exv4w1






Exhibit 4.1




DOVER CORPORATION




AND



THE BANK OF NEW YORK MELLON,



as Trustee



 





THIRD SUPPLEMENTAL INDENTURE



Dated as of February 22 2011



 





4.300% Notes due 2021



5.375% Notes due 2041



 









 





     THIRD SUPPLEMENTAL INDENTURE (as hereinafter defined, the “Third Supplemental Indenture”),
dated as of February 22, 2011, between DOVER CORPORATION, a Delaware corporation (the “Company”),
and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a New York banking corporation, as
Trustee (as hereinafter defined, the “Trustee”).



WITNESSETH:




     WHEREAS, the Company and Bank One Trust Company, N.A. (as predecessor to JP Morgan Trust
Company National Association and The Bank of New York, the “Original Trustee”) executed and
delivered an Indenture, dated as of February 8, 2001 (the “Indenture”), to provide for the issuance
by the Company from time to time of unsecured notes, debentures or other evidences of indebtedness,
to be issued in one or more series as provided in the Indenture;



     WHEREAS, on February 12, 2001, pursuant to a Board Resolution, the Company issued a series of
its debt securities under the Indenture designated as the “6.50% Notes due February 15, 2011” in
the aggregate principal amount of $400,000,000;



     WHEREAS, on October 13, 2005, pursuant to a Board Resolution, the Company issued two series of
its debt securities under the Indenture, designated as the “4.875% Notes due October 15, 2015” in
the aggregate principal amount of $300,000,000 and as the “5.375% Debentures due October 15, 2035”
in the aggregate principal amount of $300,000,000 (together the “2005 Securities”);



     WHEREAS, on March 14, 2008, pursuant to a Board Resolution, the Company issued two series of
its debt securities under the Indenture, designated as the “5.45% Notes due March 15, 2018” in the
aggregate principal amount of $350,000,000 and as the “6.60% Notes due March 2038” in the aggregate
principal amount of $250,000,000 (together the “2008 Securities”);



     WHEREAS, the Company, JP Morgan Trust Company National Association (formerly known as Bank One
Trust Company, N.A.) and The Bank of New York Mellon (as trustee with respect to the 2005
Securities and the 2008 Securities) executed and delivered a First Supplemental Indenture, dated as
of October 13, 2005 (the “First Supplemental Indenture”) and the Second Supplemental Indenture,
dated March 14, 2008 (the “Second Supplemental Indenture”), to, among other things, establish the
forms and terms of the 2005 Securities and 2008 Securities;



     WHEREAS, subsequent to the date of the First Supplemental Indenture, The Bank of New York
Mellon acquired the trustee business of the Original Trustee and succeeded the Original Trustee as
the Trustee under the Indenture;



     WHEREAS, pursuant to a Board Resolution, dated February 10, 2011, the Company has authorized
the creation and issuance of two additional and separate series of its debt securities under the
Indenture, designated as the “4.300% Notes due 2021” in the initial aggregate principal amount of
$450,000,000 (the “Notes due 2021”) and as the “5.375% Notes due 2041” in the initial aggregate
principal amount of $350,000,000 (the “Notes due 2041” and, together with the Notes due 2021, the
“2011 Securities”);



     WHEREAS, pursuant to a Board Resolution authorizing the creation and issuance of the 2011
Securities, the Trustee has been designated as the trustee in respect of the 2011 Securities;



     WHEREAS, Section 901 of the Indenture provides that, without the consent of the Holders, the
Company, when authorized by a Board Resolution, may enter into a supplemental indenture with the
Trustee: (i) to establish the forms or terms of any series as permitted by Sections 201 and 301 of
the



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Indenture; or (ii) to make any other provisions with respect to matters or questions arising
under the Indenture, provided that such action shall not adversely affect the interests of the
Holders of Securities of any series;




     WHEREAS, the Company desires to establish the forms and terms of the Notes due 2021 and the
Notes due 2041 in accordance with Sections 201 and 301 of the Indenture;



     WHEREAS, the Company has determined that this Third Supplemental Indenture is authorized or
permitted by Sections 901 and 611 of the Indenture and has delivered to the Trustee an Opinion of
Counsel to that effect and an Opinion of Counsel and an Officers’ Certificate pursuant to Section
102 of the Indenture to the effect that all conditions precedent provided for in the Indenture to
the Trustee’s execution and delivery of this Third Supplemental Indenture have been complied with;



     WHEREAS, the entering into this Third Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture, as supplemented by the First Supplemental
Indenture and Second Supplemental Indenture;



     WHEREAS, the Original Indenture, as supplemented by the First Supplemental Indenture, and the
Second Supplemental Indenture and this Third Supplemental Indenture, is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be part of the Indenture and
shall, to the extent applicable, be governed by such provisions; and



     WHEREAS, all things necessary to make this Third Supplemental Indenture a valid indenture and
agreement according to its terms have been done.



