SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                 ------------------------------
                                
                           FORM 8-A/A
                                
            AMENDING FORM 8-A DATED, NOVEMBER 9, 1987
                                
        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                        Dover Corporation
      -----------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                
                  Delaware                       53-0257888
    -----------------------------------      -----------------
  (State of incorporation or organization)    (I.R.S. Employer
                                               Identification
                                                    No.)
                                                      
    280 Park Avenue, New York, New York          10017-1292
    -----------------------------------      -----------------
  (Address of principal executive offices)       (Zip Code)
                                                      
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class registered  Name of each exchange on which
- ------------------------------  each class is registered
                                ------------------------------
                                              
Preferred Stock Purchase Rights    New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                              None
- -----------------------------------------------------------------
                        (Title of Class)
                                

This Form 8-A/A amends and supplements the Form 8-A (the "Form 8-
A") filed by Dover Corporation (the "Company") on November 7,
1987 with respect to Preferred Stock Purchase Rights.

Item 1.   Description of Securities to be Registered.

          Item 1 of the Form 8-A is amended by substituting the
following:

          On November 6, 1987, the Board of Directors of Dover
Corporation (the "Company") declared a dividend distribution of
one Right for each outstanding share of common stock, par value
$1.00 per share, of the Company (the "Common Stock"), payable to
the holders of record of the Common Stock on November 23, 1987.

          On November 7, 1996, the Board of Directors of the
Company adopted amendments to the Rights Agreement (the "Prior
Rights Agreement"), dated as of November 6, 1987, between the
Company and Harris Trust Company of New York (the "Rights Agent")
pursuant to which the Preferred Stock Purchase Rights registered
under this Form 8-A were issued.  The amendments are set forth in
an Amended and Restated Rights Agreement (the "Rights Agreement")
dated as of November 15, 1996 between the Company and the Rights
Agent, which supersedes the Prior Rights Agreement.  A copy of
the Rights Agreement is attached as an exhibit hereto and is
hereby incorporated by reference.  The following summary of the
Rights is qualified in its entirety by reference to the Rights
Agreement.

          Pursuant to the Rights Agreement, as of the date of
this Form 8-A/A, there is associated with each outstanding share
of Common Stock one Right which, except as set forth below, when
exercisable, entitles the registered holder to purchase from the
Company one four-thousandth of a share of a series of preferred
stock, designated as Series A Junior Participating Preferred
Stock, par value $100 per share (the "Preferred Stock"), at a
price of $200 per one four-thousandth of a share (the "Purchase
Price"), subject to adjustment.  The terms of the Preferred Stock
are summarized below and are set forth in the Certificate of
Designation attached as Exhibit A to the Rights Agreement.

          Until the earliest to occur of (i) a public
announcement that, without the prior consent of the Board of
Directors of the Company, a person or group, including any
affiliates or associates of such person or group (an "Acquiring
Person"), acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date") or (ii) ten business days
(or such later date as the Board may determine) following the
commencement or announcement of an intention (which is not
subsequently withdrawn) to make a tender offer or exchange offer
which would result in any person or group (and related persons)
having beneficial ownership of 15% or more of the outstanding
shares of Common Stock without the prior consent of the Board of
Directors (the earliest of such dates being called the
"Distribution Date"), the Rights will be attached to all Common
Stock certificates and will be evidenced, with respect to any of
the Common Stock certificates outstanding as of November 7, 1996,
by the Common Stock certificates (and any notation on any
certificate representing shares of Common Stock incorporating by
reference the Prior Rights Agreement shall be deemed to
incorporate by reference the Rights Agreement).  The Rights
Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the shares of Common
Stock.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued
after November 7, 1996 upon transfer, replacement or new issuance
of shares of Common Stock will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any Common Stock certificates
outstanding as of November 6, 1996, even without such a notation,
will also constitute the transfer of the Rights associated with
the shares of Common Stock represented by such certificate.  As
soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of the shares of Common Stock as
of the close of business on the Distribution Date, and the
separate Rights Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution
Date.  The Rights will expire on November 7, 2006, unless earlier
redeemed by the Company as described below.

          The Preferred Stock purchasable upon exercise of the
Rights will be nonredeemable and junior to any other series of
preferred stock the Company may issue (unless otherwise provided
in the terms of such stock).  Each share of Preferred Stock will
have a preferential quarterly dividend in an amount equal to the
greater of $10.00 and 4,000 times the dividend declared on each
share of Common Stock.  In the event of liquidation, the holders
of Preferred Stock will receive a preferred liquidation payment
per share equal to the greater of $100.00 and 4,000 times the
payment made per share of Common Stock.  Each share of Preferred
Stock will have 1 vote, voting together with the Common Stock.
In the event of any merger, consolidation or other transaction in
which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 4,000 times the
amount and type of consideration received per share of Common
Stock.  The rights of the Preferred Stock as to dividends, and in
the event of liquidation or mergers and consolidations, are
protected by customary anti-dilution provisions.  Fractional
shares of Preferred Stock in integral multiples of one four-
thousandth of a share of Preferred Stock will be issuable;
however, the Company may elect to distribute depositary receipts
in lieu of such fractional shares.  In lieu of fractional shares
other than fractions that are multiples of one four-thousandth of
a share, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to
the date of exercise.

          In the event that any person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms
determined by at least a majority of the Board of Directors who
are not officers of the Company to be both adequate and otherwise
in the best interests of the Company and its shareholders (other
than the Person or an Affiliate or Associate thereof on whose
behalf the offer is being made)), each holder of a Right
generally will thereafter have the right for a 60 day period
after the later of the date of such event and the effectiveness
of an appropriate registration statement (or such other longer
period set by the Board of Directors) to receive upon exercise of
the Right that number of shares of Common Stock (or, under
certain circumstances, of one four-thousandths of a share of
Preferred Stock or other securities) having an average market
value during a specified time period (immediately prior to the
occurrence of a Person becoming an Acquiring Person) of two times
the exercise price of the Right (such right being called the
"Flip-In Right").  Notwithstanding the foregoing, following the
occurrence of a Person becoming an Acquiring Person, all Rights
that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by the Acquiring Person or
any affiliate or associate thereof will be null and void.

          In the event that, at any time following the Stock
Acquisition Date or, if a transaction is proposed, the
Distribution Date, the Company is acquired in a merger or other
business combination transaction or 50% or more of the Company's
assets or earning power are sold (in one transaction or a series
of transactions), proper provision shall be made so that each
holder of a Right (except a Right voided as set forth above)
shall thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company (or, in
the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning
power transferred) which at the time of such transaction would
have a market value of two times the exercise price of the Right
(such right being called the "Flip-Over Right").  The holder of a
Right will continue to have the Flip-Over Right whether or not
such holder exercises the Flip-In Right.

          The Purchase Price payable, the number of Rights and
the number of one four-thousandths of a share of Preferred Stock,
shares of Common Stock or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for Preferred
Stock, certain convertible securities or securities having the
same or more favorable rights, privileges and preferences as the
Preferred Stock at less than the current market price of the
Preferred Stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends out of earnings or retained
earnings and dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above.)

          With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.

          The number of outstanding Rights associated with each
share of Common Stock, the fraction of a share of Preferred Stock
(including the economic rights of each such fractional share)
issuable upon exercise of each Right and the Redemption Price (as
defined below) are also subject to adjustment in the event of a
stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

          At any time prior to the earliest to occur of (i) the
close of business on the Stock Acquisition Date or (ii) the
expiration of the Rights, the Company may redeem the Rights in
whole, but not in part, at a price of $.0125 per Right (the
"Redemption Price"), which redemption shall be effective upon the
action of the Board of Directors.  Additionally, following the
Stock Acquisition Date and the expiration of the period during
which the Flip-In Right is exercisable, the Company may redeem
the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection
with a merger or other business combination transaction or series
of transactions involving the Company in which all holders of
Common Stock are treated alike but not involving an Acquiring
Person (or any person who was an Acquiring Person) or its
affiliates or associates.  Upon the effective date of the
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

          The Board of Directors of the Company may, at its
option, upon the acquisition of 15% or more (but less than 50%)
of the then outstanding shares of Common Stock, exchange the
Rights (not including the Rights beneficially owned by the
Acquiring Person or any Affiliate or Associate thereof which
Rights are null and void) then outstanding for Common Stock at
the exchange ratio of one share of Common Stock per one Right.

          Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

          Except as set forth above, the terms of the Rights may
be amended by the Board of Directors of the Company in order (i)
to cure any ambiguity, (ii) to correct or supplement any
provision of the Rights Agreement which may be defective or
inconsistent with any other provisions, (iii) prior to the
Distribution Date, to change or supplement the provisions under
the Rights Agreement which the Company deems necessary or
desirable, and (iv) on or after the Distribution Date, in any
manner not adversely affecting the interests of the holders of
the Rights (including the interests of any Acquiring Person).

          The Rights have certain anti-takeover effects.  The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
the Rights being redeemed or a substantial number of Rights being
acquired.  However, the Rights generally should not interfere
with any merger or other business combination approved by the
Board of Directors.

          The form of Amended and Restated Rights Agreement
between the Company and Harris Trust Company of New York
specifying the terms of the Rights, Exhibit A thereto -- the form
of Certificate of Designation setting forth the terms of the
Preferred Stock, Exhibit B thereto -- the Form of Rights
Certificate, and Exhibit C thereto -- the Summary of Rights to
Purchase Stock, are attached hereto as Exhibit 1 and are
incorporated herein by reference.  The foregoing description of
the Rights is qualified by reference to the Amended and Restated
Rights Agreement.

          Item 2.  Exhibits.
               
          1    Form of Amended and Restated Rights Agreement (the
               "Rights Agreement") dated as of November 15, 1996
               between Dover Corporation and Harris Trust Company
               of New York which includes, as Exhibit A thereto,
               the form of Certificate of Designation specifying
               the terms of the Preferred Stock and, as Exhibit B
               thereto, the form of Rights Certificate.  Pursuant
               to the Rights Agreement, Rights Certificates will
               not be mailed until a person acquires beneficial
               ownership of 15% or more of the shares of Common
               Stock or 10 days (or such later date as the Board
               of Directors of the Company may determine) after a
               person commences or announces its intention to
               commence an offer if, upon consummation thereof,
               such person would become an Acquiring Person (as
               defined in the Rights Agreement) or prior to
               certain transactions involving the Company.
               
          2    Press release announcing the amendment of the
               Rights Plan dated November 15, 1996.
               
                            SIGNATURE
                                
          Pursuant to the requirements of Section 12 of the

Securities Exchange Act of 1934, the registrant has duly caused

this registration statement to be signed on its behalf by the

undersigned, thereto duly authorized.

                              
                              
                              DOVER CORPORATION
                              
                              
                              By:  /s/ Robert G. Kuhbach
                                --------------------------------
                                Robert G. Kuhbach
                                Vice-President, General
                                Counsel and Secretary
                                
                                

Date:  November 15, 1996

                          EXHIBIT INDEX
                          -------------
                                
                                                           
Exhibit   Description                                      
- -------   -----------                                      
          
    1     Form of Amended and Restated Rights          
          Agreement (the "Rights Agreement") dated as  
          of November 15, 1996 between Dover
          Corporation and Harris Trust Company of New
          York which includes, as Exhibit A thereto,
          the form of Certificate of Designation
          specifying the terms of the Preferred
          Stock, and, as Exhibit B thereto, the form
          of Rights Certificate.  Pursuant to the
          Rights Agreement, Rights Certificates will
          not be mailed until a person acquires
          beneficial ownership of 15% or more of the
          shares of Common Stock or 10 days (or such
          later date as the Board of Directors of the
          Company may determine) a person commences
          or announces its intention to commence an
          offer if, upon consummation thereof, such
          person would become an Acquiring Person (as
          defined in the Rights Agreement) or prior
          to certain transactions involving the
          Company.
          
    2     Press release announcing the amendment of    
          the Rights Plan dated November 15, 1996.     
          
                                




                      AMENDED AND RESTATED

                        RIGHTS AGREEMENT



          This Amended and Restated Rights Agreement, dated as of

November 15, 1996, between Dover Corporation, a Delaware

corporation (the "COMPANY"), and Harris Trust Company of New York

(the "RIGHTS AGENT").

                                

                       W I T N E S S E T H

                                

          WHEREAS, on November 5, 1987, the Board of Directors of

the Company entered into a Rights Agreement (the "Initial Rights

Agreement") with the Rights Agent and authorized and declared a

dividend distribution of one right for each share of Common

Stock, $1.00 par value per share, of the Company (the "Common

Stock") outstanding on November 23, 1987 (the "Record Date"),

which provided for the issuance of one right (subject to

adjustment as provided herein) for each share of Common Stock of

the Company issued between the Record Date and the earliest of

the Distribution Date and the Expiration Date (as such terms are

hereinafter defined), each right representing the right to

purchase one one-thousandth of a share of Preferred Stock (as

hereinafter defined);

          WHEREAS, as a result of two 2 for 1 Common Stock splits

which occurred subsequent to November 5, 1987, and pursuant to

Section 11(n) of the Initial Rights Agreement, each outstanding

share of Common Stock has associated with it one quarter of a

right to buy one one-thousandth of a share of Preferred Stock;

          WHEREAS, as a result of the antidilution provisions of

the Certificate of Designation, Preferences and Rights of Series

A Junior Participating Preferred Stock, each one one-thousandth

of a share of Preferred Stock now represents the same economic

value as four shares of Common Stock;

          WHEREAS, for simplification purposes, the Board of

Directors has deemed it appropriate to recharacterize each

outstanding one quarter of a right to purchase one one-thousandth

of a share of Preferred Stock as one right to purchase one

four-thousandth of a share of Preferred Stock  (the "Rights").

