in the form
of payment previously elected by the Member.

      7.4 Upon the death of a Member who terminated employment with the Plan
Sponsor for reasons other than those specified in Sections 7 or 8, the Member's
Beneficiary shall receive the entire unpaid balance of the Member's Account in a
lump sum in cash.


                                      -7-
<PAGE>

      7.5 If, subsequent to the death of a Member, the Member's Beneficiary dies
while entitled to receive benefits under the Plan, the successor Beneficiary, if
any, or, if none, the Member's estate shall generally be entitled to receive
benefits under the Plan.

                                    SECTION 8
          PAYMENT OF BENEFITS ON RETIREMENT, EARLY RETIREMENT, OR DEATH

      8.1 Upon the retirement (including early retirement) or death of a Member,
the Accrued Benefit of the Member shall be determined as of the Valuation Date
coinciding with or immediately preceding the Member's Retirement Date, Early
Retirement Date, or death increased by Deferral Amounts and matching
contributions credited pursuant to Section 3.3 (or Section 3.5, as applicable)
and adjusted for earnings or losses credited pursuant to Section 4.3 through the
Valuation Date immediately preceding the date the Accrued Benefit is paid.

      8.2 The Plan Administrator shall have the sole and absolute discretion to
allow, from time to time, the payment of a Member's Accrued Benefit upon the
Member's Early Retirement Date. A Member's Accrued Benefit upon his Early
Retirement Date shall be determined and paid as otherwise described in this
Section 8.

      8.3 The method of payment of the Accrued Benefit of a Member pursuant to
this Section 8 shall normally be in a lump sum in cash. Payment of the Member's
Accrued Benefit in a lump sum shall commence as soon as practicable after the
Retirement Date, Early Retirement Date, or death of the Member.

In lieu of the normal form of payment (lump sum), the Member may elect prior to
his or her Retirement Date, Early Retirement Date, or death, in the manner and
form required by the Plan Administrator, to receive one of the following
optional forms of payment.

      (a) payment in three (3) annual installments; or

      (b) payment in seven (7) annual installments.

Such election must be approved by the Plan Administrator and shall be made
during a period determined by the Plan Administrator but not later than three
months prior to the Member's Retirement Date, Early Retirement Date, or death.

If an installment form of payment is selected, the Member's Accrued Benefit
shall be paid in either three (3) or seven (7) annual installments, as the
Member selects, with the first installment payable on the first day of the third
month following the month of the Member's retirement or death, and subsequent
annual installments shall be paid on the next succeeding two (2), or six (6),
anniversaries of such initial payment date ("annual payment date"). Each annual
payment shall equal the Member's Account adjusted as of the Valuation Date
coinciding with or preceding the next annual payment date divided by the number
of remaining annual installments. If the Member's Account is paid in
installments, the Member's Account will continue to be credited with a rate or
rates of return in accordance with Section 4.3 until the Account is fully
distributed.


                                      -8-
<PAGE>

      8.4 Notwithstanding the other provisions of this Section 8, the Plan
Administrator, in the exercise of its sole and absolute discretion, may
accelerate payment of the Member's Account, or any portion thereof, including,
without limitation, the optional form of payment selected by the Member or
Beneficiary, if any, elected under Section 8.3 above.

                                    SECTION 9
             PAYMENT OF BENEFITS ON OTHER TERMINATIONS OF EMPLOYMENT

      9.1 A Member shall be considered to have terminated employment with the
Plan Sponsor or any Affiliate on the date determined by the Plan Administrator.
Transfer of a Member from one Plan Sponsor to another Plan Sponsor shall not be
deemed for any purpose under the Plan to be a termination of employment by the
Member.

      9.2 In the event of the termination of employment of a Member for reasons
other than those specified in Sections 7 and 8 above, the Accrued Benefit of the
Member shall be determined as of the Valuation Date coinciding with or
immediately preceding the date of the termination of employment and shall be
increased by any Deferral Amounts credited to the Employee Deferral Account of
the Member since that Valuation Date. While no further amounts credited pursuant
to any other provision of Section 3 shall be made to the Member's Account after
that Valuation Date, the Member's Account shall be adjusted for a rate or rates
of return credited pursuant to Section 4.3 through the Valuation Date
immediately preceding the date the Accrued Benefit is paid.

      9.3 A Member shall be entitled to payment of his or her Accrued Benefit in
cash in a lump sum. Payment shall be made as soon as practicable following the
Member's termination of employment.

                                   SECTION 10
                           ADMINISTRATION OF THE PLAN

      10.1 Operation of the Plan Administrator. The Primary Sponsor shall be the
Plan Administrator, unless it appoints another Plan Administrator. If an
organization is appointed to serve as the Plan Administrator, then the Plan
Administrator may designate in writing a person who may act on behalf of the
Plan Administrator. The Primary Sponsor shall have the right to remove the Plan
Administrator at any time by notice in writing. The Plan Administrator may
resign at any time by written notice or resignation to the Primary Sponsor. Upon
removal or resignation, or in the event of the dissolution of the Plan
Administrator, the Primary Sponsor shall appoint a successor.