     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE 1




DEFINITIONS



     Section 1.1 Definition of Terms. For all purposes of this Third Supplemental Indenture,
except as otherwise expressly provided or unless the context requires otherwise:



     (a) a term defined in the Indenture and not otherwise defined herein has the same meaning when
used in this Third Supplemental Indenture; and



     (b) the following terms have the meanings given to them in this Section 1.1(b) and shall have
the meaning set forth below for purposes of this Third Supplemental Indenture and the Indenture as
it relates to the Notes due 2021 and the Notes due 2041 created hereby:



     “2021 Notes Maturity Date” shall have the meaning set forth in Section 2.2.



     “2041 Notes Maturity Date” shall have the meaning set forth in Section 2.2.



     “Additional 2021 Notes” shall have the meaning set forth in Section 4.1.



     “Additional 2041 Notes” shall have the meaning set forth in Section 4.1.



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     “Business Day” means, unless otherwise specified, any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York and on which commercial banks are open for business
in New York, New York.



     “Change of Control” means the occurrence of any of the following: (i) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” as the term is defined in Section 13(d)(3) of the Exchange Act) (other than the
Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting
Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (ii) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Company’s assets and the assets of its subsidiaries, taken as a whole, to one or more Persons
(other than the Company or one of its subsidiaries); or (iii) the first day on which a majority of
the members of the Board of Directors are not Continuing Directors. Notwithstanding the foregoing,
a transaction shall not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect
holders of the Voting Stock of such holding company immediately following that transaction are
substantially the same as the holders of the Company’s Voting Stock immediately prior to that
transaction or (B) immediately following that transaction no Person (other than a holding company
satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of
more than 50% of the Voting Stock of such holding company.



     “Change of Control Offer” shall have the meaning set forth in Section 3.2.



     “Change of Control Payment” shall have the meaning set forth in Section 3.2.



     “Change of Control Payment Date” shall have the meaning set forth in Section 3.2.



     “Change of Control Triggering Event” means, with respect to the Notes due 2021 or the Notes
due 2041, the occurrence of both a Change of Control and a Rating Event with respect to that
series.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Notes due 2021 or the Notes due 2041 to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Notes due 2021 or Notes due
2041.



     “Comparable Treasury Price” means, with respect to any Redemption Date: (i) the average of
four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations; (ii) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations; or (iii) if only one such Reference Treasury Dealer Quotation is received, such
Reference Treasury Dealer Quotation.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who: (i) was a member of such Board of Directors on the date the Notes due 2021
or the Notes due 2041, as applicable, were issued; or (ii) was nominated for election, elected or
appointed to such Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board of Directors at the time of such nomination, election or appointment
(either by a specific



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vote or by approval of the Company’s proxy statement in which such member was named as a
nominee for election as a director, without objection to such nomination).




     “Interest Payment Date” shall have the meaning set forth in Section 2.3(a).



     “Interest Period” shall have the meaning set forth in Section 2.3(b).



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from
any additional rating agency or rating agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service Inc.



     “Person” shall have the meaning set forth in the Indenture and includes a “person” or “group”
as these terms are used in Section 13(d)(3) of the Exchange Act.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Rating Agencies” means (i) each of Moody’s and S&P; and (ii) if either of Moody’s or S&P
ceases to rate the Notes due 2021 or the Notes due 2041 or fails to make a rating of the Notes due
2021 or the Notes due 2041 publicly available for reasons outside of the Company’s control, with
respect to the effected series, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both of them, as
the case may be.



     “Rating Event” means with respect to the Notes due 2021 or the Notes due 2041, the rating is
lowered by each of the Rating Agencies and the Notes of that series are rated below an Investment
Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day
period shall be extended so long as the rating of the Notes of that series is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier
of: (i) the occurrence of a Change of Control; and (ii) public notice of the occurrence of a Change
of Control or the Company’s intention to effect a Change of Control; provided, however, that a
Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to
have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating
Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at the Company’s or the Trustee’s request that
the reduction was the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control has occurred at the time of the Rating Event).



     “Regular Record Date” means,
with respect to any Interest Payment Date for the 2011
Securities, the February 15 or August 15 (whether or not a Business Day) immediately preceding such Interest Payment Date, as applicable.



     “Redemption Date” means, with respect to any redemption of Notes due 2021 or Notes due 2041,
as the case may be, the date fixed for such redemption pursuant to the Indenture and such Notes due
2021 or Notes due 2041, as the case may be.



     “Reference Treasury Dealer” means (1) Goldman, Sachs & Co., J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall



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cease to be a primary U.S. Government securities dealer in the United States of America (a
“Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer,
and (2) one other Primary Treasury Dealer selected by the Company.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by the Reference Treasury Dealer at 3:30 p.m., (New York City
time), on the third Business Day preceding such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to actual or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date.



