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DOVER Corp Director's Dealing 2009

May 11, 2009

30247_dirs_2009-05-11_ef06c11b-02b0-4fff-b73a-0bbcd594eba6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOVER CORP (DOV)
CIK: 0000029905
Period of Report: 2009-05-07

Reporting Person: Kloosterboer Jay L (Vice President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-05-07 Performance Shares $ A 3411 Acquired Common Stock (3411) Direct

Footnotes

F1: Represents award of performance shares under the Dover Corporation ("Dover") 2005 Equity and Cash Incentive Plan (the "Plan") on 2/12/2009, subject to shareholder approval of proposed amendments to the Plan which approval was obtained on 5/7/2009. Each performance share represents a contingent right to receive shares of Dover common stock, based on Dover's relative shareholder return versus that of Dover's peer group over the three-year performance period ending 12/31/2011.

F2: Represents target grant amount. The actual number of shares that will be paid in respect of the performance share award may range from 0% to 200% of the target grant.