          WHEREAS, the Board of Directors has determined that

certain further amendments and modifications to the Initial

Rights Agreement are in the best interests of the Company and its

stockholders;

          NOW, THEREFORE, in consideration of the premises and

the mutual agreements herein set forth, the parties hereto hereby

agree as follows:

          
          SECTION 1.  CERTAIN DEFINITIONS.
          For purposes of this Agreement, the following terms

have the meanings indicated:

          (a)  "ACQUIRING PERSON" shall mean any Person (as such

term is hereinafter defined) who or which, together with all

Affiliates (as such term is hereinafter defined) and Associates

(as such term is hereinafter defined) of such Person, without the

prior approval of the Company, shall be the Beneficial Owner (as

such term is hereinafter defined) of securities representing 15%

or more of the shares of Common Stock then outstanding or who was

such a Beneficial Owner at any time after the date hereof,

whether or not such Person continues to be the Beneficial Owner

of securities representing 15% or more of the outstanding shares

of Common Stock, but shall not include (i) the Company, (ii) any

subsidiary of the Company (as such term is hereinafter defined),

(iii) any employee benefit plan of the Company or any of its

subsidiaries or (iv) any entity holding securities of the Company

organized, appointed or established by the Company or any of its

subsidiaries for or pursuant to the terms of any such plan.

Notwithstanding the foregoing, no Person shall become an

Acquiring Person (i) as a result of the acquisition of shares of

Common Stock by the Company which, by reducing the number of

shares of Common Stock outstanding, increases the proportional

number of shares beneficially owned by such Person together with

all Affiliates and Associates of such Person, PROVIDED, that if

(A) a Person would become an Acquiring Person (but for operation

of this clause (i)) as a result of the acquisition of Common

Shares by the Company, and (B) after such share acquisition by

the Company, such Person, or an Affiliate or Associate of such

Person, becomes the Beneficial Owner of any additional shares of

Common Stock, then such Person shall be deemed an Acquiring

Person, or (ii) if (A) within five Business Days after such

Person would otherwise  have become or, if such Person did so

inadvertently, after such Person discovers that such Person would

otherwise have become, an Acquiring Person (but for operation of

this clause (ii)), such Person notifies the Board that such

Person did so inadvertently, and (B) within two Business Days

after such notification (or such greater period of time as may be

determined by the Board, but in no event greater than five

Business Days), such Person divests itself of a sufficient number

of shares of Common Stock so that such Person, together with all

Affiliates and Associates of such Person, would not be the

Beneficial Owner of 15% or more of the Company's outstanding

shares of Common Stock.

          (b)  "AFFILIATE" and "ASSOCIATE" shall have the

respective meanings ascribed to such terms in Rule 12b-2 of the

General Rules and Regulations under the Securities Exchange Act

of 1934, as amended (the "EXCHANGE ACT"), as in effect on the

date of this Agreement.

          (c)  A Person shall be deemed the "BENEFICIAL OWNER"

of, and shall be deemed to "beneficially own," any securities:

               (i)  which such Person or any of such Person's

          Affiliates or Associates beneficially owns, directly or

          indirectly;

               (ii) which such Person or any of such Person's

          Affiliates or Associates has (A) the right or

          obligation to acquire (whether such right or obligation

          is exercisable or effective immediately or only after

          the passage of time) pursuant to any agreement,

          arrangement or understanding (whether or not in

          writing) or upon the exercise of conversion rights,

          exchange rights, rights (other than these Rights),

          warrants or options, or otherwise; PROVIDED, HOWEVER,

          that a Person shall not be deemed the "Beneficial

          Owner" of, or to "beneficially own," securities

          tendered pursuant to a tender or exchange offer made by

          such Person or any of such Person's Affiliates or

          Associates until such tendered securities are accepted

          for purchase or exchange; or (B) the right to vote

          pursuant to any agreement, arrangement or understanding

          (whether or not in writing); PROVIDED, HOWEVER, that a

          Person shall not be deemed the "Beneficial Owner" of,

          or to "beneficially own," any security under this

          clause (B) if the agreement, arrangement or

          understanding to vote such security (1) arises solely

          from a revocable proxy given in response to a public

          proxy or consent solicitation made pursuant to, and in

          accordance with, the applicable rules and regulations

          of the Exchange Act and (2) is not also then reportable

          by such person on Schedule 13D under the Exchange Act

          (or any comparable or successor report); or

               (iii)     which are beneficially owned, directly

          or indirectly, by any other Person (or any Affiliate or

          Associate thereof) with which such Person or any of

          such Person's Affiliates or Associates has any

          agreement, arrangement or understanding (whether or not

          in writing), for the purpose of acquiring, holding,

          voting (except pursuant to a revocable proxy as

          described in clause (B) of subparagraph (ii) of this

          paragraph (c)) or disposing of any securities of the

          company.

          (d)  "BUSINESS DAY" shall mean any day other than a

Saturday, Sunday, or a day on which banking institutions in the

State of New York are authorized or obligated by law or executive

order to close.

          (e)  "CLOSE OF BUSINESS" on any given date shall mean

5:00 P.M., New York City time, on such date; PROVIDED, HOWEVER,

that if such date is not a Business Day it shall mean 5:00 P.M.,

New York City time, on the next succeeding Business Day.

          (f)  "COMMON STOCK" shall mean the Common Stock, $1.00

par value, of the Company, except that "Common Stock" when used

with reference to stock issued by any Person other than the

Company shall mean the capital stock with the greatest voting

power, or the equity securities or other equity interest having

power to control or direct the management, of such Person or, if

such Person is a subsidiary of another Person, of the Person

which ultimately controls such first-mentioned Person and which

has issued and outstanding such capital stock, equity securities

or equity interests.

          (g)  "PERSON" shall mean any individual, firm,

corporation, partnership or other entity, and shall include any

successor (by merger or otherwise) of such entity.

          (h)  "RIGHT" shall mean a right to purchase one four-

thousandth of a share of Preferred Stock.

          (i)  "PREFERRED STOCK" shall mean the Series A Junior

Participating Preferred Stock, $100.00 par value, of the Company

having the rights, powers and preferences set forth in the form

of Certificate of Designation attached hereto as Exhibit A, upon

the terms and subject to the conditions hereinafter set forth.

          (j)  "STOCK ACQUISITION DATE" shall mean the first date

of public announcement by the Company or an Acquiring Person that

an Acquiring Person has become such.

          (k)  A "SUBSIDIARY" of any Person shall mean any

corporation or other entity of which a majority of the voting

power of the voting equity securities or voting interests is

owned, directly or indirectly, by such Person, or which is

otherwise controlled by such Person.

          (l)  "VOTING POWER" shall mean the voting power of all

securities of the Company then outstanding generally entitled to

vote for the election of directors of the Company.

          
          SECTION 2.  APPOINTMENT OF RIGHTS AGENT.
  The Company hereby appoints the Rights Agent to act as agent

for the Company and the holders of the Rights (who, in accordance

with Section 3 hereof, shall prior to the Distribution Date also

be the holders of the Common Stock) in accordance with the terms

and conditions hereof, and the Rights Agent hereby accepts such

appointment.  The Company may from time to time appoint such Co-

Rights Agents as it may deem necessary or desirable.  In the

event the Company appoints one or more Co-Rights Agents, the

respective duties of the Rights Agents and any Co-Rights Agents

shall be as the Company shall determine.

          
          SECTION 3.  ISSUE OF RIGHTS CERTIFICATES.
          (a)  Until the earlier of (i) the Stock Acquisition

Date or (ii) the tenth day (or such later date as may be

determined by action of the Board) after the date of the

commencement of, or first public announcement of the intent of

any Person (other than the Company, any subsidiary of the

Company, or any employee benefit plan of the Company or any of

its subsidiaries) to commence (which intention to commence

remains in effect for five business days after such

announcement), a tender or exchange offer which would result in

such Person becoming an Acquiring Person (including any such date

which is after the date of this Agreement and prior to the

issuance of the Rights; the earlier of such dates being herein

referred to as the "DISTRIBUTION DATE"), (x) the Rights will be

evidenced (subject to the provisions of paragraph (b) of this

Section 3) by the certificates for Common Stock registered in the

names of the holders of the Common Stock (which certificates for

Common Stock shall be deemed also to be certificates for Rights)

and not by separate certificates, and (y) the Rights (and the

right to receive certificates therefor) will be transferable only

in connection with the transfer of the underlying shares of

Common Stock.  As soon as practicable after the Distribution

Date, the Rights Agent will send by first-class, insured, postage

prepaid mail, to each record holder of the Common Stock as of the

close of business on the Distribution Date, at the address of

such holder shown on the records of the Company, a certificate

for Rights, in substantially the form of Exhibit B hereto (the

"RIGHTS CERTIFICATES"), evidencing one Right for each share of

Common Stock so held.  As of and after the Distribution Date, the

Rights will be evidenced solely by such Rights Certificates.

          As soon as practicable following the Record Date, the

Company will send a copy of a Summary of Rights, in substantially

the form attached hereto as Exhibit C (the "SUMMARY OF RIGHTS"),

by first-class, postage prepaid mail, to each record holder of

the Common Stock as of the close of business on the Record Date,

at the address of such holder shown on the records of the

Company.  With respect to certificates for the Common Stock

outstanding as of the Record Date, until the Distribution Date

(or earlier redemption, expiration or termination of the Rights),

the Rights will be evidenced by such certificates for the Common

Stock together with the Summary of Rights and the registered

holders of the Common Stock shall also be the registered holders

of the associated Rights.  Until the Distribution Date (or

earlier redemption, expiration or termination of the Rights), the

surrender for transfer of any of the certificates for the Common

Stock outstanding on the Record Date, even without a copy of the

Summary of Rights attached thereto, shall also constitute the

transfer of the Rights associated with the Common Stock

represented by such certificate.

          (b)  Certificates issued for Common Stock (including,

without limitation, certificates issued upon transfer or exchange

of Common Stock) after the Record Date, but prior to the earlier

of the Distribution Date or the Expiration Date (as such term is

hereinafter defined), shall be deemed also to be certificates for

Rights, and shall have impressed, printed, stamped, written or

otherwise affixed onto them the following legend:



              This certificate also evidences and
          entitles the holder hereof to certain Rights
          as set forth in an Amended and Restated
          Rights Agreement between Dover Corporation
          and Harris Trust Company of New York (the
          "Amended and Restated Rights Agent") dated as
          of November 15, 1996 (the "Rights
          Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy
          of which is on file at the principal offices
          of Dover Corporation.  Under certain
          circumstances, as set forth in the Amended
          and Restated Rights Agreement, such Rights
          may be redeemed, may expire, or may be
          evidenced by separate certificates and will
          no longer be evidenced by this certificate.
          Dover Corporation will mail to the holder of
          this certificate a copy of the Rights
          Agreement without charge within five days
          after receipt of a written request therefor.
          Under certain circumstances, Rights issued to
          Acquiring Persons (as defined in the Amended
          and Restated Rights Agreement) or certain
          related persons and any subsequent holder of
          such Rights may become null and void with
          respect to certain rights set forth in
          Section 11(a)(ii) and Section 13(a) of the
          Amended and Restated Rights Agreement.

          With respect to such certificates containing the

foregoing legend, until the Distribution Date, the Rights

associated with the Common Stock represented by such certificates

shall be evidenced by such certificates alone, and the surrender

for transfer of any of such certificates shall also constitute

the transfer of the Rights associated with the Common Stock

represented by such certificate.

          
          SECTION 4.  FORM OF RIGHTS CERTIFICATES.
          (a)  The Rights Certificates (and the forms of election

to purchase shares and of assignment to be printed on the reverse

thereof) shall each be substantially in the form set forth in

Exhibit B hereto and may have such marks of identification or

designation and such legends, summaries or endorsements printed

thereon as the Company may deem appropriate and as are not

inconsistent with the provisions of this Agreement, or as may be

required to comply with any applicable law or with any rule or

regulation made pursuant thereto or with any rule or regulation

of any stock exchange on which the Rights may from time to time

be listed, or to conform to usage.  Subject to the provisions of

Section 11 and Section 23 hereof, the Rights Certificates,

whenever distributed, shall be dated as of the Record Date, and

on their face shall entitle the holders thereof to purchase such

number of one four-thousandths of a share of Preferred Stock as

shall be set forth therein at the price per one four-thousandth

of a share set forth therein (the "PURCHASE PRICE"), but the

fraction of a share of Preferred Stock so purchasable upon the

exercise of each Right and the Purchase Price thereof shall be

subject to adjustment as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section

3(a) hereof that represents Rights beneficially owned by an

Acquiring Person or any Associate or Affiliate thereof and any

Rights Certificate issued at any time upon the transfer of any

Rights to such an Acquiring Person or any Associate or Affiliate

thereof or to any nominee of such Acquiring Person, Associate or

Affiliate, and any Rights Certificate issued pursuant to Section

6 or Section 11 upon transfer, exchange, replacement or

adjustment of any other Rights Certificate referred to in this

sentence, shall contain the following legend:



          The Rights represented by this Rights
          Certificate were issued to a Person who was
          an Acquiring Person or an Affiliate or an
          Associate of an Acquiring Person.  This
          Rights Certificate and the Rights represented
          hereby may become void to the extent provided
          by, and under certain circumstances as
          specified in, Section 7(e) of the Amended and
          Restated Rights Agreement.