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



ARTICLE 2




GENERAL TERMS AND CONDITIONS OF THE 2011 SECURITIES



     Section 2.1 Designation and Principal Amount. The 2011 Securities may be issued from time to
time upon written order of the Company for the authentication and delivery of the 2011 Securities
pursuant to Sections 301 and 302 of the Indenture. There is hereby authorized a series of
Securities designated as the “4.300% Notes due 2021”, initially limited in aggregate principal
amount to $450,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of,
other Notes due 2021 pursuant to Sections 303, 304, 305, 306, 906 or 1107 of the Indenture). There
is hereby authorized a series of Securities designated as the “5.375% Notes due 2041”, initially
limited in aggregate principal amount to $350,000,000 (except upon registration transfer of, or in
exchange for, or in lieu of, other Notes due 2041 pursuant to Sections 303, 304, 305, 306, 906,
1107 of the Indenture).



     Section 2.2 Stated Maturity. The date upon which the Notes due 2021 shall become due and
payable at final maturity, together with any accrued and unpaid interest, is March 1, 2021 (the
“2021 Notes Maturity Date”). The date upon which the Notes due 2041 become due and payable at
final maturity, together with any accrued and unpaid interest, is March 1, 2041 (the “2041 Notes
Maturity Date”).



     Section 2.3 Interest.



     (a) The Notes due 2021 shall bear interest at the rate of 4.300% per annum. The Notes due
2041 shall bear interest at the rate of 5.375% per annum. The date from which interest shall accrue
on the 2011 Securities shall be February 22, 2011. Interest on the 2011 Securities shall be
payable semi-annually in arrears on March 1 and September 1 of each year (each, an “Interest
Payment Date”), commencing September 1, 2011 to the Persons in whose name the relevant 2011
Securities are registered at the close of business on the Regular Record Date for such Interest
Payment Date, except as provided in Section 2.3(d).



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     (b) Interest payable on any Interest Payment Date, the 2021 Notes Maturity Date, the 2041
Notes Maturity Date or, if applicable, the Redemption Date with respect to the 2011 Securities
shall be the amount of interest accrued from, and including, the immediately preceding Interest
Payment Date in respect of which interest has been paid or duly provided for (or from and including
the original issue date of February 22, 2011, if no interest has been paid or duly provided for
with respect to the 2011 Securities) to, but excluding, such Interest Payment Date, the 2021 Notes
Maturity Date, the 2041 Notes Maturity Date or, if applicable, the Redemption Date, as the case may
be (each, an “Interest Period”).



     (c) The amount of interest payable for any full semi-annual Interest Period shall be computed
on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable
for any period shorter than a full semi-annual Interest Period for which interest is computed shall
be computed on the basis of a 30-day month and, for any period less than a month, on the basis of
the actual number of days elapsed per 30-day month. In the event that any scheduled Interest
Payment Date for the 2011 Securities falls on a day that is not a Business Day, then payment of
interest payable on such Interest Payment Date shall be postponed to the next succeeding day which
is a Business Day (and no interest on such payment shall accrue for the period from and after such
scheduled Interest Payment Date).



     (d) In the event that the 2021 Notes Maturity Date, the 2041 Notes Maturity Date or the
Redemption Date falls on a day that is not a Business Day, then the related payments of principal,
premium, if any, and interest may be made on the next succeeding day that is a Business Day (and no
additional interest shall accumulate on the amount payable for the period from and after the 2021
Notes Maturity Date, 2041 Notes Maturity Date or Redemption Date). Interest due on the 2021 Notes
Maturity Date, 2041 Notes Maturity Date or Redemption Date (in each case, whether or not an
Interest Payment Date) on any of the 2011 Securities shall be paid to the Person to whom principal
of the 2011 Securities is payable.



     Section 2.4 Place of Payment and Appointment. Principal of and interest on the 2011
Securities shall be payable, the transfer of the 2011 Securities shall be registrable, and the 2011
Securities shall be exchangeable for 2011 Securities of a like aggregate principal amount, at the
office or agency of the Company maintained for such purpose in New York, New York, which shall
initially be the principal office of the Trustee; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the Person entitled thereto at such address
as shall appear in the security register or by wire transfer to an account appropriately designated
by the Person entitled to payment; and provided that the Company shall pay principal of, premium,
if any, and interest on, the 2011 Securities in global form registered in the name of or held by
The Depository Trust Company or such other Depositary as any officer of the Company may from time
to time designate, or its respective nominee, by wire in immediately available funds to such
Depositary or its nominee, as the case may be, as the registered holder of such 2011 Securities in
global form.



     The Security Registrar and Paying Agent for the 2011 Securities shall initially be the
Trustee.



     Section 2.5 Defeasance. The Company may elect, at its option at any time, pursuant to Section
1301 of the Indenture, to have Section 1302 or Section 1303 in the Indenture, or both, apply to the
Notes due 2021 or the Notes due 2041, or both, or any principal amount thereof.



