0000950123-11-016229 Sample Contracts

DOVER CORPORATION Debt Securities ____________________ UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2011 • Dover Corp • Construction, mining & materials handling machinery & equip • New York

[If a change of control triggering event occurs, the Company will be required, subject to certain conditions, to make an offer to repurchase the Designated Securities at a price equal to 101% of the principal amount of the Designated Securities, plus accrued and unpaid interest to the date of repurchase (all as described in the Company’s preliminary prospectus supplement dated _______, 20__ relating to the Designated Securities).]

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PRICING AGREEMENT
Pricing Agreement • February 22nd, 2011 • Dover Corp • Construction, mining & materials handling machinery & equip

Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 16, 2011 (the “Underwriting Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

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