          The provisions of Section 7(e) of this Rights Agreement

shall be operative whether or not the foregoing legend is

contained on any such Rights Certificate.

          
          SECTION 5.  COUNTERSIGNATURE AND REGISTRATION.
  The Rights Certificates shall be executed on behalf of the

Company by its Chairman of the Board, any Vice Chairman of the

Board, any President or any Vice President, either manually or

by facsimile signature, and shall have affixed thereto the

Company's seal or a facsimile thereof which shall be attested by

the Secretary or an Assistant Secretary of the Company, either

manually or by facsimile signature.  The Rights Certificates

shall be manually countersigned by the Rights Agent and shall

not be valid for any purpose unless so countersigned.  In case

any officer of the Company who shall have signed any of the

Rights Certificates shall cease to be such officer of the

Company before countersignature by the Rights Agent and issuance

and delivery by the Company, such Rights Certificates,

nevertheless, may be countersigned by the Rights Agent, and

issued and delivered by the Company with the same force and

effect as though the person who signed such Rights Certificates

had not ceased to be such officer of the Company; and any Rights

Certificates may be signed on behalf of the Company by any

person who, at the actual date of the execution of such Rights

Certificate, shall be a proper officer of the Company to sign

such Rights Certificate, although at the date of the execution

of this Rights Agreement any such person was not such an

officer.

          Following the Distribution Date, the Rights Agent will

keep or cause to be kept, at one of its offices in New York, New

York, books for registration and transfer of the Rights

Certificates issued hereunder.  Such books shall show the names

and addresses of the respective holders of the Rights

Certificates, the number of Rights evidenced on its face by each

of the Rights Certificates and the date of each of the Rights

Certificates.

          
          SECTION 6.  TRANSFER, SPLIT UP, COMBINATION AND
                      EXCHANGE OF RIGHTS CERTIFICATES;
                      MUTILATED, DESTROYED, LOST OR STOLEN
                      RIGHTS CERTIFICATES.
          Subject to the provisions of Section 15 hereof, at any

time after the close of business on the Distribution Date, and at

or prior to the close of business on the Expiration Date (as

defined below), any Rights Certificate or Certificates may be

transferred, split up, combined or exchanged for another Rights

Certificate or Rights Certificates, entitling the registered

holder to purchase a like number of shares of Preferred Stock as

the Rights Certificate or Rights Certificates surrendered then

entitled such holder to purchase.  Any registered holder desiring

to transfer, split up, combine or exchange any Rights Certificate

shall make such request in writing delivered to the Rights Agent,

and shall surrender the Rights Certificate or Rights Certificates

to be transferred, split up, combined or exchanged at the

principal office of the Rights Agent.  Thereupon the Rights Agent

shall countersign and deliver to the Person entitled thereto a

Rights Certificate or Rights Certificates, as the case may be, as

so requested.  The Company may require payment of a sum

sufficient to cover any tax or governmental charge that may be

imposed in connection with any transfer, split up, combination or

exchange of Rights Certificates.

          Upon receipt by the Company and the Rights Agent of

evidence reasonably satisfactory to them of the loss, theft,

destruction or mutilation of a Rights Certificate, and, in case

of loss, theft or destruction, of indemnity or security

reasonably satisfactory to them, and reimbursement to the Company

and the Rights Agent of all reasonable expenses incidental

thereto, and upon surrender to the Rights Agent and cancellation

of the Rights Certificate if mutilated, the Company will execute

and deliver a new Rights Certificate of like tenor to the Rights

Agent for countersignature and delivery to the registered owner

in lieu of the Rights Certificate so lost, stolen, destroyed or

mutilated.

          
          SECTION 7.  EXERCISE OF RIGHTS; PURCHASE PRICE;
                      EXPIRATION DATE OF RIGHTS.
          (a)  The registered holder of any Rights Certificate

may exercise the Rights evidenced thereby (except as otherwise

provided herein) in whole or in part at any time after the

Distribution Date upon presentation of the Rights Certificate,

with the appropriate form of election to purchase on the reverse

side thereof duly executed, to the Rights Agent at the principal

office of the Rights Agent, together with payment of the Purchase

Price for each one four-thousandth of a share of Preferred Stock

(or such other number of shares or other securities) as to which

the Rights are exercised, at or prior to the earlier of (i) the

close of business on November 7, 2006 (the "FINAL EXPIRATION

DATE"), or (ii) the time at which the Rights are redeemed as

provided in Section 24 hereof (such earlier time being herein

referred to as the "EXPIRATION DATE").  Notwithstanding any other

provision of this Agreement, any Person who prior to the

Distribution Date becomes a record holder of shares of Common

Stock may exercise all of the rights of a registered holder of a

Rights Certificate with respect to the Rights associated with

such shares of Common Stock in accordance with and subject to the

provisions of this Agreement, including the provisions of Section

7(e) hereof, as of the date such Person becomes a record holder

of shares of Common Stock.

          (b)  The Purchase Price for each one four-thousandth

share of Preferred Stock pursuant to the exercise of a Right

shall initially be $200.00, shall be subject to adjustment from

time to time as provided in Sections 11 and 13 hereof and shall

be payable in lawful money of the United States of America in

accordance with paragraph (c) below.

          (c)  Upon receipt of a Rights Certificate representing

exercisable Rights, with the appropriate form of election to

purchase duly executed, accompanied by payment of the Purchase

Price for the shares (or other securities or property) to be

purchased and an amount equal to any applicable transfer tax (as

determined by the Rights Agent) in cash, or by certified check or

bank draft payable to the order of the Company, the Rights Agent

shall, subject to Section 21(k), thereupon promptly (i) (A)

requisition from any transfer agent of the shares of Preferred

Stock (or make available, if the Rights Agent is the transfer

agent) certificates for the number of shares of Preferred Stock

to be purchased, and the Company hereby irrevocably authorizes

its transfer agent to comply with all such requests, or (B) if

the Company, in its sole discretion, shall have elected to

deposit the shares of Preferred Stock issuable upon exercise of

the Rights hereunder into a depositary, requisition from the

depositary agent depositary receipts representing such number of

one four-thousandths of a share of Preferred Stock as are to be

purchased (in which case certificates for the shares of Preferred

Stock represented by such receipts shall be deposited by the

transfer agent with the depositary agent) and the Company will

direct the depositary agent to comply with such request, (ii)

when appropriate, requisition from the Company the amount of

cash, if any, to be paid in lieu of issuance of fractional shares

in accordance with Section 15, (iii) promptly after receipt of

such certificates or depositary receipts, cause the same to be

delivered to or upon the order of the registered holder of such

Rights Certificate, registered in such name or names as may be

designated by such holder and (iv) when appropriate, after

receipt promptly deliver such cash to or upon the order of the

registered holder of such Rights Certificate.  In the event that

the Company is obligated to issue other securities of the

Company, and/or distribute other property pursuant to

Section 11(a), the Company will make all arrangements necessary

so that such other securities and/or property are available for

distribution by the Rights Agent, if and when appropriate.  In

addition, in the case of an exercise of the Rights by a holder

pursuant to Section 11(a)(ii), the Rights Agent shall return such

Rights Certificate to the registered holder thereof after

imprinting, stamping or otherwise indicating thereon that the

rights represented by such Rights Certificate no longer include

the rights provided by Section 11(a)(ii) of the Rights Agreement

and if less than all the Rights represented by such Rights

Certificate were so exercised, the Rights Agent shall indicate on

the Rights Certificate the number of Rights represented thereby

which continue to include the rights provided by

Section 11(a)(ii).

          (d)  In case the registered holder of any Rights

Certificate shall exercise (except pursuant to Section 11(a)(ii))

less than all the Rights evidenced thereby, a new Rights

Certificate evidencing Rights equivalent to the Rights remaining

unexercised shall be issued by the Rights Agent and delivered to

the registered holder of such Rights Certificate or to his duly

authorized assigns, subject to the provisions of Section 15

hereof.

          (e)  Notwithstanding anything in this Agreement to the

contrary, if an Acquiring Person or an Associate or Affiliate of

an Acquiring Person engages in or there occurs one or more of the

transactions set forth in Section 11(a)(ii) or Section 13(a) on

or after the time the Acquiring Person became such, then any

Rights that are or were on or after the earlier of the

Distribution Date or the Stock Acquisition Date beneficially

owned by an Acquiring Person or any Associate or Affiliate shall

become void with respect to the rights provided under Section

11(a)(ii) and Section 13(a) and any holder of such Rights shall

thereafter have no right to exercise such Rights under the

provisions of Section 11(a)(ii) and Section 13(a).

          (f)  Notwithstanding anything in this Agreement to the

contrary, neither the Rights Agent nor the Company shall be

obligated to undertake any action with respect to a registered

holder upon the occurrence of any purported exercise as set forth

in this Section 7 unless the certificate contained in the

appropriate form of election to purchase set forth on the reverse

side of the Rights Certificate surrendered for such exercise

shall have been properly completed and duly executed by the

registered holder thereof and the Company shall have been

provided with such additional evidence of the identity of the

Beneficial Owner (or former Beneficial Owner) or Affiliates or

Associates thereof as the Company shall reasonably request.

          
          SECTION 8.  CANCELLATION AND DESTRUCTION OF RIGHTS
                      CERTIFICATES.
  All Rights Certificates surrendered for the purpose of

exercise, transfer, split up, combination or exchange shall, if

surrendered to the Company or any of its agents, be delivered to

the Rights Agent for cancellation or in cancelled form, or, if

surrendered to the Rights Agent, shall be cancelled by it, and no

Rights Certificates shall be issued in lieu thereof except as

expressly permitted by any of the provisions of this Rights

Agreement.  The Company shall deliver to the Rights Agent for

cancellation and retirement, and the Rights Agent shall so cancel

and retire, any other Rights Certificate purchased or acquired by

the Company otherwise than upon the exercise thereof.  The Rights

Agent shall deliver all cancelled Rights Certificates to the

Company, or shall, at the written request of the Company, destroy

such cancelled Rights Certificates, and in such case shall

deliver a certificate of destruction thereof to the Company.

          
          SECTION 9.  RESERVATION AND AVAILABILITY OF PREFERRED
                      STOCK.
  The Company covenants and agrees that it will cause to be

reserved and kept available out of its authorized and unissued

shares of Preferred Stock, or any authorized and issued shares

of Preferred Stock held in its treasury, the number of shares of

Preferred Stock that will be sufficient to permit the exercise

in full of all outstanding Rights and, after the occurrence of

an event specified in Section 11, shall so reserve and keep

available a sufficient number of shares of Preferred Stock

(and/or other securities) which may be required to permit the

exercise in full of the Rights pursuant to this Agreement.

          So long as the shares of Preferred Stock (and, after

the occurrence of an event specified in Section 11, any other

securities) issuable upon the exercise of the Rights may be

listed on any national securities exchange, the Company shall use

its best efforts to cause, from and after such time as the Rights

become exercisable, all shares (or other securities) reserved for

such issuance to be listed on such exchange upon official notice

of issuance upon such exercise.

          The Company covenants and agrees that it will take all

such action as may be necessary to ensure that all shares of

Preferred Stock and/or other securities delivered upon exercise

of Rights shall, at the time of delivery of the certificates for

such shares or other securities (subject to payment of the

Purchase Price), be duly and validly authorized and issued and

fully paid and nonassessable shares or securities.

          The Company further covenants and agrees that it will

pay when due and payable any and all federal and state transfer

taxes and charges which may be payable in respect of the issuance

or delivery of the Rights Certificates or of any certificates for

shares of Preferred Stock and/or other securities upon the

exercise of Rights.  The Company shall not, however, be required

to pay any transfer tax which may be payable in respect of any

transfer or delivery of Rights Certificates to a person other

than, or in respect of the issuance or delivery of the shares of

Preferred Stock and/or other securities in a name other than that

of, the registered holder of the Rights Certificates evidencing

Rights surrendered for exercise or to issue or deliver any

certificates for shares of Preferred Stock, and/or other

securities in a name other than that of the registered holder

upon the exercise of any Rights until such tax shall have been

paid (any such tax being payable by the holder of such Rights

Certificate at the time of surrender) or until it has been

established to the Company's satisfaction that no such tax is

due.

          The Company shall use its best efforts to (i) file, as

soon as practicable following the Distribution Date, a

registration statement under the Securities Act of 1933, as

amended (the "Act"), with respect to the securities purchasable

upon exercise of the Rights on an appropriate form, (ii) cause

such registration statement to become effective as soon as

practicable after such filing, and (iii) cause such registration

statement to remain effective (with a prospectus at all times

meeting the requirements of the Act and the rules and regulations

thereunder) until the date of the expiration of the rights

provided by Section 11(a)(ii).  The Company will also take such

action as may be appropriate under the blue sky laws of the

various states.