     Section 2.6 Denominations. The Notes due 2021 shall be issuable in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes due 2041 shall be issuable in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.



     Section 2.7 Global Securities. Each separate series of the 2011 Securities shall be issued
initially in the form of a permanent Global Security in registered form deposited with The
Depository



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Trust Company or such other Depositary as any officer of the Company may from time to time
designate. Unless and until each such Global Security is exchanged for the relevant 2011
Securities in certificated form, each Global Security may be transferred, in whole but not in part,
and any payments on the 2011 Securities shall be made only to the Depositary or a nominee of the
Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.




     Section 2.8 Form of the 2011 Securities. The form of the Notes due 2021 and the Trustee’s
Certificate of Authentication to be endorsed thereon shall be substantially in the form attached as
Exhibit A hereto, and the form of the Notes due 2041 and the Trustee’ Certificate of Authentication
to be endorsed thereon shall be substantially in the form attached as Exhibit B hereto, in each
case with such changes therein as the officers of the Company executing the Notes due 2021 or the
Notes due 2041 (by manual or facsimile signature) may approve, such approval to be conclusively
evidenced by their execution thereof.



     Section 2.9 No Sinking Fund. The 2011 Securities shall not be entitled to the benefit of any
sinking fund.



ARTICLE 3




REDEMPTION OF THE 2011 SECURITIES



     Section 3.1 Optional Redemption by Company. Except as otherwise may be specified in this
Third Supplemental Indenture, the Notes due 2021 and/or the Notes due 2041 may be redeemed, in
whole, at any time, or in part, from time to time, at the option of the Company as follows:



     (a) If either the Notes due 2021 or the Notes due 2041 are redeemed before the date that is
three months prior to the stated maturity date of the 2011 Securities of the series being redeemed,
the 2011Securities of the series being redeemed shall be redeemed at a redemption price equal to
the greater of:



          (i) 100% of the principal amount of the relevant 2011 Securities then outstanding to be
redeemed; or




          (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the
Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate, plus (x) 10 basis points
(0.10%) in the case of the Notes due 2021 and (y) 15 basis points (0.15%) in the case of the Notes
due 2041, plus, in each case, accrued interest on the principal amount being redeemed to, but
excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on the
2011 Securities of the series being redeemed, as applicable, that are due and payable on Interest
Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment
Date to the Holders as of the close of business on the relevant Regular Record Date.




     (b) If either the Notes due 2021 or the Notes due 2041 are redeemed on or after the date that
is three months prior to the maturity date of the 2011 Securities of the series being redeemed, the
2011 Securities of the series being redeemed shall be redeemed at a redemption price equal to 100%
of the principal amount of the relevant 2011 Securities then outstanding to be redeemed, plus, in
each case, accrued interest on the principal amount being redeemed to, but excluding, the
Redemption Date. Notwithstanding the foregoing, installments of interest on the 2011 Securities of
the series being redeemed, as applicable, that are due and payable on Interest Payment Dates
falling on or prior to a



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Redemption Date shall be payable on the Interest Payment Date to the Holders as of the close
of business on the relevant Regular Record Date.




     (c) In the event of redemption of either Notes due 2021 or Notes due 2041 in part only, a new
Security or Securities of such series and of like tenor of the unredeemed portion thereof shall be
issued in the name of the Holder thereof upon cancellation thereof.



     Section 3.2 Change of Control Triggering Event.



     (a) If a Change of Control Triggering Event occurs with respect to a series of the 2011
Securities, unless the Company has exercised its option to redeem such series as described above,
the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of
the then outstanding Securities of that series of 2011 Securities, to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities
on the terms set forth in the Notes due 2021 or Notes due 2041, as applicable. In the Change of
Control Offer, the Company shall be required to offer payment in cash equal to 101% of the
aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on
the Securities repurchased to the date of repurchase (the “Change of Control Payment”). Within 30
days following any Change of Control Triggering Event or, at the Company’s option, prior to any
Change of Control, but after public announcement of the transaction that constitutes or may
constitute the Change of Control, a notice shall be mailed to Holders of that series of 2011
Securities, describing the transaction that constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase the Securities on the date specified in the notice,
which date shall be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”).



     The notice shall, if mailed prior to the date of consummation of the Change of Control, state
that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or
prior to the Change of Control Payment Date.



     (b) On the Change of Control Payment Date for a series of 2011 Securities, the Company shall,
to the extent lawful:




	 	(i)	 	accept for payment all Securities of that series of 2011 Securities or
portions of Securities of such series properly tendered pursuant to the Change of
Control Offer;
	 
	 	(ii)	 	deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all 2011 Securities of that series or portions of 2011
Securities of such series properly tendered; and
	 
	 	(iii)	 	deliver or cause to be delivered to the Trustee the Notes due 2021 or
Notes due 2041 properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of 2011 Securities of that series or portions of 2011
Securities of that series being repurchased.





