exv4w2






Exhibit 4.2



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 	 	 
	 	 	 	 



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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
$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.



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     “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.



     “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.



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     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 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.



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     “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 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.



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     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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