DOVER CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.10

DOVER CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated as of January 1, 2009)

Article 1. Purpose of the Plan

     The purpose of this Dover Corporation Supplemental Executive Retirement Plan is to promote the long-term success of the Company by providing a uniform minimum level of retirement benefits to salaried officers and other key executives on whom major responsibility for the present and future success of the Company rests.

Article 2. Definitions

2.01. “ Actual Participant ” means, subject to Article 3, an Employee who (a) has received a SERP Designation as an Actual Participant, and (b) has been granted an Award in each of five (5) years (not necessarily consecutive) under an Incentive Plan. Stock options granted under the 1998 Supplemental Incentive Stock Option Program or any successor program (sometimes called the Presidents’ Pool) shall not be considered in determining qualification as an Actual Participant.

2.02. “ Administrator ” means the Dover Corporation Pension Committee.

2.03. “ Affiliated Company ” means the Company and any other member of the controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Company is a member or an unincorporated trade or business which is under common control with the Company (within the meaning of Section 414(c) of the Code). Except as otherwise determined by the Administrator, a corporation or unincorporated trade or business shall not be considered as an Affiliated Company during any period while it is not a member of such controlled group or under such common control.

2.04. “ Applicable Percentage ” means such percentages as are set forth in Appendix A to the Plan.

2.05. “ Award ” means the grant of either a stock option or stock appreciation right award or a cash performance award under an Incentive Plan, provided that (i) the grant of a stock option under the 1998 Supplemental Incentive Stock Option Program or any successor plan or program (sometimes called the Presidents’ Pool) shall not constitute an Award, and (ii) all stock option awards, stock appreciation rights awards and cash performance awards granted in any calendar year shall constitute only one Award.

2.06. “ Beneficiary ” means the person or persons designated by an Actual Participant to receive any payments which may be required to be paid pursuant to the Plan following his or her death, or, in the absence of any such designated person, the Actual Participant’s estate; provided , however , that a married Actual Participant’s Beneficiary shall be his or her spouse unless the spouse consents in writing to the designation of a different Beneficiary. For purposes hereof, Beneficiary may be a natural person or an estate or trust, except as otherwise provided in Section 4.04(f).

2.07. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.08. “ Company ” means Dover Corporation and any successor thereto.

2.09. “ Compensation ” means an Employee’s basic salary, bonuses (including payments deemed by his or her employing Affiliated Company to be the equivalent of bonuses but excluding bonuses paid in connection with hiring or terminations), and commissions paid or made available by an Affiliated Company, including the portion of any such remuneration deferred under a qualified or nonqualified deferred compensation plan or arrangement or contributed to a cafeteria plan, and, effective January 1, 2001 , any amount of the Employee’s authorized basic salary, bonuses or commissions which the Employee voluntarily elects to forego (regardless of whether the Employee receives non-cash remuneration in lieu of such foregone amount) and any non-cash compensation (as valued by the Compensation Committee of the Company’s Board of Directors at the time of authorization or as otherwise reasonably determined) given to an Employee expressly in lieu of cash compensation. Other forms of remuneration, including but not limited to long-term incentive compensation, shall not be included in an Employee’s Compensation.

2.10. “ Death Benefit ” means a death benefit payable pursuant to Section 5.01.

2.11. “ Disability ” means a disability which causes an Employee to be eligible to receive disability benefits under the long-term disability insurance program of his or her employing Affiliated Company, provided that any such disability meets the criteria specified in Section 1.409A-(i)(4) of the Treasury Regulations, or, in the case of an Employee who does not meet the criteria specified above, a disability which would cause the Employee to be determined to be totally disabled by the Social Security Administration and eligible for social security disability benefits. An Employee’s Disability shall be deemed to have ended on the last day of the last month with respect to which he or she receives benefits described in the preceding sentence.

2.12 “ Effective Date ” of the Plan as amended and restated herein means January 1, 2009. The original effective date of the Plan is January 1, 1997. For the period from January 1, 2005 through December 31, 2008, the Plan was administered in good faith compliance with Section 409A of the Code and applicable guidance issued by the Treasury Department and the Internal Revenue Service.

2.13. “ Employee” means an employee of an Affiliated Company.