     (c) The Company shall not be required to make a Change of Control Offer upon the occurrence of
a Change of Control Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and the
third party repurchases all Notes due 2021 or Notes due 2041, as applicable, properly tendered and
not withdrawn under its offer. In addition, the Company shall not repurchase any Notes due 2021 or
Notes due 2041, as applicable, if there has occurred and is continuing on the Change of Control
Payment Date



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an event of default under the Indenture, other than a default in the payment of the Change of
Control Payment upon a Change of Control Triggering Event.




     (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Securities of any series of 2011 Securities as
a result of a Change of Control Triggering Event applicable to such series. To the extent that the
provisions of any such securities laws or regulations conflict with the Change of Control Offer
provisions of the series of 2011 Securities, the Company shall comply with those securities laws
and regulations and shall not be deemed to have breached its obligations under the Change of
Control Offer provisions of the series of 2011 Securities by virtue of any such conflict.



ARTICLE 4




ORIGINAL ISSUE OF THE 2011 SECURITIES



     Section 4.1 Additional Securities. Subject to the terms and conditions contained herein, the
Company may from time to time, without the consent of the existing Holders of Notes due 2021,
create and issue additional notes (the “Additional 2021 Notes”) having the same terms and
conditions as the Notes due 2021 in all respects, except for issue date, issue price and the first
payment of interest thereon. Any Additional 2021 Notes, at the Company’s determination and in
accordance with provisions of the Indenture, shall be consolidated with and form a single series
with the previously outstanding Notes due 2021 for all purposes of the Indenture, including,
without limitation, amendments, waivers and redemptions. The aggregate principal amount of any
Additional 2021 Notes shall be unlimited.



     Subject to the terms and conditions contained herein, the Company may from time to time,
without the consent of the existing Holders of Notes due 2041, create and issue additional notes
(the “Additional 2041 Notes”) having the same terms and conditions as the Notes due 2041 in all
respects, except for issue date, issue price and the first payment of interest thereon. Any
Additional 2041 Notes, at the Company’s determination and in accordance with provisions of the
Indenture, shall be consolidated with and form a single series with the previously outstanding
Notes due 2041 for all purposes of the Indenture, including, without limitation, amendments,
waivers and redemptions. The aggregate principal amount of any Additional 2041 Notes shall be
unlimited.



ARTICLE 5




SUPPLEMENTAL INDENTURES



     Section 5.1 Supplemental Indentures with Consent of Holders. As set forth in Section 902 of
the Indenture, with the consent of the Holders of a majority in the aggregate principal amount of
Securities of each series affected by such supplemental indenture at the time outstanding, the
Company and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture or this Third Supplemental Indenture or of modifying in any manner the
rights of the Holders of the Securities.



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ARTICLE 6




MISCELLANEOUS



     Section 6.1 Confirmation of Indenture. The Indenture, as supplemented by this Third
Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein
provided.



     Section 6.2 Responsibility of Recitals, Etc. The recitals herein and in the 2011 Securities
(except in the Trustee’s certificate of authentication) shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes
no representations as to the validity or the sufficiency of this Third Supplemental Indenture or of
the 2011 Securities. The Trustee shall not be accountable for the use or application by the Company
of the 2011 Securities or the proceeds thereof.



     Section 6.3 Concerning the Trustee. The Trustee does not assume any duties, responsibility or
liabilities by reason of this Third Supplemental Indenture other than as set forth in the Indenture
and, in carrying out its responsibilities hereunder, the Trustee shall have all of the rights,
powers, privileges, protections and immunities which it possesses under the Indenture.



     Section 6.4 Governing Law. This Third Supplemental Indenture and the Notes due 2021 and the
Notes due 2041 shall be governed by, and construed and enforced in accordance with, the laws of the
State of New York.



     Section 6.5 Severability. In case any one or more of the provisions contained in this Third
Supplemental Indenture or in the 2011 Securities shall for any reason be held to be invalid,
illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Third Supplemental
Indenture, or of the relevant 2011 Securities, but this Third Supplemental Indenture and the
relevant 2011 Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.



     Section 6.6 Counterparts. This Third Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.



     Section 6.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part
of and govern this Third Supplemental Indenture, the latter provision shall control. If any
provision of this Third Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply
to this Third Supplemental Indenture, as so modified or excluded, as the case may be.



     Section 6.8 Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.



10









 





     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed, as of the day and year first written above.



	 	 	 	 	 
	 	DOVER CORPORATION

 	 
	 	By:  	/s/ Robert A. Livingston	 
	 	 	Name:  	Robert A. Livingston	 
	 	 	Title:  	President and Chief Executive Officer	 
	 
	 	 	 
	Attest: /s/ Joseph W. Schmidt   	 	 	 	 
	 	 	 
	 	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	/s/ Thomas J. Provenzano	 
	 	 	Name:  	Thomas J. Provenzano	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Third Supplemental Indenture]








 









 








EXHIBIT A




Form of Note due 2021



 









 




This Security is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no transfer of this Security in whole
or in part may be registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.



Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.




DOVER CORPORATION




4.300% Note due 2021



	 	 	 

	 

	 	CUSIP:
	 
	 	 
	 

	 	ISIN:
	 
	 	 
	No. ________________

	 	U.S.






     Dover Corporation, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to____________, or registered
assigns, the principal sum of $______________ on March 1, 2021 and to pay interest thereon from
February 22, 2011 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 1 and September 1 in each year, commencing on September
1, 2011, at the rate of 4.300% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities ) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security shall be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; and provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an account maintained by
the Person entitled thereto as specified in the Security Register; and provided, further, the
Company shall pay principal of (and premium, if any) and interest on this Security in global form
registered in the name of or held by DTC or such other Depositary as any officer of the Company may
from time to time designate, or its respective nominee, by wire in immediately available funds to
such Depositary or its nominee, as the case may be, as the registered holder of this Security in
global form.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



[Remainder of page left intentionally blank]






 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.


Dated: February ___, 2011




	 	 	 	 	 
	 	DOVER CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	Attest: __________________________________	 	 	 	 
	 	 	 



Trustee’s Certificate of Authentication




This is one of the Securities of the series designated therein described in the within-mentioned Indenture.




Dated: ___________________




THE BANK OF NEW YORK MELLON, as Trustee




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



2









 






	 	 	 	 	 



[Reverse of Security]





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
February 8, 2001 (herein called the “Base Indenture”, between the Company and The Bank of New York
Mellon, as Trustee (the “Trustee”, which term includes any successor trustee under the Base
Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of October
13, 2005, between the Company and the Trustee (the “First Supplemental Indenture”), as further
amended and supplemented by the Second Supplemental Indenture, dated as of March 14, 2008, between
the Company and the Trustee (the “Second Supplemental Indenture”) and as further amended and
supplemented by the Third Supplemental Indenture, dated February 22, 2011 between the Company and
the Trustee (the “Third Supplemental Indenture”, together with the Base Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). Reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be authenticated and delivered. This Security is
one of a series designated on the face hereof initially limited in aggregate principal amount to
$450,000,000.



     The Securities of this series are subject to redemption upon not less than 30 days’ and not
more than 60 days’ notice by mail, as a whole or in part, at the election of the Company, from time
to time. If the Securities of this series are redeemed before the date that is three months prior
to the maturity date of the Securities of this series, the Securities shall be redeemed at a
redemption price equal to the greater of (i) 100% of the principal amount of such Securities then
outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (not including any portion of
such payments of interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate plus 10 basis points (0.10%), plus, in each case, accrued and unpaid
interest on the principal amount being redeemed to, but excluding, the Redemption Date, provided,
however, that interest installments whose Stated Maturity is on or prior to such Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture. If the Securities of this series are redeemed on or after the date that
is three months prior to the maturity date of the Securities of this series, the Securities may be
redeemed at a redemption price equal to 100% of the principal amount of the Securities then
outstanding to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed
to, but excluding, the Redemption Date, provided, however that interest installments whose Stated
Maturity is on or prior to such Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.



     For purposes of the redemption provisions, the following terms are applicable:



     “Comparable Treasury Issue” shall mean the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.



     “Comparable Treasury Price” shall mean, with respect to any Redemption Date: (i) the average
of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations; (ii) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations; or (iii) if only one such Reference Treasury Dealer Quotation is received, such
Reference Treasury Dealer Quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means: (i) Goldman, Sachs & Co., J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in the United States of America (a
“Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer;
and (ii) one other Primary Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by the Reference Treasury Dealer at 3:30 p.m. (New York City time)
on the third Business Day preceding such Redemption Date.



3









 





     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to actual or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.



     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to
redeem the Securities as described above, the Company shall be required to make an offer (the
“Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities on the
terms set forth herein. In the Change of Control Offer, the Company shall be required to offer
payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus
accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (the
“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or,
at the Company’s option, prior to the date of the consummation of any Change of Control, but after
public announcement of the transaction that constitutes or may constitute the Change of Control,
the Company shall be required to mail a notice to Holders of Securities, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Triggering Event and offering to repurchase the Securities on the date specified in the
notice, which date shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”) pursuant to the procedures described in
such notice and in conformity with the Indenture.



     The notice shall, if mailed prior to the date of the consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring
on or prior to the payment date specified in the notice.



     On the Change of Control Payment Date, the Company shall be required, to the extent lawful:
(a) to accept for payment all Securities or portions of Securities properly tendered pursuant to
the Change of Control Offer; (b) to deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all Securities or portions of Securities properly tendered; and (c)
to deliver or cause to be delivered to the Trustee the Securities properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Securities or portions of
Securities being repurchased.