          
          SECTION 10. PREFERRED STOCK RECORD DATE.
  Each person in whose name any certificate for shares of

Preferred Stock (or other securities) is issued upon the

exercise of Rights shall for all purposes be deemed to have

become the holder of record of the shares of Preferred Stock (or

other securities) represented thereby on, and such certificate

shall be dated, the date upon which the Rights Certificate

evidencing such Rights was duly presented and payment of the

Purchase Price (and any applicable transfer taxes) was made;

PROVIDED, HOWEVER, that if the date of such presentation and

payment is a date upon which the Preferred Stock (or other

securities) transfer books of the Company are closed, such

person shall be deemed to have become the record holder of such

shares on, and such certificate shall be dated, the next

succeeding Business Day on which the Preferred Stock (or other

securities) transfer books of the Company are open.  Prior to

the exercise of the Rights evidenced thereby, the holder of a

Rights Certificate, as such, shall not be entitled to any rights

of a shareholder of the Company with respect to shares for which

the Rights shall be exercisable, including, without limitation,

the right to vote, to receive dividends or other distributions

or to exercise any preemptive rights, and shall not be entitled

to receive any notice of any proceedings of the Company, except

as provided herein.

          
          SECTION 11.              ADJUSTMENT OF PURCHASE PRICE,
                      NUMBER AND KIND OF SHARES OR NUMBER OF
                      RIGHTS.
          The Purchase Price, the number of shares covered by

each Right and the number of Rights outstanding are subject to

adjustment from time to time as provided in this Section 11.

          (a)(i)   In the event the Company shall at any time

after the date of this Agreement (A) declare a dividend on the

Preferred Stock payable in shares of Preferred Stock, (B)

subdivide the outstanding Preferred Stock, (C) combine the

outstanding Preferred Stock into a smaller number of shares or

(D) issue any shares of its capital stock in a reclassification

of the Preferred Stock (including any such reclassification in

connection with a consolidation or merger in which the Company is

the continuing or surviving corporation), except as otherwise

provided in this Section 11(a) and in Section 7(e), the Purchase

Price in effect at the time of the record date for such dividend

or of the effective date of such subdivision, combination or

reclassification, and the number and kind of shares of capital

stock issuable on such date, shall be proportionately adjusted so

that the holder of any Right exercised after such time shall be

entitled to receive the aggregate number and kind of shares of

capital stock and other securities which, if such Right had been

exercised immediately prior to such date and at a time when the

Preferred Stock transfer books of the Company were open, such

holder would have owned upon such exercise and been entitled to

receive by virtue of such dividend, subdivision, combination or

reclassification.  If an event occurs which would require an

adjustment under both Section 11(a)(i) and Section 11(a)(ii), the

adjustment provided for in this Section 11(a)(i) shall be in

addition to, and shall be made prior to any adjustment required

pursuant to Section 11(a)(ii).

               (ii)                In the event that any Person

          (other than the Company, any subsidiary of the Company,

          any employee benefit plan of the Company or any of its

          subsidiaries or any entity holding securities of the

          Company organized, appointed or established by the

          Company or any of its subsidiaries for or pursuant to

          the terms of any such plan), alone or together with its

          Affiliates and Associates, shall become an Acquiring

          Person (except pursuant to a tender or exchange offer

          for all outstanding shares of Common Stock at a price

          and on terms determined by at least a majority of the

          members of the Board of Directors who are not officers

          of the Company to be both adequate and otherwise in the

          best interests of the Company and its shareholders

          (other than the Person or an Affiliate or Associate

          thereof on whose behalf the offer is being made)), then

          proper provision shall be made so that each holder of a

          Right, except as provided in Section 7(e) hereof,

          shall, for a period of 60 days after the later of the

          occurrence of any such event and the effective date of

          an appropriate registration statement pursuant to

          Section 9, have a right to receive, upon exercise

          thereof at the then current Purchase Price in

          accordance with the terms of this Agreement, in lieu of

          shares of Preferred Stock, such number of shares of

          Common Stock of the Company as shall equal the result

          obtained by (x) multiplying the then current Purchase

          Price by the then number of one four-thousandths of a

          share of Preferred Stock for which a Right is then

          exercisable and dividing that product by (y) 50% of the

          current market price per one share of Common Stock

          (determined pursuant to Section 11(d)) on the date of

          the occurrence of the event set forth in this

          subparagraph (ii) (such number of shares being referred

          to as the "number of Adjustment Shares"); PROVIDED,

          HOWEVER, that if the transaction that would otherwise

          give rise to the foregoing adjustment is also subject

          to the provisions of Section 13 hereof, then only the

          provisions of Section 13 hereof shall apply and no

          adjustment shall be made pursuant to this Section

          11(a)(ii).

               (iii)  In the event that there shall not be

          sufficient treasury shares or authorized but unissued

          shares of Common Stock to permit the exercise in full

          of the Rights in accordance with the foregoing

          subparagraph (ii) and the Rights become so exercisable,

          notwithstanding any other provision of this Agreement,

          to the extent necessary and permitted by applicable law

          and any agreements in effect on the date hereof to

          which it is a party, each Right shall thereafter

          represent the right to receive, upon exercise thereof

          at the then current Purchase Price in accordance with

          the terms of this Agreement, a number of shares, or

          units of shares, of (x) Common Stock (up to the maximum

          number of shares of Common Stock which may permissibly

          be issued using the allocation procedure specified in

          the second sentence of Section 11(k)) and (y) preferred

          stock (or other equity securities) of the Company,

          including, but not limited to Preferred Stock, equal in

          the aggregate to the number of Adjustment Shares where

          the Board of Directors of the Company shall have deemed

          such shares or units, other than the shares of Common

          Stock, to have at least the same economic value as the

          Common Stock (a "common stock equivalent") (one four-

          thousandth of a share of Preferred Stock shall be

          deemed to be a common stock equivalent); PROVIDED,

          HOWEVER, if there are unavailable sufficient shares (or

          fractions of shares) of Common Stock and/or common

          stock equivalents, then the Company shall take all such

          action as may be necessary to authorize additional

          shares of Common Stock or common stock equivalents for

          issuance upon exercise of the Rights, including the

          calling of a meeting of shareholders; AND PROVIDED,

          FURTHER, that the Company shall issue no common stock

          equivalent upon exercise of the Rights until the

          Company has first issued all authorized and unreserved

          shares of Common Stock; AND PROVIDED, FURTHER, that if

          the Company is unable to cause sufficient shares of

          Common Stock and/or common stock equivalents to be

          available for issuance upon exercise in full of the

          Rights, then each Right shall thereafter represent the

          right to receive the Adjusted Number of Common Shares

          upon exercise at the Adjusted Purchase Price (as such

          terms are hereinafter defined).  As used herein, the

          term Adjusted Number of Common Shares shall be equal to

          that number of shares (or fractions of shares) of

          Common Stock (and/or shares or units of common stock

          equivalents) equal to the product of (x) the number of

          Adjustment Shares and (y) a fraction, the numerator of

          which is the number of shares of Common Stock (and/or

          shares or units of common stock equivalents) available

          for issuance upon exercise of the Rights and the

          denominator of which is the aggregate number of

          Adjustment Shares otherwise issuable upon exercise in

          full of all Rights (assuming there were sufficient

          shares of Common Stock available) (such fraction being

          referred to as the "PRORATION FACTOR").  The Adjusted

          Purchase Price shall mean the product of the Purchase

          Price and the Proration Factor.  The Board of Directors

          may, but shall not be required to, establish procedures

          to allocate the right to receive Common Stock and

          common stock equivalents upon exercise of the Rights

          among holders of Rights.

          (b) If the Company shall fix a record date for the

issuance of rights, options or warrants to all holders of

Preferred Stock entitling them (for a period expiring within 45

calendar days after such record date) to subscribe for or

purchase Preferred Stock (or shares having the same or more

favorable rights, privileges and preferences as the Preferred

Stock ("EQUIVALENT PREFERRED STOCK")) or securities convertible

into Preferred Stock or equivalent preferred stock at a price per

share of Preferred Stock or per share of equivalent preferred

stock (or having a conversion price per share, if a security

convertible into Preferred Stock or equivalent preferred stock)

less than the current market price (as defined in Section 11(d))

per share of Preferred Stock on such record date, the Purchase

Price to be in effect after such record date shall be determined

by multiplying the Purchase Price in effect immediately prior to

such record date by a fraction, the numerator of which shall be

the number of shares of Preferred Stock outstanding on such

record date, plus the number of shares of Preferred Stock which

the aggregate offering price of the total number of shares of

Preferred Stock and/or equivalent preferred stock to be offered

(and/or the aggregate initial conversion price of the convertible

securities so to be offered) would purchase at such current

market price and the denominator of which shall be the number of

shares of Preferred Stock outstanding on such record date, plus

the number of additional shares of Preferred Stock and/or

equivalent preferred stock to be offered for subscription or

purchase (or into which the convertible securities so to be

offered are initially convertible).  In case such subscription

price may be paid in a consideration part or all of which shall

be in a form other than cash, the value of such consideration

shall be determined reasonably and with good faith to the holders

of Rights by the Board of Directors of the Company, whose

determination shall be described in a statement filed with the

Rights Agent and shall be binding on the Rights Agent.  Shares of

Preferred Stock owned by or held for the account of the Company

shall not be deemed outstanding for the purpose of any such

computation.  Such adjustment shall be made successively whenever

such a record date is fixed; and in the event that such rights or

warrants are not so issued, the Purchase Price shall be adjusted

to be the Purchase Price which would then be in effect if such

record date had not been fixed.

          (c) If the Company shall fix a record date for the

making of a distribution to all holders of Preferred Stock

(including any such distribution made in connection with a

consolidation or merger in which the Company is the continuing

corporation) of evidences of indebtedness, cash (other than a

regular quarterly cash dividend out of the earnings or retained

earnings of the Company), assets (other than a dividend payable

in Preferred Stock, but including any dividend payable in stock

other than Preferred Stock) or subscription rights or warrants

(excluding those referred to in Section 11(b)), the Purchase

Price to be in effect after such record date shall be determined

by multiplying the Purchase Price in effect immediately prior to

such record date by a fraction, the numerator of which shall be

the current market price (as defined in Section 11(d)) per share

of Preferred Stock on such record date, less the fair market

value (as determined reasonably and with good faith to the

holders of Rights by the Board of Directors of the Company, whose

determination shall be described in a statement filed with the

Rights Agent and shall be binding on the Rights Agent) of the

portion of the cash, assets or evidences of indebtedness so to be

distributed or of such subscription rights or warrants

distributable in respect of one share of Preferred Stock and the

denominator of which shall be the current market price per share

of the Preferred Stock.  Such adjustments shall be made

successively whenever such a record date is fixed; and in the

event that such distribution is not so made, the Purchase Price

shall again be adjusted to be the Purchase Price which would be

in effect if such record date had not been fixed.

          (d)(i)   For the purpose of any computation hereunder,

other than in Section 11(a)(iii), the "CURRENT MARKET PRICE" per

share of Common Stock on any date shall be deemed to be the

average of the daily closing prices per share of such Common

Stock for the 30 consecutive Trading Days (as such term is

hereinafter defined) immediately prior to such date; PROVIDED,

HOWEVER, that in the event that the current per share market

price of the Common Stock is determined during a period following

the announcement by the issuer of such Common Stock of (A) a

dividend or distribution on such Common Stock payable in shares

of such Common Stock or securities convertible into shares of

such Common Stock or (B) any subdivision, combination or

reclassification of such Common Stock, and prior to the

expiration of 30 Trading Days after the ex-dividend date for such

dividend or distribution, or the record date for such

subdivision, combination or reclassification, then, and in each

such case, the "current market price" shall be properly adjusted

to take into account ex-dividend trading.  The closing price for

each day shall be the last sale price, regular way, or, in case

no such sale takes place on such day, the average of the closing

bid and asked prices, regular way, in either case as reported in

the principal consolidated transaction reporting system with

respect to securities listed or admitted to trading on the New

York Stock Exchange or, if the shares of Common Stock are not

listed or admitted to trading on the New York Stock Exchange, as

reported in the principal consolidated transaction reporting

system with respect to securities listed on the principal

national securities exchange on which the shares of Common Stock

are listed or admitted to trading or, if the shares of Common

Stock are not listed or admitted to trading on any national

securities exchange, the last quoted price or, if not so quoted,

the average of the high bid and low asked prices in the over-the-

counter market, as reported by the National Association of

Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or

such other system then in use, or, if on any such date the shares

of Common Stock are not quoted by any such organization, the

average of the closing bid and asked prices as furnished by a

professional market maker making a market in the Common Stock

selected by the Board of Directors of the Company.  If on any

such date no market maker is making a market in the Common Stock,

the fair value of such shares on such date as determined

reasonably and with good faith by the Board of Directors of the

Company shall be used and shall be binding on the Rights Agent.

