Underwriting Agreement

Exhibit 1.2

EXECUTION COPY

PRICING AGREEMENT

March 11, 2008

J.P. Morgan Securities Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Greenwich Capital Markets, Inc.

As Representatives of the
several Underwriters named
in Schedule I hereto

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Banc of America Securities LLC
9 West 57 ^th Street
New York, New York 10019

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

          Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 11, 2008 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

          Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing

Agreement, except that each representation and warranty which refers to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus, the Pricing Disclosure Package and the Prospectus relating to the Designated Securities which are the subject of this Pricing Agreement.

          Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

          Each of the Underwriters agrees that it will not offer or sell any of the Designated Securities in any jurisdiction outside the United States except in circumstances that will result in compliance in all material respects with the applicable laws thereof.

          The Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

          Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof for the Company and each of the Representatives plus one counterpart for each counsel, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without representation or warranty on the part of the Representatives as to the authority of the signers thereof.

Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By:		/s/ Robert Bottamedi
		Name:		Robert Bottamedi
		Title:		Vice President
BANC OF AMERICA SECURITIES LLC
By:		/s/ Peter J. Carbone
		Name:		Peter J. Carbone
		Title:		Vice President
DEUTSCHE BANK SECURITIES INC.
By:		/s/ Ritu Ketkar
		Name:		Ritu Ketkar
		Title:		Director
By:		/s/ Scott Flieger
		Name:		Scott Flieger
		Title:		Managing Director
GOLDMAN, SACHS & CO.
/s/ Goldman, Sach & Co.
(Goldman, Sachs & Co.)
GREENWICH CAPITAL MARKETS, INC.
By:		/s/ Moshe Tomkiewicz
		Name:		Moshe Tomkiewicz
		Title:		Managing Director

On behalf of the several Underwriters

SCHEDULE I

		Principal				Principal
		Amount of				Amount of
		5.45% Notes				6.60% Notes
		due 2018 to				due 2038 to
Underwriters		be Purchased				be Purchased
J.P. Morgan Securities Inc.		$	87,500,000			$	62,500,000
Banc of America Securities LLC			87,500,000				12,500,000
Deutsche Bank Securities Inc.			87,500,000				12,500,000
Goldman, Sachs & Co.			17,500,000				62,500,000
Greenwich Capital Markets, Inc.			17,500,000				62,500,000
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