                                      -9-
<PAGE>

      10.2 Duties of the Plan Administrator.

            (a) The Plan Administrator shall perform any act which the Plan
      authorizes or requires of the Plan Administrator by action taken in
      compliance with the Plan and may designate in writing other persons to
      carry out its duties under the Plan. The Plan Administrator may employ
      persons to render advice with regard to any of the Plan Administrator's
      duties.

            (b) The Plan Administrator shall from time to time establish rules,
      not contrary to the provisions of the Plan, for the administration of the
      Plan and the transaction of its business. All elections and designations
      under the Plan by a Member or Beneficiary shall be made on forms
      prescribed by the Plan Administrator. The Plan Administrator shall have
      discretionary authority to construe the terms of the Plan and shall
      determine all questions arising in the administration, interpretation and
      application of the Plan, including, but not limited to, those concerning
      eligibility for benefits and it shall not act so as to discriminate in
      favor of any person. All determinations of the Plan Administrator shall be
      conclusive and binding on all persons, subject to the provisions of the
      Plan and subject to applicable law.

            (c) The Plan Administrator shall furnish Members and Beneficiaries
      with all disclosures now or hereafter required by the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"). The Plan Administrator
      shall file, as required, the various reports and disclosures concerning
      the Plan and its operations as required by ERISA and by the Code, and
      shall be solely responsible for establishing and maintaining all records
      of the Plan.

            (d) The statement of specific duties for a Plan Administrator in
      this Section is not in derogation of any other duties which a Plan
      Administrator has under the provisions of the Plan or under applicable
      law.

            (e) Each Plan Sponsor shall indemnify and hold harmless each person
      constituting the Plan Administrator from and against any and all claims
      and expenses (including, without limitation, attorney's fees and related
      costs) arising in connection with the performance by the person of his or
      her duties in that capacity, other than any of the foregoing arising in
      connection with the willful neglect or willful misconduct of the person
      acting.

      10.3 Action by the Primary Sponsor or a Plan Sponsor. Any action to be
taken by the Primary Sponsor or a Plan Sponsor shall be taken by resolution or
written direction duly adopted by its board of directors or appropriate
governing body, as the case may be; provided, however, that by such resolution
or written direction, the board of directors or appropriate governing body, as
the case may be, may delegate to any officer or other appropriate person of a
Plan Sponsor the authority to take any such actions as may be specified in such
resolution or written direction, other than the power to amend, modify or
terminate the Plan or to determine the basis of any payment obligations of any
Plan Sponsor.


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<PAGE>

                                   SECTION 11
                             CLAIM REVIEW PROCEDURE

      11.1 In the event that a Member or Beneficiary is denied a claim for
benefits under a Plan, the Plan Administrator shall provide to such claimant
written notice of the denial which shall set forth:

            (a) the specific reasons for the denial;

            (b) specific references to the pertinent provisions of the Plan on
      which the denial is based;

            (c) a description of any additional material or information
      necessary for the claimant to perfect the claim and an explanation of why
      such material or information is necessary; and

            (d) an explanation of the Plan's claim review procedure.

      11.2 After receiving written notice of the denial of a claim, a claimant
may:

            (a) request a full and fair review of such denial by written
      application to the Plan Administrator;

            (b) review pertinent documents; and

            (c) submit issues and comments in writing to the Plan Administrator.

      11.3 If the claimant wishes such a review of the decision denying his or
her claim to benefits under the Plan, he or she must submit such written
applications to the Plan Administrator within sixty (60) days after receiving
written notice of the denial.

      11.4 Upon receiving such written application for review, the Plan
Administrator may schedule a hearing for purposes of reviewing the claimant's
claim, which hearing shall take place not more than thirty (30) days from the
date on which the Plan Administrator received such written application for
review.

      11.5 At least ten (10) days prior to the scheduled hearing, the claimant
shall receive written notice of the date, time, and place of such scheduled
hearing. The claimant may request that the hearing be rescheduled, for his or
her convenience, on another reasonable date or at another reasonable time or
place.

      11.6 No later than sixty (60) days following the receipt of the written
application for review, the Plan Administrator shall submit its decision on the
review in writing to the claimant involved; provided, however, a decision on the
written application for review may be extended, in


                                      -11-
<PAGE>

the event special circumstances such as the need to hold a hearing require an
extension of time, to a day no later than one hundred twenty (120) days after
the date of receipt of the written application for review. The decision shall
include specific reasons for the decision and specific references to the
pertinent provisions of the Plan on which the decision is based.

                                   SECTION 12
                  LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

      12.1 No benefit which shall be payable under the Plan to any person shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
void; and no such benefit shall in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person, nor shall it
be subject to attachment or legal process for, or against, such person, and the
same shall not be recognized under the Plan, except to such extent as may be
required by law.