The term, "Trading Day" shall mean a day on which the principal

national securities exchange on which the shares of Common Stock

are listed or admitted to trading is open for the transaction of

business or, if the shares of Common Stock are not listed or

admitted to trading on any national securities exchange, a

Business Day.  If the Common Stock is not publicly held or not so

listed or traded, "current market price" per share shall mean the

fair value per share determined reasonably and with good faith to

the holders of Rights by the Board of Directors of the Company,

whose determination shall be described in a statement filed with

the Rights Agent and shall be binding on the Rights Agent.

          (ii)     For the purpose of any computation hereunder,

the "current market price" per share (or one four-thousandth of a

share) of Preferred Stock shall be determined in the same manner

as set forth above for the Common Stock in clause (i) of this

Section 11(d) (other than the last sentence thereof).  If the

current market price per share (or one four-thousandth of a

share) of Preferred Stock cannot be determined in the manner

provided above or if the Preferred Stock is not publicly held or

listed or traded in a manner described in clause (i) of this

Section 11(d), the "current market price" per share of Preferred

Stock shall be conclusively deemed to be an amount equal to 1000

(as such number may be appropriately adjusted for such events as

stock splits, stock dividends and recapitalizations with respect

to the Common Stock occurring after the date of this Agreement)

multiplied by the current market price per share of the Common

Stock and the "current market price" per one four-thousandth of a

share of Preferred Stock shall be equal to the current market

price per share of the Common Stock (as appropriately adjusted).

If neither the Common Stock nor the Preferred Stock is publicly

held or so listed or traded, "current market price" per share

shall mean the fair value per share as determined in good faith

by the Board of Directors of the Company, whose determination

shall be described in a statement filed with the Rights Agent and

shall be conclusive for all purposes.

          (e) Anything herein to the contrary notwithstanding, no

adjustment in the Purchase Price shall be required unless such

adjustment would require an increase or decrease of at least 1%

in the Purchase Price; PROVIDED, HOWEVER, that any adjustments

which by reason of this Section 11(e) are not required to be made

shall be carried forward and taken into account in any subsequent

adjustment.  All calculations under this Section 11 shall be made

to the nearest cent or to the nearest ten-thousandth of a share

of Common Stock or other share or one-millionth of a share of

Preferred Stock, as the case may be.  Notwithstanding the first

sentence of this Section 11(e), any adjustment required by this

Section 11 shall be made no later than the earlier of (i) three

years from the date of the transaction which mandates such

adjustment or (ii) the Expiration Date.

          (f) If as a result of any provision of Section 11(a),

the holder of any Right thereafter exercised shall become

entitled to receive any shares of capital stock of the Company

other than Preferred Stock, thereafter the number of such other

shares so receivable upon exercise of any Right shall be subject

to adjustment from time to time in a manner and on terms as

nearly equivalent as practicable to the provisions with respect

to the shares contained in Section 11(a) through (c), inclusive,

and the provisions of Sections 7, 9, 10, 13 and 15 hereof with

respect to the Preferred Stock shall apply on like terms to any

such other shares.

          (g) All Rights originally issued by the Company

subsequent to any adjustment made to the Purchase Price hereunder

shall evidence the right to purchase, at the adjusted Purchase

Price, the number of shares of Preferred Stock purchasable from

time to time hereunder upon exercise of the Rights, all subject

to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its

election as provided in Section 11(i), upon each adjustment of

the Purchase Price as a result of the calculations made in

Section 11(b) and (c), each Right outstanding immediately prior

to the making of such adjustment shall thereafter evidence the

right to purchase, at the adjusted Purchase Price, that number of

one four-thousandths of a share of Preferred Stock (calculated to

the nearest one-millionth) obtained by (i) multiplying (x) the

number of one four-thousandths of a share of Preferred Stock

covered by a Right immediately prior to this adjustment by (y)

the Purchase Price in effect immediately prior to such adjustment

of the Purchase Price and (ii) dividing the product so obtained

by the Purchase Price in effect immediately after such adjustment

of the Purchase Price.

          (i) The Company may elect on or after the date of any

adjustment of the Purchase Price to adjust the number of Rights,

in substitution for any adjustment in the number of shares of

Preferred Stock purchasable upon the exercise of a Right.  Each

of the Rights outstanding after the adjustment in the number of

Rights shall be exercisable for the number of one four-

thousandths of a share of Preferred Stock for which a Right was

exercisable immediately prior to such adjustment.  Each Right

held of record prior to such adjustment of the number of Rights

shall become that number of Rights (calculated to the nearest ten-

thousandth) obtained by dividing the Purchase Price in effect

immediately prior to adjustment of the Purchase Price by the

Purchase Price in effect immediately after adjustment of the

Purchase Price.  The Company shall make a public announcement of

its election to adjust the number of Rights, indicating the

record date for the adjustment, and, if known at the time, the

amount of the adjustment to be made.  This record date may be the

date on which the Purchase Price is adjusted or any day

thereafter, but, if the Rights Certificates have been issued,

shall be at least 10 days later than the date of the public

announcement.  If Rights Certificates have been issued, upon each

adjustment of the number of Rights pursuant to this Section

11(i), the Company shall, as promptly as practicable, cause to be

distributed to holders of record of Rights Certificates on such

record date Rights Certificates evidencing, subject to Section 15

hereof, the additional Rights to which such holders shall be

entitled as a result of such adjustment, or, at the option of the

Company, shall cause to be distributed to such holders of record

in substitution and replacement for the Rights Certificates held

by such holders prior to the date of adjustment, and upon

surrender thereof, if required by the Company, new Rights

Certificates evidencing all the Rights to which such holders

shall be entitled after such adjustment.  Rights Certificates so

to be distributed shall be issued, executed and countersigned in

the manner provided for herein (and may bear, at the option of

the Company, the adjusted Purchase Price) and shall be registered

in the names of the holders of record of Rights Certificates on

the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the

Purchase Price or the number of shares of Preferred Stock

issuable upon the exercise of the Rights, the Rights Certificates

theretofore and thereafter issued may continue to express the

Purchase Price per share and the number of shares which were

expressed in the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an

adjustment reducing the Purchase Price below the then par value,

if any, of the shares of Preferred Stock, Common Stock or other

securities issuable upon exercise of the Rights, the Company

shall take any corporate action which may, in the opinion of its

counsel, be necessary in order that the Company may validly and

legally issue fully paid and nonassessable shares of Preferred

Stock, Common Stock or other securities at such adjusted Purchase

Price.  If upon any exercise of the Rights, a holder is to

receive a combination of Common Stock and common stock

equivalents, a portion of the consideration paid upon such

exercise, equal to at least the then par value of a share of

Common Stock of the Company, shall be allocated as the payment

for each share of Common Stock of the Company so received.

          (l) In any case in which this Section 11 shall require

that an adjustment in the Purchase Price be made effective as of

a record date for a specified event, the Company may elect to

defer until the occurrence of such event the issuing to the

holder of any Right exercised after such record date the shares

of Preferred Stock and other capital stock or securities of the

Company, if any, issuable upon such exercise over and above the

shares of Preferred Stock and other capital stock or securities

of the Company, if any, issuable upon such exercise on the basis

of the Purchase Price in effect prior to such adjustment;

PROVIDED, HOWEVER, that the Company shall deliver to such holder

a due bill or other appropriate instrument evidencing such

holder's right to receive such additional shares upon the

occurrence of the event requiring such adjustment.

          (m) Anything to the contrary in this Section 11

notwithstanding, the Company shall be entitled to make such

reductions in the Purchase Price, in addition to those

adjustments expressly required by this Section 11, as and to the

extent that it in its sole discretion shall determine to be

advisable in order that any consolidation or subdivision of the

Preferred Stock, issuance wholly for cash of any shares of

Preferred Stock at less than the current market price, issuance

wholly for cash of shares of Preferred Stock or securities which

by their terms are convertible into or exchangeable for shares of

Preferred Stock, stock dividends or issuance of rights, options

or warrants referred to hereinabove in this Section 11, hereafter

made by the Company to holders of its Preferred Stock shall not

be taxable to such shareholders.

          (n) Anything in this Agreement to the contrary

notwithstanding, in the event that the Company shall at any time

after the date of this Agreement and prior to the Distribution

Date (i) declare a dividend on the outstanding shares of Common

Stock payable in shares of Common Stock, (ii) subdivide the

outstanding Common Stock, (iii) combine the outstanding Common

Stock into a smaller number of shares, or (iv) issue any shares

of its capital stock in a reclassification of the outstanding

Common Stock, then in any such case (A) the fractional number of

a share of Preferred Stock purchasable after such event upon

proper exercise of such Right shall be determined by multiplying

the number of one four-thousandths of shares of Preferred Stock

so purchasable immediately prior to such event by a fraction, the

numerator of which is the number of shares of Common Stock

outstanding immediately before such event and the denominator of

which is the number of shares of Common Stock outstanding

immediately after such event (the "Fraction"), (B) all references

in this Agreement to one four-thousandth of a share of Preferred

Stock shall be deemed to refer to the fractional number of a

share of Preferred Stock resulting from the multiplication in the

preceding clause (A), and (C) each share of Common Stock

outstanding immediately after such event shall have issued with

respect to it that number of Rights which each share of Common

Stock outstanding immediately prior to such event had issued with

respect to it.  The adjustments provided for in this Section

11(n) shall be made successively whenever such a dividend is

declared or such a subdivision, combination or consolidation is

effected, and immediately after such event, the Purchase Price

with respect to each fraction of a share of Preferred Stock

purchasable upon exercise of a Right (as determined pursuant to

clause (A) and (B) above) shall equal the Purchase Price

immediately prior to such event multiplied by the Fraction.

          (o) The exercise of Rights under Section 11(a)(ii)

shall only result in the loss of rights under Section 11(a)(ii)

to the extent so exercised and shall not otherwise affect the

rights represented by the Rights under this Rights Agreement,

including the rights represented by Section 13.

          
          SECTION 12.
                      CERTIFICATE OF ADJUSTED PURCHASE PRICE OR
                      NUMBER OF SHARES.
  Whenever an adjustment is made as provided in Sections 11 and

13 hereof, the Company shall (a) promptly prepare a certificate

setting forth such adjustment and a brief statement of the facts

accounting for such adjustment, (b) promptly file with the

Rights Agent and with each transfer agent for the Preferred

Stock and the Common Stock a copy of such certificate and (c)

mail a brief summary thereof to each holder of a Rights

Certificate in accordance with Section 27 hereof.  The Rights

Agent shall be fully protected in relying on any such

certificate and on any adjustment therein contained.

          
          SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER
                      OF ASSETS OR EARNING POWER.
          (a)  In the event that, following the Stock Acquisition

Date, directly or indirectly, (x) the Company shall consolidate

with, or merge with and into, any other Person, (y) any Person

shall consolidate with the Company, or merge with and into the

Company and the Company shall be the continuing or surviving

corporation of such merger (other than, in the case of either

transaction described in (x) or (y), a merger or consolidation

which would result in all of the Voting Power represented by the

securities of the Company outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by

being converted into securities of the surviving entity) all of

the Voting Power represented by the securities of the Company or

such surviving entity outstanding immediately after such merger

or consolidation and the holders of such securities not having

changed as a result of such merger or consolidation), or (z) the

Company shall sell, mortgage or otherwise transfer (or one or

more of its subsidiaries shall sell, mortgage or otherwise

transfer), in one or more transactions, assets or earning power

aggregating more than 50% of the assets or earning power of the

Company and its subsidiaries (taken as a whole) to any other

Person, then, and in each such case, proper provision shall be

made so that (i) following the Distribution Date, each holder of

a Right, subject to Section 7(e), shall have the right to

receive, upon the exercise thereof at the then current Purchase

Price in accordance with the terms of this Agreement, such number

of shares of freely tradeable Common Stock of the Principal Party

(as hereinafter defined), free and clear of liens, rights of call

or first refusal, encumbrances or other adverse claims, as shall

be equal to the result obtained by (1) multiplying the then

current Purchase Price by the number of one four-thousandths of a

share of Preferred Stock for which a Right is then exercisable

(without taking into account any adjustment previously made

pursuant to Section 11(a)(ii) hereof) and dividing that product

by (2) 50% of the current market price per share of the Common

Stock of such Principal Party (determined pursuant to Section

11(d) hereof) on the date of consummation of such consolidation,

merger, sale or transfer; (ii) such Principal Party shall

thereafter be liable for, and shall assume, by virtue of such

consolidation, merger sale or transfer, all the obligations and

duties of the Company pursuant to this Agreement; (iii) the term

"Company" shall thereafter be deemed to refer to such Principal

Party, it being specifically intended that the provisions of

Section 11 hereof shall apply to such Principal Party; and (iv)

such Principal Party shall take such steps (including, but not

limited to, the reservation of a sufficient number of shares of

its Common Stock in accordance with Section 9 hereof) in

connection with such consummation as may be necessary to assure

that the provisions hereof shall thereafter be applicable, as

nearly as reasonably may be, in relation to its shares of Common

Stock thereafter deliverable upon the exercise of the Rights.