2.14. “ Final Average Compensation ” means 12 times the average of an Employee’s monthly Compensation during the 60 consecutive complete calendar months of service during the 120 consecutive complete calendar months of service with an Affiliated Company prior to such person’s ceasing to be an Employee during which his or her Compensation was the highest. Any month in which Compensation was not received, by reason of a leave of absence, Disability or otherwise, shall be omitted in determining a person’s Final Average Compensation. In the case of any periods of part-time employment occurring in a Plan Year in which an Employee is credited with less than one Year of Service, Compensation with respect to such periods of part-time service shall be appropriately adjusted to a full-time basis. In the event that an Employee is paid an annual bonus during the 12-month period commencing on his or her Termination Date, for purposes of calculating such person’s Final Average Compensation the amount of such bonus (including the portion of any such authorized bonus which such person elects to forego) shall be substituted for the amount of the first bonus taken into account during the applicable 60-month period, but only if (i) the 60-month period used for purposes of the Final Average Compensation calculation includes such person’s last full month of employment, and (ii) the effect of such substitution is to increase such person’s Final Average Compensation.

2.15. “ Grandfathered Benefit ” means the benefit accrued under the Plan as of December 31, 2004 with respect to a Grandfathered Participant.

2.16. “ Grandfathered Participant ” means an Actual Participant who had attained age 55 and completed 10 Years of Service as of December 31, 2004.

2.17. “ Gross Benefit ” has the meaning provided in Section 4.01(b).

2.18. “ Incentive Plan ” means the Dover Corporation 1995 Incentive Stock Option Plan and 1995 Cash Performance Program, the Dover Corporation 2005 Equity and Cash Incentive Plan, and any predecessor or successor plan or program, provided that the 1998 Supplemental Incentive Stock Option Program or any successor program (sometimes called the Presidents’ Pool) shall not constitute an Incentive Plan.

2.19. “ Non-Grandfathered Benefit ” means any benefit which is not a Grandfathered Benefit.

2.20. “ Non-Grandfathered Participant ” means an Actual Participant who is not a Grandfathered Participant.

2.21. “ Normal Retirement Age ” means age 65.

2.22. “ Normal Retirement Date ” means the first day of the month coinciding with or next following the date an Actual Participant attains his or her Normal Retirement Age.

2.23. “ Offset Benefits ” has the meaning provided in Section 4.01(c).

2.24. “ Plan ” means this Dover Corporation Supplemental Executive Retirement Plan, as amended from time to time.

2.25. “ Plan Year ” means the calendar year.

2.26 “ Potential Participant ” means an Employee who (a) has received a SERP Designation as a Potential Participant, and (b) has been granted an Award in one or more years (not necessarily consecutive) under an Incentive Plan but who has not met the requirements to become an Actual Participant, including, without limitation, receipt of a SERP Designation as an Actual Participant.

2.27. “ Prior Participant ” has the meaning provided in Section 3.01.

2.28. “ Prior Plan ” means the Dover Corporation Supplemental Executive Retirement Plan, as in effect prior to the adoption of this Plan.

2.29. “ PSC Executive ” means an Employee who became an Actual Participant prior to January 1, 2009 and who was at least age 40 on the Employee’s birthday that next followed his or her date of hire or rehire with an Affiliated Company (or the date the Company or other Affiliated Company acquired the Affiliated Company, if later), and was granted an Award not later than twenty four (24) months following such Employee’s date of hire or rehire with an Affiliated Company (or the date the Company or other Affiliated Company acquired the Affiliated Company, if later). An Employee who became an Actual Participant on or after January 1, 2009 shall not be a PSC Executive.

2.30. “ Retirement Benefit ” means a retirement benefit payable pursuant to Section 4.01(a).

2.31. “ SERP Designation ” means a written designation by the Chief Executive Officer, Chief Operating Officer or President of the Company that an Employee is an Actual Participant or a Potential Participant.

2.32. “ Specified Employee ” means an Employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and any applicable regulations or other pronouncements issued by the Internal Revenue Service with respect thereto. The determination of who the Specified Employees are as of any time shall be made by the Company’s Board of Directors or by such committee, person or persons as such Board of Directors shall delegate for such purpose.

2.33. “ Termination Date ” means the first day of the month coinciding with or next following the date on which an Actual Participant has a Termination of Employment.

2.34. “ Termination of Employment ” means an Employee’s termination of employment with an Affiliated Company, whether voluntary or involuntary, for any reason, including but not limited to quitting or discharge, but other than a family or medical or other leave of absence, transfer of employment to another Affiliated Company, incurring of a Disability,

or death in each instance that would meet the requirement to be considered a “Separation from Service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations.