      12.2 If any person who shall be entitled to any benefit under the Plan
shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge such benefit under the Plan, then the payment
of any such benefit in the event a Member or Beneficiary is entitled to payment
shall, in the discretion of the Plan Administrator, cease and terminate and in
that event the Plan Administrator shall apply the same for the benefit of such
person, his or her spouse, children, other dependents or any of them in such
manner and in such proportion as the Plan Administrator shall determine.

      12.3 Whenever any benefit which shall be payable under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined to be
incompetent by qualified medical advice, the Plan Administrator need not require
the appointment of a guardian or custodian, but shall be authorized to cause the
same to be paid over to the person having custody of such minor or incompetent,
or to cause the same to be paid to such minor or incompetent without the
intervention of a guardian or custodian, or to cause the same to be paid to a
legal guardian or custodian of such minor or incompetent if one has been
appointed or to cause the same to be used for the benefit of such minor or
incompetent.

      12.4 Whenever the Plan Administrator cannot, within a reasonable time
after payments are to commence, locate any person to or for the benefit of whom
such payments are to be made, after making a reasonable effort to locate such
person, the Plan Administrator may direct that the payment and any remaining
payments otherwise due to the Member be cancelled on the records of the Plan,
except that in the event the Member later notifies the Plan Administrator of his
or her whereabouts and requests the payments due to him or her under the Plan,
the Plan Sponsor shall re-credit the Member's account and provide for payment of
the re-credited amount to the Member as soon as administratively feasible.


                                      -12-
<PAGE>

                                   SECTION 13
                              LIMITATION OF RIGHTS

      Membership in the Plan shall not give any Employee any right or claim
except to the extent that such right is specifically fixed under the terms of
the Plan. The adoption of the Plan by any Plan Sponsor shall not be construed to
give any Employee a right to be continued in the employ of a Plan Sponsor or as
interfering with the right of a Plan Sponsor to terminate the employment of any
Employee at any time.

                                   SECTION 14
                     AMENDMENT TO OR TERMINATION OF THE PLAN

      14.1 The Primary Sponsor reserves the right at any time to modify or amend
or terminate the Plan. No such modifications or amendments shall have the effect
of retroactively changing or depriving Members or Beneficiaries of benefits
already accrued under the Plan. No Plan Sponsor other than the Primary Sponsor
shall have the right to so modify, amend or terminate the Plan. Notwithstanding
the foregoing, each Plan Sponsor may terminate its own participation in the
Plan.

      14.2 Each Plan Sponsor other than the Primary Sponsor shall have the right
to terminate its participation in the Plan by resolution of its board of
directors or other appropriate governing body and notice in writing to the
Primary Sponsor. Any termination by a Plan Sponsor shall not be a termination as
to any other Plan Sponsor.

      14.3 If the Plan is terminated by the Primary Sponsor, it shall terminate
as to all Plan Sponsors.

                                   SECTION 15
                         ADOPTION OF PLAN BY AFFILIATES

      Any corporation or other business entity related to the Primary Sponsor by
function or operation and any Affiliate, if the corporation, business entity or
Affiliate is authorized to do so by written direction adopted by the Board of
Directors, may adopt the Plan by action of the board of directors or other
appropriate governing body of such corporation, business entity or Affiliate.
Any adoption shall be evidenced by certified copies of the resolutions of the
foregoing board of directors or governing body indicating the adoption by the
adopting corporation, or business entity or Affiliate.


                                      -13-
<PAGE>

                                   SECTION 16
                                 MISCELLANEOUS

      16.1 All payments provided under the Plan shall be paid from the general
assets of the applicable Plan Sponsor and no separate fund shall be established
to secure payment. Notwithstanding the foregoing, the Primary Sponsor may
establish a grantor trust to assist it and other Plan Sponsors in funding Plan
obligations, and any payments made to a Member or Beneficiary from such trust
shall relieve the Plan Sponsor from any further obligations under the Plan only
to the extent of such payment. Nothing herein shall constitute the creation of a
trust or other fiduciary relationship between a Plan Sponsor and any other
person.

      16.2 Each Plan Sponsor shall withhold from any benefits payable under the
Plan all federal, state and local income taxes or other taxes required to be
withheld pursuant to applicable law.

      16.3 To the extent not preempted by applicable federal law, the Plan shall
be governed by and construed in accordance with the laws of the State of
Georgia.

      IN WITNESS WHEREOF, the Primary Sponsor has caused this indenture to be
executed as of the date first above written.

                                             ROPER INDUSTRIES, INC.


                                             By:
                                                -------------------------------

                                             Title:
                                                   ----------------------------

ATTEST:

----------------------------------------

Title:
       ---------------------------------

              [CORPORATE SEAL]


                                      -14-