     The Company shall not be required to make the Change of Control Offer upon a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and such third party purchases
all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall
not repurchase any Securities if there has occurred and is continuing on the Change of Control
Payment Date an Event of Default under the Indenture, other than a default in the payment of the
Change of Control Payment upon a Change of Control Triggering Event.



     The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control Triggering Event
provisions of the Securities, the Company shall comply with those securities laws and regulations
and shall not be deemed to have breached its obligations under the Indenture or the Change of
Control Offer provisions of the Securities by virtue of any such conflicts.


For purposes of the Change of Control Offer provisions, the following terms are applicable:




     “Change of Control” means the occurrence of any of the following: (i) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” as the term is defined in Section 13(d)(3) of the Exchange Act) (other than the
Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting
Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (ii) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Company’s assets and the assets of its subsidiaries, taken as a whole, to one or more Persons
(other than the Company or one of its subsidiaries); or (iii) the first day on which a majority of
the members of the Board of Directors are not Continuing Directors. Notwithstanding the foregoing,
a transaction shall not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect
holders of the



4









 




Voting Stock of such holding company immediately following that transaction are substantially
the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B)
immediately following that transaction no Person (other than a holding company satisfying the
requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of
the Voting Stock of such holding company.




     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event with respect to the Securities.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who: (i) was a member of such Board of Directors on the date the Securities were
issued; or (ii) was nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination, election or appointment (either by a specific vote or by approval
of the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from
any additional rating agency or rating agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service Inc.



     “Person” has the meaning set forth in the Indenture and includes a “person” or “group” as
these terms are used in Section 13(d)(3) of the Exchange Act.



     “Rating Agencies” means (i) each of Moody’s and S&P; and (ii) if either of Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both of
them, as the case may be.



     “Rating Event” means the rating on the Securities is lowered by each of the Rating Agencies
and the Securities are rated below an Investment Grade Rating by each of the Rating Agencies on any
day within the 60-day period (which 60-day period shall be extended so long as the rating of the
Securities is under publicly announced consideration for a possible downgrade by any of the Rating
Agencies) after the earlier of: (i) the occurrence of a Change of Control; and (ii) public notice
of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control;
provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if the Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the
Company’s or the Trustee’s request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control has occurred at the time of the
Rating Event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



     The Securities of this series are not entitled to the benefit of any sinking fund.



     The Indenture contains provisions for defeasance and discharge at any time of (i) the entire
indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions set forth in the
Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the



5









 




Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of the Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, shall be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



6









 





EXHIBIT B




Form of Note due 2041



 









 




This Security is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no transfer of this Security in whole
or in part may be registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.



Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.




DOVER CORPORATION




5.375% Note due 2041



	 	 	 

	 

	 	CUSIP:
	 
	 	 
	 

	 	ISIN:
	 
	 	 
	No. ________________

	 	U.S.






     Dover Corporation, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to_____________. or registered
assigns, the principal sum of $_______________ on March 1, 2041 and to pay interest thereon from
February 22, 2011 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 1 and September 1 in each year, commencing on September
1, 2011, at the rate of 5.375% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities ) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security shall be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; and provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an account maintained by
the Person entitled thereto as specified in the Security Register; and provided, further, the
Company shall pay principal of (and premium, if any) and interest on this Security in global form
registered in the name of or held by DTC or such other Depositary as any officer of the Company may
from time to time designate, or its respective nominee, by wire in immediately available funds to
such Depositary or its nominee, as the case may be, as the registered holder of this Security in
global form.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



[Remainder of page left intentionally blank]






 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.


Dated: February ____, 2011




	 	 	 	 	 
	 	DOVER CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	Attest: __________________________________	 	 	 	 
	 	 	 



Trustee’s Certificate of Authentication




This is one of the Securities of the series designated therein described in the within-mentioned Indenture.




Dated: __________________




THE BANK OF NEW YORK MELLON, as Trustee




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



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[Reverse of Security]





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
February 8, 2001 (herein called the “Base Indenture”, between the Company and The Bank of New York
Mellon, as Trustee (the “Trustee”, which term includes any successor trustee under the Base
Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of October
13, 2005, between the Company and the Trustee (the “First Supplemental Indenture”), as further
amended and supplemented by the Second Supplemental Indenture, dated as of March 14, 2008, between
the Company and the Trustee (the “Second Supplemental Indenture”) and as further amended and
supplemented by the Third Supplemental Indenture, dated February 22, 2011 between the Company and
the Trustee (the “Third Supplemental Indenture”, together with the Base Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). Reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be authenticated and delivered. This Security is
one of a series designated on the face hereof initially limited in aggregate principal amount to
$350,000,000.



