AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTORS'
STOCK COMPENSATION PLAN
(REVISED THROUGH JANUARY 1, 2005)
The purpose of the Dover Corporation 1996 Non-Employee Directors' Stock Compensation Plan (the
"ORIGINAL PLAN") as amended and restated as of January 1, 2003 (the "PLAN") is to promote the interests
of Dover Corporation (the "COMPANY") and its stockholders by attracting and retaining non-employee
Directors capable of furthering the future success of the Company and by aligning their economic interests more
closely with those of the Company's stockholders.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations
thereunder. References to any provision of the Code or rule or regulation thereunder shall be deemed to include
any amended or successor provision, rule or regulation.
"DIRECTOR" means a member of the Board of Directors.
"EXCHANGE" means the New York Stock Exchange or any other national securities exchange which then
constitutes the principal trading market for the Shares.
"GRANTEE" means any person who has been granted Shares under Section 4.
"RULE 16B-3" means Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time,
and any replacement or substitute therefor.
"SHARE" means a share of common stock of the Company and such other securities as may be substituted for a
Share or such other securities pursuant to the adjustment provisions of Section 5.
3. EFFECTIVE DATE AND TERM OF THE PLAN
The Original Plan became effective as of January 1, 1996 pursuant to approval by the Company's stockholders
at the annual meeting of the Company's stockholders held on April 30, 1996. The Original Plan was amended
and restated effective as of January 1, 2003 pursuant to approval by the Company's stockholders at the annual
meeting of the Company's stockholders held on April 22,