2.35. “ Years of Service ” means (a) the time a person served as an Employee plus, (b) any “ Additional Years of Service ” (as described below) credited to such person, calculated as follows. A Year of Service means 12 consecutive months of service. Any period of service of less than 12 consecutive months shall be counted on the basis of 1/12 of a Year of Service for each month of service. For purposes of this definition, a month of service means any calendar month during any part of which an Employee is employed by an Affiliated Company. Only an Employee who became an Actual Participant prior to January 1, 2009 shall be eligible to receive Additional Years of Service. An Employee who becomes an Actual Participant on or after January 1, 2009 shall not be credited with any Additional Years of Service.

Additional Years of Service shall be credited as follows:

     If such an Actual Participant’s Termination of Employment occurs on or after January 1, 2003, and the Actual Participant is a PSC Executive, the Actual Participant shall be credited with Additional Years of Service, the amount of which shall be determined by dividing by forty-eight (48) the number of whole and partial months which elapsed from the date of the Actual Participant’s 25 ^th birthday to the Actual Participant’s date of hire or rehire with an Affiliated Company (or the date the Company or other Affiliated Company acquired the Affiliated Company, if later), excluding any number of whole months during that time in which such Actual Participant was an Employee. For purposes of this definition, a month of service means any calendar month during any part of which an Employee is employed by an Affiliated Company and shall not duplicate any service granted in paragraph (a) above.

Article 3. Participation

3.01 Participation as of Effective Date . Each person who, immediately prior to the Effective Date, was entitled to receive benefits under the Plan upon his or her Termination of Employment or death (a “ Prior Participant ”), shall retain such entitlement as of the Effective Date, subject to the provisions of Section 3.02(b).

3.02 Participation after Effective Date .

     (a) After the Effective Date, an Employee who is not a Prior Participant shall become an Actual Participant only upon satisfaction of all the requirements stated in the definition of Actual Participant.

     (b) Notwithstanding the provisions of Section 3.01, each Prior Participant shall be an Actual Participant after December 31, 2003 only if he or she received a SERP Designation as an Actual Participant effective as of a date not later than December 31, 2003; provided , however , that a Prior Participant whose Termination of Employment,

Disability or death occurred on or before December 31, 2003 shall be deemed to have received a SERP Designation as an Actual Participant regardless of whether such Prior Participant had previously received a SERP Designation.

3.03 Revocation of SERP Designation . The Chief Executive Officer, Chief Operating Officer or President of the Company may revoke the SERP Designation of any Potential Participant or Actual Participant at any time. If such person is a Potential Participant, the status of such person as a Potential Participant shall cease as of the date of the revocation. If such person is an Actual Participant, such person’s Retirement Benefit shall be determined as if such person had incurred a Termination of Employment as of the date of revocation, so that, for purposes of determining such person’s Gross Benefit, such person’s Applicable Percentage, Final Average Compensation and Years of Service shall all be determined as of the date of revocation and such person’s Offset Benefits also shall be determined as of such date.

The Chief Executive Officer, Chief Operating Officer or President of the Company may reinstate the SERP Designation of any Employee whose SERP Designation was revoked. If such Employee was an Actual Participant at the time of revocation, or if such Employee was a Potential Participant at the time of revocation and later became an Actual Participant, his or her Retirement Benefit shall be determined as if such Employee’s SERP Designation had never been revoked.

3.04 Cessation of Participation . An Actual Participant shall cease to be an Actual Participant on the date that all distributions due such Actual Participant or his or her Beneficiary have been made.

Article 4. Retirement Benefit

4.01 Amount of Benefit .

     (a) Each Actual Participant shall be entitled under this Plan following his or her retirement or other Termination of Employment to a benefit (the “ Retirement Benefit ”) equal to the Actual Participant’s Gross Benefit reduced by his or her Offset Benefits.

     (b) Except as provided in Section 3.03, the Gross Benefit under the Plan, expressed as a single life annuity commencing on the Actual Participant’s Termination Date, shall be the Applicable Percentage of the product of (i) the Actual Participant’s Years of Service (not to exceed 30) and (ii) 2% of the Actual Participant’s Final Average Compensation.