     The Securities of this series are subject to redemption upon not less than 30 days’ and not
more than 60 days’ notice by mail, as a whole or in part, at the election of the Company, from time
to time. If the Securities of this series are redeemed before the date that is three months prior
to the maturity date of the Securities of this series, the Securities shall be redeemed at a
redemption price equal to the greater of (i) 100% of the principal amount of such Securities then
outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (not including any portion of
such payments of interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate plus 15 basis points (0.15%), plus, in each case, accrued and unpaid
interest on the principal amount being redeemed to, but excluding, the Redemption Date, provided,
however, that interest installments whose Stated Maturity is on or prior to such Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture. If the Securities of this series are redeemed on or after the date that
is three months prior to the maturity date of the Securities of this series, the Securities may be
redeemed at a redemption price equal to 100% of the principal amount of the Securities then
outstanding to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed
to, but excluding, the Redemption Date, provided, however that interest installments whose Stated
Maturity is on or prior to such Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.



     For purposes of the redemption provisions, the following terms are applicable:



     “Comparable Treasury Issue” shall mean the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.



     “Comparable Treasury Price” shall mean, with respect to any Redemption Date: (i) the average
of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations; (ii) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations; or (iii) if only one such Reference Treasury Dealer Quotation is received, such
Reference Treasury Dealer Quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means: (i) Goldman, Sachs & Co., J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in the United States of America (a
“Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer;
and (ii) one other Primary Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by the Reference Treasury Dealer at 3:30 p.m. (New York City time)
on the third Business Day preceding such Redemption Date.



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     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to actual or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.



     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to
redeem the Securities as described above, the Company shall be required to make an offer (the
“Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities on the
terms set forth herein. In the Change of Control Offer, the Company shall be required to offer
payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus
accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (the
“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or,
at the Company’s option, prior to the date of the consummation of any Change of Control, but after
public announcement of the transaction that constitutes or may constitute the Change of Control,
the Company shall be required to mail a notice to Holders of Securities, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Triggering Event and offering to repurchase the Securities on the date specified in the
notice, which date shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”) pursuant to the procedures described in
such notice and in conformity with the Indenture.



     The notice shall, if mailed prior to the date of the consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring
on or prior to the payment date specified in the notice.



     On the Change of Control Payment Date, the Company shall be required, to the extent lawful:
(a) to accept for payment all Securities or portions of Securities properly tendered pursuant to
the Change of Control Offer; (b) to deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all Securities or portions of Securities properly tendered; and (c)
to deliver or cause to be delivered to the Trustee the Securities properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Securities or portions of
Securities being repurchased.



     The Company shall not be required to make the Change of Control Offer upon a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and such third party purchases
all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall
not repurchase any Securities if there has occurred and is continuing on the Change of Control
Payment Date an Event of Default under the Indenture, other than a default in the payment of the
Change of Control Payment upon a Change of Control Triggering Event.



     The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control Triggering Event
provisions of the Securities, the Company shall comply with those securities laws and regulations
and shall not be deemed to have breached its obligations under the Indenture or the Change of
Control Offer provisions of the Securities by virtue of any such conflicts.


For purposes of the Change of Control Offer provisions, the following terms are applicable:




     “Change of Control” means the occurrence of any of the following: (i) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” as the term is defined in Section 13(d)(3) of the Exchange Act) (other than the
Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting
Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; (ii) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Company’s assets and the assets of its subsidiaries, taken as a whole, to one or more Persons
(other than the Company or one of its subsidiaries); or (iii) the first day on which a majority of
the members of the Board of Directors are not Continuing Directors. Notwithstanding the foregoing,
a transaction shall not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect
holders of the



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Voting Stock of such holding company immediately following that transaction are substantially
the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B)
immediately following that transaction no Person (other than a holding company satisfying the
requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of
the Voting Stock of such holding company.




     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event with respect to the Securities.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who: (i) was a member of such Board of Directors on the date the Securities were
issued; or (ii) was nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination, election or appointment (either by a specific vote or by approval
of the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from
any additional rating agency or rating agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service Inc.



     “Person” has the meaning set forth in the Indenture and includes a “person” or “group” as
these terms are used in Section 13(d)(3) of the Exchange Act.



     “Rating Agencies” means (i) each of Moody’s and S&P; and (ii) if either of Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both of
them, as the case may be.



     “Rating Event” means the rating on the Securities is lowered by each of the Rating Agencies
and the Securities are rated below an Investment Grade Rating by each of the Rating Agencies on any
day within the 60-day period (which 60-day period shall be extended so long as the rating of the
Securities is under publicly announced consideration for a possible downgrade by any of the Rating
Agencies) after the earlier of: (i) the occurrence of a Change of Control; and (ii) public notice
of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control;
provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if the Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the
Company’s or the Trustee’s request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control has occurred at the time of the
Rating Event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



     The Securities of this series are not entitled to the benefit of any sinking fund.



     The Indenture contains provisions for defeasance and discharge at any time of (i) the entire
indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions set forth in the
Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the



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Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of the Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, shall be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




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