Board Justification

The Company's compensation programs are designed to attract and retain highly qualified executives, to motivate them to achieve company objectives and to align their interests with those of shareholders. The Compensation Committee's basic overriding compensation principle is that all compensation, i.e., annual, medium-term and long-term, should generally be linked to Dover's total return to stockholders and should be competitive with other comparable companies.

Board Justification

Mr. Reece's bonus was awarded under the Executive Officer Annual Incentive Plan. Based on the level of achievement of that plan's target for Mr. Reece, which was based on earnings per share, the Compensation Committee was permitted to award him a tax-deductible bonus of up to $2.88 million. The annual bonus amount was determined based upon: (a) the 62nd percentile of bonuses paid to CEOs at a group of companies comparable to Dover according to the TCM database, and (b) a subjective judgment factor which is the prerogative of the Committee, acting together with the other independent Directors, and which included such matters as their view of the sales, earnings and other achievements recorded by Dover in 2004 in the general business environment then prevailing, and consideration of Mr. Reece's contributions to the Company during a period of over 39 years. The first factor was given the greatest weight.

Board Justification

Represents Company matching contributions to the Dover Corporation Retirement Savings Plan, and Company-paid life insurance premiums.

Board Justification

No restricted stock awards were made to executive officers in or for the year 2004.