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FLOWSERVE CORP Director's Dealing 2004

Jul 20, 2004

30825_dirs_2004-07-19_2113d0bc-abfc-4d5e-918c-013febf65fa3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2004-07-15

Reporting Person: MCNEAL CHERYL D (VP- Human Resources)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-07-15 Restricted Common Stock ($1.25 par value per share) $0 A 4000 Acquired Common Stock () Direct
2004-07-15 Stock Option (right-to-buy) $22.90 A 7000 Acquired 2014-07-15 Common Stock () Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock ($1.25 par value per share) 1829 Direct
Common Stock ($1.25 par value per share) 8480 Indirect
Common Stock ($1.25 par value per share) 7227 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right-to-buy) $26.50 2006-10-23 Common Stock () 2500 Direct
Stock Option (right-to-buy) $30.00 2007-10-23 Common Stock () 7500 Direct
Stock Option (right-to-buy) $18.50 2008-11-02 Common Stock () 473 Direct
Stock Option (right-to-buy) $19.13 2009-07-21 Common Stock () 7500 Direct
Restricted Common Stock ($1.25 par value per share) $ Common Stock () 7500 Direct
Stock Option (right-to-buy) $17.81 2010-08-22 Common Stock () 7800 Direct
Stock Option (right to buy) $27.12 2011-07-18 Common Stock () 8000 Direct
Stock Option (right-to-buy) $24.84 2012-07-17 Common Stock () 8000 Direct
Stock Option (right-to-buy) $19.15 2013-07-17 Common Stock () 8000 Direct

Footnotes

F1: Beneficial interest in Flowserve Corporation Retirement Savings Plan 401(k).

F2: Beneficial interest in Flowserve Corporation Deferred Compensation Plan held in Rabbi Trust.

F3: The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion or exercise price is not applicable.

F4: 3,750 shares of Restricted Common Stock vest on July 21, 2004 and the remaining shares vest on July 21, 2009.

F5: Vesting of shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable.

F6: All option shares are vested and exercisable, except for the last 2,667 shares which vest on July 18, 2004.

F7: The option vests in three (3) equal annual installments beginning July 17, 2003.

F8: The option vests in three (3) equal annual installments beginning on July 17, 2004.

F9: The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion or exercise price is not applicable.

F10: One-third of the shares of Restricted Common Stock vest on July 15, 2005, the remaining thirds vest on July 15, 2006 and July 15, 2007, respectively.

F11: Vesting of the shares of Restricted Common Stock is contingent upon continued employment with the issuer. An expiration date is not applicable.

F12: The option shares vest in three (3) equal annual installments beginning on July 15, 2005, and then on July 15, 2006 and July 15, 2007, respectively.