Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2009, Dover Corporation (the "Corporation") approved certain amendments to its Supplemental Executive Retirement Plan (the "SERP") effective January 1, 2010 to provide greater consistency with the Dover Corporation Pension Plan, a tax-qualified defined benefit pension plan (the "Pension Plan"). The amended SERP will be renamed the Pension Replacement Plan (the "PRP"). Benefits accrued under the SERP formula through December 31, 2009 will be maintained. However, benefits accrued under the PRP before offsets after January 1, 2010 will be reduced to the benefits determined using the same benefit formula as under the Pension Plan, except that the Internal Revenue Code's limits on compensation and benefits applicable to tax-qualified pension plans will not apply. In addition, the minimum age at which a participant may retire and receive unreduced benefits under the PRP will be increased to 65 from 62 for benefits accrued after January 1, 2011.
Employees within the Dover group will be eligible to participate in the PRP if they hold certain positions within the group, are U.S. taxpayers and earn more than 10% above the Internal Revenue Code's compensation limits for tax-qualified pension plans. Each SERP participant as of December 31, 2009 will continue as a participant in the PRP. Benefits under the PRP may be forfeited if an employee engages in conduct that constitutes "cause" as defined in the PRP.

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