     (c) The Actual Participant’s Offset Benefits shall consist of the following benefits to which the Actual Participant is or will become entitled, or which the Actual Participant received prior to the date of determination:

          (1) All benefits paid or accrued under all qualified or nonqualified defined benefit or defined contribution retirement plans sponsored by an Affiliated Company (including, without limitation, any amounts paid to the Actual Participant under this Plan prior to the date of determination); provided , however , that non-qualified defined benefit and defined contribution benefits with respect to Non-Grandfathered Benefit accruals shall be estimated at the time that the person becomes an Actual Participant in the Plan (or, if later, January 1, 2009) to be the amount of benefit that will be payable at the Actual Participant’s Normal Retirement Date and such estimate will subsequently be adjusted to reflect any increases or decreases in such benefit only if such adjustment will not cause a violation of Code Section 409A to occur. Notwithstanding the foregoing, only the portion of any such benefit attributable to Affiliated Company contributions shall be taken into account. For purposes of the preceding sentence, Affiliated Company contributions shall not include an Actual Participant’s elective deferrals under any such plan, or earnings credited to any such elective deferrals to the extent such earnings are based on a reasonable interest rate or on one or more predetermined investments.

          (2) The employer portion of any social security or other retirement benefits provided by any Federal, state, local, or foreign government, provided , however , that the offset of any such foreign benefit shall not violate the provisions of Section 409A of the Code. Such employer portion shall be equal, in the case of a social security benefit, to the employer portion of the Actual Participant’s projected social security benefit (at the Actual Participant’s social security full benefit retirement age) multiplied by a fraction the numerator of which is the Actual Participant’s Years of Service, excluding any such Actual Participant’s Additional Years of Service, and the denominator of which is 35. For purposes of determining an Actual Participant’s projected social security benefit, it shall be assumed that the social security wage base remains constant in years following the Actual Participant’s Termination of Employment and that in each of the 35 years prior to the Actual Participant’s social security full benefit retirement age he or she has earned income of at least the social security wage base applicable to such year.

     (d) In the event an Offset Benefit (other than a US social security benefit or social insurance or similar non-US benefit) is not payable in the form of a single life annuity commencing on the Actual Participant’s Termination Date, the offset calculation in Section 4.01(c) shall be performed using such actuarial and other adjustments as the Administrator shall determine.

     (e) The Grandfathered Benefit of a Grandfathered Participant who has elected pursuant to Section 4.04 to have payment of his or her Grandfathered Benefit commence after his or her Termination Date shall be calculated as follows: (i) the Grandfathered Benefit shall be calculated in accordance with the foregoing provisions of this Section 4.01 as if payment of the Grandfathered Benefit would commence as of the Grandfathered Participant’s Termination Date and then (ii) such Grandfathered Benefit shall be multiplied by a fraction, the numerator of which is the Applicable Percentage that would have applied if the Grandfathered Participant’s Termination of Employment had occurred on the date as of which payment of the Grandfathered Benefit is to commence, and the denominator of

which is the Applicable Percentage in effect as of the date the Grandfathered Participant’s Termination of Employment actually occurred.

     (f) Notwithstanding any provision of the Plan to the contrary, if an Actual Participant who is a former Employee is rehired by an Affiliated Company and at the time of rehire the Actual Participant is receiving benefit payments under the Plan, payment of such benefits shall continue to be paid in accordance with the form of payment in effect with respect to such benefit. If such Actual Participant who has been rehired has received a SERP Designation as an Actual Participant as of, or subsequent to, his or her date of rehire, upon such Actual Participant’s subsequent Termination of Employment such Actual Participant’s benefits with respect to the period after the date of his or her rehire shall be calculated under the Plan based on the Actual Participant’s Years of Service and Compensation after the date of his or her rehire ( provided that the sum of the Actual Participant’s Years of Service prior to his or her rehire date plus his or her Years of Service after his or rehire date shall not exceed thirty (30) years). If such Actual Participant has not received a SERP Designation as an Actual Participant following his or her date of rehire (and thus has accrued no additional benefits under the Plan following his or her date of rehire), such Actual Participant shall not be entitled to receive any additional benefits in respect of his or her Years of Service subsequent to his date of rehire.

     (g)(1) The benefit of an Actual Participant whose SERP Designation has been revoked shall be determined as if such person had incurred a Termination of Employment on the date his or her SERP Designation was revoked, so that his of her Applicable Percentage, Final Average Compensation, Gross Benefit and Offset Benefit shall all be determined as of such date.

     (2) Distribution of the benefit of a Participant whose SERP Designation has been revoked shall be made at the time that the Participant has incurred an actual Termina