          (b)  "Principal Party" shall mean

               (i)  in the case of any transaction described in

          (x) or (y) of the first sentence of this Section 13,

          the Person that is the issuer of any securities into

          which shares of Common Stock of the Company are

          converted in such merger or consolidation, and if no

          securities are so issued, the Person that is the other

          party to the merger or consolidation (including, if

          applicable, the Company, if it is the surviving

          corporation); and

               (ii) in the case of any transaction described in

          (z) of the first sentence in this Section 13, the

          Person that is the party receiving the greatest portion

          of the assets or earning power transferred pursuant to

          such transaction or transactions; PROVIDED, HOWEVER,

          that in any such case, (1) if the Common Stock of such

          Person is not at such time and has not been

          continuously over the preceding 12-month period

          registered under Section 12 of the Exchange Act, and

          such Person is a direct or indirect subsidiary or

          Affiliate of another Person, "Principal Party" shall

          refer to such other Person; (2) in case such Person is

          a subsidiary, directly or indirectly, or Affiliate of

          more than one Person, the Common Stocks of two or more

          of which are and have been so registered, "Principal

          Party" shall refer to whichever of such Persons is the

          issuer of the Common Stock having the greatest

          aggregate market value; and (3) in case such Person is

          owned, directly or indirectly, by a joint venture

          formed by two or more Persons that are not owned,

          directly or indirectly, by the same Person, the rules

          set forth in (1) and (2) above shall apply to each of

          the chains of ownership having an interest in such

          joint venture as if such party were a "Subsidiary" of

          both or all of such joint venturers and the Principal

          Parties in each such chain shall bear the obligations

          set forth in this Section 13 in the same ratio as their

          direct or indirect interests in such Person bear to the

          total of such interests.

          (c)  The Company shall not consummate any such

consolidation, merger, sale or transfer unless prior thereto the

Company and each Principal Party and each other Person who may

become a Principal Party as a result of such consolidation,

merger, sale or transfer shall have executed and delivered to the

Rights Agent a supplemental agreement providing for the terms set

forth in paragraphs (a) and (b) of this Section 13 and further

providing that, as soon as practicable after the date of any

consolidation, merger, sale or transfer of assets mentioned in

paragraph (a) of this Section 13, the Principal Party at its own

expense will

               (i)  prepare and file a registration statement

          under the Act with respect to the Rights and the

          securities purchasable upon exercise of the Rights on

          an appropriate form, will use its best efforts to cause

          such registration statement to become effective as soon

          as practicable after such filing and will use its best

          efforts to cause such registration statement to remain

          effective (with a prospectus at all times meeting the

          requirements of the Act) until the Expiration Date;

               (ii) use its best efforts to qualify or register

          the Rights and the securities purchasable upon exercise

          of the Rights under the blue sky laws of such

          jurisdictions as may be necessary or appropriate; and

               (iii)     deliver to holders of the Rights

          historical financial statements for the Principal Party

          and each of its Affiliates which comply in all material

          respects with the requirements for registration on Form

          10 under the Exchange Act.

          The provisions of this Section 13 shall similarly apply

to successive mergers or consolidations or sales or other

transfers.  The rights under this Section 13 shall be in addition

to the rights to exercise Rights and adjustments under Section

11(a)(ii) and shall survive any exercise thereunder.

          
          SECTION 14.
  After the Stock Acquisition Date, the Company covenants and

agrees that it shall not (i) consolidate with, (ii) merge with

or into, or (iii) sell or transfer to, in one or more

transactions, assets or earning power aggregating more than 50%

of the assets or earning power of the Company and its

subsidiaries taken as a whole, any other Person if at the time

of or after such consolidation, merger or sale there are any

charter or by-law provisions or any rights, warrants or other

instruments outstanding or any other action taken which would

diminish or otherwise eliminate the benefits intended to be

afforded by the Rights.  The Company shall not consummate any

such consolidation, merger or sale unless prior thereto the

Company and such other Person shall have executed and delivered

to the Rights Agent a supplemental agreement evidencing

compliance with this subsection.

          (b)  The Company covenants and agrees that, after the

Stock Acquisition Date, it will not, except as permitted by

Sections 24 and 26 hereof, take any action the purpose or effect

of which is to diminish or otherwise eliminate the benefits

intended to be afforded by the Rights.

          
          SECTION 15. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
          (a)  The Company shall not be required to issue

fractions of Rights, or to distribute Rights Certificates which

evidence fractional Rights.  In lieu of such fractional Rights,

there shall be paid to the registered holders of the Rights

Certificates with regard to which such fractional Rights would

otherwise be issuable, an amount in cash equal to the same

fraction of the current market value of a whole Right.  For the

purposes of this Section 15(a), the current market value of a

whole Right shall be the closing price of the Rights for the

Trading Day immediately prior to the date on which such

fractional Rights would have been otherwise issuable.  The

closing price of the Rights for any day shall be the last sale

price, the last quoted price or, if not so quoted, the average of

the high bid and low asked prices in the over-the-counter market,

as reported by NASDAQ or such other system then in use or, if on

any such date the Rights are not quoted by any such organization,

the average of the closing bid and asked prices as furnished by a

professional market maker making a market in the Rights selected

by the Board of Directors of the Company.  If on any such date no

such market maker is making a market in the Rights the fair value

of the Rights on such date as determined reasonably and with good

faith to the holders of Rights by the Board of Directors of the

Company shall be used and shall be binding on the Rights Agent.

          (b)  The Company shall not be required to issue

fractions of shares of Preferred Stock (other than fractions

which are integral multiples of one four-thousandth of a share of

Preferred Stock) upon exercise of the Rights or to distribute

certificates which evidence fractional shares of Preferred Stock

(other than fractions which are integral multiples of one four-

thousandth of a share of Preferred Stock).  Fractions of shares

of Preferred Stock in integral multiples of one four-thousandth

of a share of Preferred Stock may, at the election of the

Company, be evidenced by depositary receipts, pursuant to an

appropriate agreement between the Company and a depositary

selected by it, provided that such agreement shall provide that

the holders of such depositary receipts shall have all the

rights, privileges and preferences to which they are entitled as

beneficial owners of the shares of Preferred Stock represented by

such depositary receipts.  In lieu of fractional shares of

Preferred Stock that are not integral multiples of one four-

thousandth of a share of Preferred Stock, the Company may pay to

the registered holders of Right Certificates at the time such

Rights are exercised as herein provided an amount in cash equal

to the same fraction of the current market value of one four-

thousandth of a share of Preferred Stock.  For purposes of this

Section 15(b), the current market value of one four-thousandth of

a share of Preferred Stock shall be one four-thousandth of the

closing price of a share of Preferred Stock (as determined

pursuant to Section 11(d)(ii) hereof) for the Trading Day

immediately prior to the date of such exercise.

          (c)  Following the occurrence of one of the

transactions or events specified in Section 11 giving rise to the

right to receive common stock equivalents (other than Preferred

Stock) or other securities upon the exercise of a Right, the

Company shall not be required to issue fractions of shares or

units of such common stock equivalents or other securities upon

exercise of the Rights or to distribute certificates which

evidence fractional shares of such common stock equivalents or

other securities.  In lieu of fractional shares or units of such

common stock equivalents or other securities, the Company may pay

to the registered holders of Right Certificates at the time such

Rights are exercised as herein provided an amount in cash equal

to the same fraction of the current market value of a share or

unit of such common stock equivalent or other securities.  For

purposes of this Section 15(c), the current market value shall be

determined in the manner set forth in Section 11(d) hereof for

the Trading Day immediately prior to the date of such exercise

and, if such common stock equivalent is not traded, each such

common stock equivalent shall have the value of one four-

thousandth of a share of Preferred Stock.

          (d)  Except as otherwise expressly provided herein, the

holder of a Right by the acceptance of the Rights expressly

waives his right to receive any fractional Rights or any

fractional shares upon exercise of a Right.

          
          SECTION 16. RIGHTS OF ACTION.
  All rights of action in respect of this Agreement are vested

in the respective registered holders of the Rights Certificates

(and, prior to the Distribution Date, the registered holders of

the Common Stock); and any registered holder of any Rights

Certificate (or, prior to the Distribution Date, of the Common

Stock), without the consent of the Rights Agent or of the holder

of any other Rights Certificate (or, prior to the Distribution

Date, of the Common Stock), may, in his own behalf and for his

own benefit, enforce, and may institute and maintain any suit,

action or proceeding against the Company to enforce, or

otherwise act in respect of, his right to exercise the Rights

evidenced by such Rights Certificate in the manner provided in

such Rights Certificate and in this Agreement.  Without limiting

the foregoing or any remedies available to the holders of

Rights, it is specifically acknowledged that the holders of

Rights would not have an adequate remedy at law for any breach

of this Agreement and shall be entitled to specific performance

of the obligations hereunder and injunctive relief against

actual or threatened violations of the obligations hereunder of

any Person subject to this Agreement.  Holders of Rights shall

be entitled to recover the reasonable costs and expenses,

including attorneys' fees, incurred by them in any action to

enforce the provisions of this Agreement.

          
          SECTION 17. AGREEMENT OF RIGHTS HOLDERS.
  Every holder of a Right by accepting the same consents and

agrees with the Company and the Rights Agent and with every

other holder of a Right that:

          (a)  prior to the Distribution Date, the Rights will be

transferable only in connection with the transfer of Common

Stock;

          (b)  after the Distribution Date, the Rights

Certificates are transferable only on the registry books of the

Rights Agent if surrendered at the principal office of the Rights

Agent, duly endorsed or accompanied by a proper instrument of

transfer; and

          (c)  the Company and the Rights Agent may deem and

treat the person in whose name a Rights Certificate (or, prior to

the Distribution Date, the associated Common Stock certificate)

is registered as the absolute owner thereof and of the Rights

evidenced thereby (notwithstanding any notations of ownership or

writing on the Rights Certificates or the associated Common Stock

certificate made by anyone other than the Company or the Rights

Agent) for all purposes whatsoever, and neither the Company nor

the Rights Agent shall be affected by any notice to the contrary.

          
          SECTION 18. RIGHTS CERTIFICATE HOLDER NOT DEEMED A
                      SHAREHOLDER.
  No holder, as such, of any Rights Certificate shall be

entitled to vote, receive dividends or be deemed for any purpose

the holder of the shares of Preferred Stock, Common Stock or any

other securities of the Company which may at any time be

issuable on the exercise of the Rights represented thereby, nor

shall anything contained herein or in any Rights Certificate be

construed to confer upon the holder of any Rights Certificate,

as such, any of the rights of a shareholder of the Company or

any right to vote for the election of directors or upon any

matter submitted to shareholders at any meeting thereof, or to

give or withhold consent to any corporate action, or to receive

notice of meetings or other actions affecting shareholders

(except as provided in Section 25 hereof), or to receive

dividends or subscription rights, or otherwise, until the Right

or Rights evidenced by such Rights Certificate shall have been

exercised in accordance with the provisions thereof.

          
          SECTION 19. CONCERNING THE RIGHTS AGENT.
  The Company agrees to pay to the Rights Agent reasonable

compensation for all services rendered by it hereunder and, from

time to time, on demand of the Rights Agent, its reasonable

expenses and counsel fees and disbursements and other

disbursements incurred in the administration and execution of

this Agreement and the exercise and performance of its duties

hereunder.  The Company also agrees to indemnify the Rights

Agent for, and to hold it harmless against, any loss, liability,

or expense, incurred without negligence, bad faith or willful

misconduct on the part of the Rights Agent, for anything done or

omitted by the Rights Agent in connection with the acceptance

and administration of this Agreement, including the costs and

expenses of defending against any claim of liability arising

therefrom, directly or indirectly.

          The Rights Agent shall be protected and shall incur no

liability for or in respect of any action taken, suffered or

omitted by it in connection with its administration of this

Agreement in reliance upon any Rights Certificate or certificate

for Common Stock or for other securities of the Company,

instrument of assignment or transfer, power of attorney,

endorsement, affidavit, letter, notice, direction, consent,

certificate, statement, or other paper or document believed by it

to be genuine and to be signed, executed and, where necessary,

verified or acknowledged, by the proper Person or Persons.

          
          SECTION 20. MERGER OR CONSOLIDATION OR CHANGE OF NAME
                      OF RIGHTS AGENT.
  Any corporation into which the Rights Agent or any successor

Rights Agent may be merged or with which it may be consolidated,

or any corporation resulting from any merger or consolidation to

which the Rights Agent or any successor Rights Agent shall be a

party, or any corporation succeeding to the corporate trust

business of the Rights Agent or any successor Rights Agent,

shall be the successor to the Rights Agent under this Agreement

without the execution or filing of any paper or any further act

on the part of any of the parties hereto, provided that such

corporation would be eligible for appointment as a successor

Rights Agent under the provisions of Section 22 hereof.  In case

at the time such successor Rights Agent shall succeed to the

agency created by this Agreement, any of the Rights Certificates

shall have been countersigned but not delivered, any such

successor Rights Agent may adopt the countersignature of the

predecessor Rights Agent and deliver such Rights Certificates so

countersigned; and in case at that time any of the Rights

Certificates shall not have been countersigned, any successor

Rights Agent may countersign such Rights Certificates either in

the name of the predecessor or in the name of the successor

Rights Agent; and in all such cases such Rights Certificates

shall have the full force provided in the Rights Certificates in

this Agreement.

