CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
Dover Corporation, a Delaware corporation (hereinafter called the "corporation"), hereby certifies:
1. At a meeting of the Board of Directors of the corporation duly held and convened, resolutions were duly
adopted setting forth the following proposed amendment to the Certificate of Incorporation of the corporation,
declaring the amendment advisable, and directing that the proposed amendment be considered at the next annual
meeting of stockholders:
RESOLVED, that the first sentence of Article Fourth of the Restated Certificate of Incorporation of the
corporation dated February 13, 1984, as amended on April 25, 1989, be further amended to read as follows:
"FOURTH: The total number of shares of all classes of stock which the corporation is authorized to issue is
500,100,000; of which 500,000,000 shares, having a par value of $1 each shall be Common Stock; and
100,000 shares having a par value of $100 each shall be Preferred Stock, with or without voting powers, full or
limited, and in such series and with such designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions in respect to each class of stock or series thereof as
2. Thereafter, pursuant to the resolutions of its Board of Directors, the annual meeting of stockholders of the
corporation was duly called and held on notice in accordance with Section 222 of the Delaware General
corporation Law, at which meeting the necessary number of stockholders as required by statute voted in favor of
the aforesaid amendment.
3. The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware
General Corporation Law.
4. The capital of the corporation will not be reduced under or by reason of the aforesaid amendment.
IN WITNESS WHEREOF, Dover Corporation has caused this Certificate to be duly executed by a