          In case at any time the name of the Rights Agent shall

be changed and at such time any of the Rights Certificates shall

have been countersigned but not delivered, the Rights Agent may

adopt the countersignature under its prior name and deliver

Rights Certificates so countersigned; and in case at that time

any of the Rights Certificates shall not have been countersigned,

the Rights Agent may countersign such Rights Certificates either

in its prior name or in its changed name; and in all such cases

such Rights Certificates shall have the full force provided in

the Rights Certificates and in this Agreement.

          
          SECTION 21. DUTIES OF RIGHTS AGENT.
  The Rights Agent undertakes the duties and obligations imposed

by this Agreement upon the following terms and conditions, by

all of which the Company and the holders of Rights Certificates,

by their acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel

selected by it (who may be legal counsel for the Company), and

the opinion of such counsel shall be full and complete

authorization and protection to the Rights Agent as to any action

taken or omitted by it in good faith and in accordance with such

opinion.

          (b)  Whenever in the performance of its duties under

this Agreement the Rights Agent shall deem it necessary or

desirable that any fact or matter (including, without limitation,

the identity of any Acquiring Person) be proved or established by

the Company prior to taking or suffering any action hereunder,

such fact or matter (unless other evidence in respect thereof be

herein specifically prescribed) may be deemed to be conclusively

proved and established by a certificate signed by the Chairman of

the Board, any Vice Chairman of the Board, any President, any

Vice President, the Treasurer, any Assistant Treasurer, the

Secretary or any Assistant Secretary of the Company and delivered

to the Rights Agent; and such certificate shall be full

authorization to the Rights Agent for any action taken or

suffered in good faith by it under the provisions of this

Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder only

for its own negligence, bad faith or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by

reason of any of the statements of fact or recitals contained in

this Agreement or in the Rights Certificates (except as to the

fact that it has countersigned the Rights Certificates) or be

required to verify the same, but all such statements and recitals

are and shall be deemed to have been made by the Company only.

          (e)  The Rights Agent shall not be under any

responsibility in respect of the validity of this Agreement or

the execution and delivery hereof (except the due execution

hereof by the Rights Agent) or in respect of the validity or

execution of any Rights Certificate (except its countersignature

thereof); nor shall it be responsible for any breach by the

Company of any covenant or condition contained in this Agreement

or in any Rights Certificate; nor shall it be responsible for any

adjustment required under the provisions of Section 11 or 13

hereof or responsible for the manner, method or amount of any

such adjustment or the ascertaining of the existence of facts

that would require any such adjustment (except with respect to

the exercise of Rights evidenced by Rights Certificates after

actual notice of any such adjustment); nor shall it be

responsible for any determination by the Board of Directors of

the Company of the current market value of the Rights or

Preferred Stock or Common Stock pursuant to the provisions of

Section 15 hereof; nor shall it by any act hereunder be deemed to

make any representation or warranty as to the authorization or

reservation of any shares of Preferred Stock or other securities

to be issued pursuant to this Agreement or any Rights Certificate

or as to whether any shares of Preferred Stock or other

securities will, when so issued, be validly authorized and

issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute,

acknowledge and deliver or cause to be performed, executed,

acknowledged and delivered all such further and other acts,

instruments and assurances as may reasonably be required by the

Rights Agent for the carrying out or performing by the Rights

Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed

to accept instructions with respect to the performance of its

duties hereunder and certificates delivered pursuant to any

provision hereof from the Chairman of the Board, any Vice

Chairman of the Board, any President, any Vice President, the

Secretary, any Assistant Secretary, the Treasurer or any

Assistant Treasurer of the Company, and is authorized to apply to

such officers for advice or instructions in connection with its

duties, and it shall not be liable for any action taken or

suffered to be taken by it in good faith in accordance with

instructions of any such officer.

          (h)  The Rights Agent and any shareholder, director,

officer or employee of the Rights Agent may buy, sell or deal in

any of the Rights or other securities of the Company or become

pecuniarily interested in any transaction in which the Company

may be interested, or contract with or lend money to the Company

or otherwise act as fully and freely as though it were not Rights

Agent under this Agreement.  Nothing herein shall preclude the

Rights Agent from acting in any other capacity for the Company or

for any other legal entity.

          (i)  The Rights Agent may execute and exercise any of

the rights or powers hereby vested in it or perform any duty

hereunder either itself or by or through its attorneys or agents,

and the Rights Agent shall not be answerable or accountable for

any act, omission, default, neglect or misconduct of any such

attorneys or agents or for any loss to the Company or to the

holders of the Rights resulting from any such act, omission,

default, neglect or misconduct, provided reasonable care was

exercised in the selection and continued employment thereof.

          (j)  No provision of this Agreement shall require the

Rights Agent to expend or risk its own funds or otherwise incur

any financial liability in the performance of any of its duties

hereunder or in the exercise of its rights if there shall be

reasonable grounds for believing that repayment of such funds or

adequate indemnification against such risk or liability is not

reasonably assured to it.

          (k)  If, with respect to any Rights Certificate

surrendered to the Rights Agent for exercise or transfer, the

certificate attached to the form of assignment or form of

election to purchase, as the case may be, has either not been

completed or indicates an affirmative response to clause 1 and/or

2 thereof, the Rights Agent shall not take any further action

with respect to such requested exercise of transfer without first

consulting with the Company.

          
          SECTION 22. CHANGE OF RIGHTS AGENT.
  The Rights Agent or any successor Rights Agent may resign and

be discharged from its duties under this Agreement upon 30 days'

notice in writing mailed to the Company and to each transfer

agent of the Common Stock and Preferred Stock by registered or

certified mail, and to holders of the Rights Certificates by

first-class mail.  The Company may remove the Rights Agent or

any successor Rights Agent upon 30 days' notice in writing,

mailed to the Rights Agent or successor Rights Agent, as the

case may be, and to each transfer agent of the Common Stock and

Preferred Stock by registered or certified mail, and to the

holders of the Rights Certificates by first-class mail.  If the

Rights Agent shall resign or be removed or shall otherwise

become incapable of acting, the Company shall appoint a

successor to the Rights Agent.  If the Company shall fail to

make such appointment within a period of 30 days after giving

notice of such removal or after it has been notified in writing

of such resignation or incapacity by the resigning or

incapacitated Rights Agent or by the holder of a Rights

Certificate (who shall, with such notice, submit his Rights

Certificate for inspection by the Company), then the registered

holder of any Rights Certificate may apply to any court of

competent jurisdiction for the appointment of a new Rights

Agent.  Any successor Rights Agent, whether appointed by the

Company or by such a court, shall be (a) a corporation organized

and doing business under the laws of the United States or of the

State of New York (or of any other state of the United States so

long as such corporation is authorized to do business as a

banking institution in the State of New York), in good standing,

having a principal office in the State of New York, which is

authorized under such laws to exercise corporate trust powers

and is subject to supervision or examination by federal or state

authority and which has at the time of its appointment as Rights

Agent a combined capital and surplus of at least $50,000,000 or

(b) an affiliate of a corporation described in clause (a) of

this sentence.  After appointment, the successor Rights Agent

shall be vested with the same powers, rights, duties and

responsibilities as if it had been originally named as Rights

Agent without further act or deed; but the predecessor Rights

Agent shall deliver and transfer to the successor Rights Agent

any property at the time held by it hereunder, and execute and

deliver any further assurance, conveyance, act or deed necessary

for the purpose.  Not later than the effective date of any such

appointment the Company shall file notice thereof in writing

with the predecessor Rights Agent and each transfer agent of the

Common Stock and Preferred Stock, and mail a notice thereof in

writing to the registered holders of the Rights Certificates.

Failure to give any notice provided for in this Section 22,

however, or any defect therein, shall not affect the legality or

validity of the resignation or removal of the Rights Agent or

the appointment of the successor Rights Agent, as the case may

be.

          
          SECTION 23. ISSUANCE OF NEW RIGHTS CERTIFICATES.
  Notwithstanding any of the provisions of this Agreement or of

the Rights to the contrary, the Company may, at its option,

issue new Rights Certificates evidencing Rights in such form as

may be approved by its Board of Directors to reflect any

adjustment or change in the Purchase Price per share and the

number or kind or class of shares or other securities or

property purchasable under the Rights Certificates made in

accordance with the provisions of this Agreement.

          
          
          SECTION 24. REDEMPTION AND TERMINATION.
          (a)(i) The Board of Directors of the Company may, at

its option, at any time prior to the earlier of (x) the time that

any person becomes an Acquiring Person or (y) 5:00 P.M., New York

City time, on the Final Expiration Date, redeem all but not less

than all of the then outstanding Rights at a redemption price of

$.0125 per Right, appropriately adjusted after any stock split,

stock dividend or similar transaction occurring after the date

hereof by multiplying such redemption price by the Fraction (the

"Redemption Price").

          (a)(ii) In addition, the Board of Directors of the

Company may redeem all but not less than all of the then

outstanding Rights at the Redemption Price following the

occurrence of a Stock Acquisition Date but prior to any event

described in Section 13(a) either (x) in connection with any

event specified in Section 13(a) in which all holders of Common

Stock are treated alike and not involving an Acquiring Person or

an Affiliate or Associate of an Acquiring Person or any other

Person in which such Acquiring Person, Affiliate or Associate has

any interest, or any other Person acting directly or indirectly

on behalf of or in association with any such Acquiring Person,

Affiliate or Associate, or (y) following the occurrence of an

event set forth in, and the expiration of any period during which

the holder of Rights may exercise the rights under, Section

11(a)(ii) if and for as long as the Acquiring Person is not

thereafter the Beneficial Owner of securities representing 15% or

more of the outstanding shares of the Voting Power, and at the

time of redemption there are no other persons who are Acquiring

Persons.

          (b)  In the case of a redemption permitted under

Section 24(a)(i), immediately upon the action of the Board of

Directors of the Company ordering the redemption of the Rights,

evidence of which shall have been filed with the Rights Agent and

without any further action and without any notice, the right to

exercise the Rights will terminate and the only right thereafter

of the holders of Rights shall be to receive the Redemption

Price.  In the case of a redemption permitted only under Section

24(a)(ii), evidence of which shall have been filed with the

Rights Agent, the right to exercise the Rights will terminate and

represent only the right to receive the Redemption Price only

after ten Business Days following the giving of notice of such

redemption to the holders of such Rights if no event set forth in

Section 11(a)(ii) shall have occurred, and, if such event shall

have occurred, upon the later of ten Business Days following the

giving of such notice or the expiration of any period during

which the rights under Section 11(a)(ii) may be exercised.

Within ten days after the action of the Board of Directors

ordering any such redemption of the Rights, the Company shall

give notice of such redemption to the Rights Agent and the

holders of the then outstanding Rights by mailing such notice to

the Rights Agent and to all such holders at their last addresses

as they appear upon the registry books of the Rights Agent or,

prior to the Distribution Date, on the registry books of the

Transfer Agent for the Common Stock.  Any notice which is mailed

in the manner herein provided shall be deemed given, whether or

not the holder receives the notice.  Each such notice of

redemption will state the method by which the payment of the

Redemption Price will be made.

          The Company may, at its option, discharge all of its

obligations with respect to the Rights by (i) issuing a press

release announcing the manner of redemption of the Rights and

(ii) mailing payment of the Redemption Price to the registered

holders of the Rights at their last addresses as they appear on

the registry books of the Rights Agent or, prior to the

Distribution Date, on the registry books of the Transfer Agent of

the Common Stock, and upon such action, all outstanding Rights

Certificates shall be null and void without any further action by

the Company.

          
          SECTION 25. NOTICE OF CERTAIN EVENTS.
  In case the Company shall propose (a) to pay any dividend

payable in stock of any class to the holders of Preferred Stock

or to make any other distribution to the holders of Preferred

Stock (other than a regular quarterly cash dividend out of

earnings or retained earnings of the Company) or (b) to offer to

the holders of Preferred Stock rights or warrants to subscribe

for or to purchase any additional shares of Preferred Stock or

shares of stock of any class or any other securities, rights or

options, or (c) to effect any reclassification of its Preferred

Stock (other than a reclassification involving only the

subdivision of outstanding shares of Preferred Stock), or (d) to

effect any consolidation or merger into or with, or to effect any

sale or other transfer (or to permit one or more of its

subsidiaries to effect any sale or other transfer), in one or

more transactions, of more than 50% of the assets or earning

power of the Company and its subsidiaries (taken as a whole) to,

any other Person, or (e) to effect the liquidation, dissolution

or winding up of the Company, then, in each such case, the

Company shall give to each holder of a Rights Certificate, in

accordance with Section 27 hereof, a notice of such proposed

action, which shall specify the record date for the purposes of

such stock dividend, distribution of rights or warrants, or the

date on which such reclassification, consolidation, merger, sale,

transfer, liquidation, dissolution, or winding up is to take

place and the date of participation therein by the holders of the

shares of Preferred Stock, if any such date is to be fixed, and

such notice shall be so given in the case of any action covered

by clause (a) or (b) above at least 20 days prior to the record

date for determining holders of the shares of Preferred Stock for

purposes of such action, and in the case of any such other

action, at least 20 days prior to the date of the taking of such

proposed action or the date of participation therein by the

holders of the shares of Preferred Stock whichever shall be the

earlier.

          In case any of the events set forth in Section

11(a)(ii) of this Agreement shall occur, then, in any such case,

the Company shall as soon as practicable thereafter give to each

holder of a Rights Certificate, in accordance with Section 27

hereof, a notice of the occurrence of such event, which shall

specify the event and the consequences of the event to holders of

Rights under Section 11(a)(ii) hereof.

          
          SECTION 26. EXCHANGE.
          (a)  The Board may, at its option, at any time after

the time that any Person becomes an Acquiring Person, exchange

all or part of the then outstanding and exercisable Rights (which

shall not include Rights that have become void pursuant to the

provisions of Sections 7(e) and 11(a)(ii) hereof) for shares of

Common Stock of the Company at an exchange ratio of one share of

Common Stock per Right (the "EXCHANGE RATIO").  Notwithstanding

the foregoing, the Board shall not be empowered to effect such

exchange at any time after any Person (other than the Company,

any subsidiary of the Company, any employee benefit plan of the

Company or any of its subsidiaries or any entity holding

securities of the Company organized, appointed or established by

the Company or any of its subsidiaries for or pursuant to the

terms of any such plan), together with all Affiliates and

Associates of such Person, becomes the Beneficial Owner of 50% or

more of the shares of Common Stock then outstanding.

          (b)  Immediately upon the action of the Board ordering

the exchange of any Rights pursuant to Section 26(a) hereof and

without any further action and without any notice, the right to

exercise such Rights shall terminate and the only right

thereafter of a holder of such Rights shall be to receive that

number of shares of Common Stock equal to the number of such

Rights held by such holder multiplied by the Exchange Ratio.  The

Company shall promptly give public notice of any such exchange;

provided, however, that the failure to give, or any defect in,

such notice shall not affect the validity of such exchange.  The

Company shall promptly give notice of such exchange to the Rights

Agent and the holders of the then outstanding Rights by mailing

such notice to the Rights Agent and to all such holders at their

last addresses as they appear upon the registry books of the

Rights Agent or, prior to the Distribution Date, on the registry

books of the Transfer Agent for the Common Stock.  Any notice

which is mailed in the manner herein provided shall be deemed

given, whether or not the holder receives the notice.  Each such

notice of exchange will state the method by which the exchange of

the shares of Common Stock for Rights will be effected and, in

the event of any partial exchange, the number of Rights which

will be exchanged.  Any partial exchange shall be effected pro

rata based on the number of Rights (other than Rights which have

become void pursuant to the provisions of Sections 7(e) and

11(a)(ii) hereof) held by each holder of Rights.

          (c)  In any exchange pursuant to this Section 26, the

Company, at its option, may substitute Preferred Stock (or

equivalent preferred stock, as such term is defined in Section

11(b) hereof) for some or all of the Common Stock exchangeable

for Rights, at the initial rate of one four-thousandth of a share

of Preferred Stock (or equivalent preferred stock) for each share

of Common Stock, as appropriately adjusted to reflect adjustments

in the economic rights of the Preferred Stock pursuant to the

terms thereof, so that the fraction of a share of Preferred Stock

delivered in lieu of each share of Common Stock shall have the

same economic rights as one share of Common Stock.

          (d)  The Board shall not authorize any exchange

transaction referred to in Section 26(a) hereof unless at the

time such exchange is authorized there shall be sufficient shares

of Common Stock or Preferred Stock issued but not outstanding, or

authorized but unissued, to permit the exchange of Rights as

contemplated in accordance with this Section 26.

          
          SECTION 27. NOTICES.
  Notices or demands authorized by this Agreement to be given or

made by the Rights Agent or by the holder of any Rights

Certificate to or on the Company shall be sufficiently given or

made if sent by first-class mail, postage prepaid, addressed

(until another address is filed in writing with the Rights

Agent) as follows:

                   
                   
                   Dover Corporation
                   277 Park Avenue
                   New York, New York  10172

                   Attention:  Robert G. Kuhbach

Subject to the provisions of Section 22, any notice or demand

authorized by this Agreement to be given or made by the Company

or by the holder of any Rights Certificate to or on the Rights

Agent shall be sufficiently given or made if sent by first-class

mail, postage prepaid, addressed (until another address is filed

in writing with the Company) as follows:



                   Harris Trust Company of New York
                   110 William Street
                   New York, New York  10038

                   Attention:  Vincent Marone


Notices or demands authorized by this Agreement to be given or

made by the Company or the Rights Agent to the holder of any

Rights Certificate shall be sufficiently given or made if sent

by first-class mail, postage prepaid, addressed to such holder

at the address of such holder as shown on the registry books of

the Company.

          
          SECTION 28. SUPPLEMENTS AND AMENDMENTS.
  The Company and the Rights Agent may from time to time

supplement or amend this Agreement without approval of any

holders of Right Certificates in order (i) to cure any

ambiguity, (ii) to correct or supplement any provision contained

herein which may be defective or inconsistent with any other

provisions herein, (iii) prior to the Distribution Date, to

change or supplement the provisions hereunder which the Company

may deem necessary or desirable or (iv) following the

Distribution Date, to change or supplement the provisions

hereunder in any manner which the Company may deem necessary or

desirable and which shall not adversely affect the interests of

the holders of Rights Certificates.  Upon the delivery of a

certificate from an appropriate officer of the Company which

states that the proposed supplement or amendment is in

compliance with the terms of this Section 28, the Rights Agent

shall execute such supplement or amendment unless the Rights

Agent shall have determined in good faith that such supplement

or amendment would adversely affect its interests under this

Agreement.  Prior to this Distribution Date, the interests of

the holders of Rights shall be deemed coincident with the

interests of the holders of Common Stock.

          
          SECTION 29. DETERMINATION AND ACTIONS BY THE BOARD OF
                      DIRECTORS, ETC.
  For all purposes of this Agreement, any calculation of the

number of shares of Common Stock outstanding at any particular

time, including for purposes of determining the particular

percentage of such outstanding shares of Common Stock or any

other securities of which any Person is the Beneficial Owner,

shall be made in accordance with the last sentence of Rule 13d-

3(d)(1)(i) of the General Rules and Regulations under the

Exchange Act as in effect on the date of this Agreement.  The

Board of Directors of the Company shall have the exclusive power

and authority to administer this Agreement and to exercise all

rights and powers specifically granted to the Board, or the

Company, or as may be necessary or advisable in the

administration of this Agreement, including, without limitation,

the right and power to (i) interpret the provisions of this

Agreement, and (ii) make all determinations deemed necessary or

advisable for the administration of this Agreement (including a

determination to redeem or not redeem the Rights or to amend the

Agreement).  All such actions, calculations, interpretations and

determinations (including, for purposes of clause (y) below, all

omissions with respect to the foregoing) which are done or made

by the Board in good faith, shall (x) be final, conclusive and

binding on the Company, the Rights Agent, the holders of the

Rights Certificates and all other parties, and (y) not subject

the Board to any liability to the holders of the Rights

Certificates.

          
          SECTION 30. SUCCESSORS.
  All the covenants and provisions of this Agreement by or for

the benefit of the Company or the Rights Agent shall bind and

inure to the benefit of their respective successors and assigns

hereunder.

          
          SECTION 31. BENEFITS OF THIS AGREEMENT.
  Nothing in this Agreement shall be construed to give to any

person or corporation other than the Company, the Rights Agent

and the registered holders of the Rights Certificates (and,

prior to the Distribution Date, the Common Stock) any legal or

equitable right, remedy or claim under this Agreement; but this

Agreement shall be for the sole and exclusive benefit of the

Company, the Rights Agent and the registered holders of the

Rights Certificates (and, prior to the Distribution Date, the

Common Stock).

          
          SECTION 32. SEVERABILITY.
  If any term, provision, covenant or restriction of this

Agreement is held by a court of competent jurisdiction or other

authority to be invalid, void or unenforceable, the remainder of

the terms, provisions, covenants and restrictions of this

Agreement shall remain in full force and effect and shall in no

way be affected, impaired or invalidated.

          
          SECTION 33. GOVERNING LAW.
  This Agreement, each Right and each Rights Certificate issued

hereunder shall be deemed to be a contract made under the laws

of the State of Delaware and for all purposes shall be governed

by and construed in accordance with the laws of such State

applicable to contracts to be made and to be performed entirely

within such State.

          
          SECTION 34. COUNTERPARTS.
  This Agreement may be executed in any number of counterparts

and each of such counterparts shall for all purposes be deemed

to be an original, and all such counterparts shall together

constitute but one and the same instrument.

          
          SECTION 35. DESCRIPTIVE HEADINGS.
  Descriptive headings of the several Sections of this Agreement

are inserted for convenience only and shall not control or

affect the meaning or construction of any of the provisions

hereof.

          

          IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be duly executed and their respective corporate

seals to be hereunto affixed and attested, all as of the day and

year first above written.



                              DOVER CORPORATION
                              
                              
                              By /s/Robert G. Kuhbach
                                ---------------------
                              Name:  Robert G. Kuhbach
                              Title: Vice President
                              
                              
                              HARRIS TRUST COMPANY OF
                              NEW YORK
                              
                              
                              By Deborah J. Hokinson
                                --------------------
                              Name:  Deborah J. Hokinson
                              Title: Trust Officer
                              














- ----------------------------------------------------------------
- -




                        DOVER CORPORATION



                               and




                HARRIS TRUST COMPANY OF NEW YORK


                          Rights Agent



                        -----------------


              Amended and Restated Rights Agreement



                  Dated as of November 15, 1996






- ----------------------------------------------------------------
- -


                        TABLE OF CONTENTS


SECTION                                                      PAGE

  
  1    Certain Definitions.                                    1

  2   Appointment of Rights Agent.                             5
  
  3   Issue of Rights Certificates.                            6
  
  4   Form of Rights Certificates.                             8
  
  5   Countersignature and Registration.                       9
  
  6   Transfer, Split Up, Combination and Exchange 
      of Rights Certificates; Mutilated, Destroyed, 
      Lost or Stolen Rights Certificates.                     10
  
  7   Exercise of Rights; Purchase Price; 
      Expiration Date of Rights.                              11
  
  8
      Cancellation and Destruction of 
      Rights Certificates.                                    14
  
  9
      Reservation and Availability of Preferred
      Stock.                                                  14
  
  10  Preferred Stock Record Date.                            16
  
  11  Adjustment of Purchase Price, Number and Kind
      of Shares or Number of Rights.                          16
  
  12  Certificate of Adjusted Purchase Price or
      Number of Shares.                                       29
  
  13  Consolidation, Merger or Sale or Transfer
      of Assets or Earning Power.                             29
  
  14. Additional Covenants                                    32
  
  15  Fractional Rights and Fractional Shares.                33
  
  16  Rights of Action.                                       35
  
  17  Agreement of Rights Holders.                            36
  
  18  Rights Certificate Holder Not Deemed a 
      Shareholder.                                            36
  
  19  Concerning the Rights Agent.                            37
  
  20  Merger or Consolidation or Change of Name
      of Rights Agent.                                        37
  
  21  Duties of Rights Agent.                                 38
  
  22  Change of Rights Agent.                                 42
  
  23  Issuance of New Rights Certificates.                    43
  
  24  Redemption and Termination.                             43
  
  25  Notice of Certain Events.                               46
  
  26  Exchange.                                               47
  
  27  Notices.                                                48
  
  28  Supplements and Amendments.                             49
  
  29  Determination and Actions by the Board of
      Directors, etc.                                         50
  
  30  Successors.                                             51
  
  31  Benefits of this Agreement.                             51
  
  32  Severability.                                           52
  
  33  Governing Law.                                          52
  
  34  Counterparts.                                           52
  
  35  Descriptive Headings.                                   52


Exhibit A -- Form of Certificate of Designation,
             Preferences and Rights of Series A Junior
             Participating Preferred Stock                    A-1

Exhibit B -- Form of Rights Certificate                       B-1

Exhibit C -- Form of Summary of Rights                        C-1





                                                        Exhibit A
                                                        ---------
                                                                 
                             FORM OF
       CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
        OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                
                               of
                                
                        DOVER CORPORATION
                                
     Pursuant to Section 151 of the General Corporation Law
                    of the State of Delaware
                                
          I, John F. McNiff, the Vice-President , of Dover
Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance
with the provisions of Section 103 thereof, DO HEREBY CERTIFY:
          
          That pursuant to the authority conferred upon the Board
of Directors by the Certificate of Incorporation of the said
Corporation, the said Board of Directors on November 5, 1987,
adopted the following resolution creating a series of 45,000
shares of Preferred Stock designated as Series A Junior
participating Preferred Stock:
          
          RESOLVED, that pursuant to the authority vested in the
Board of Directors of this Company in accordance with the
provisions of its Certificate of Incorporation, a series of
Preferred Stock of the Company be and it hereby is created, and
that the designation and amount thereof and the powers,
preferences and relative, participating, optional and other
special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as
follows:

          Section 1.  DESIGNATION AND AMOUNT.  The shares of such
series shall be designated as "Series A. Junior Participating
Preferred Stock" $100.00 par value, and the number of shares
constituting such series shall be 45,000.  Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Series A Junior Participating Preferred Stock to a
number less than that of the shares then outstanding plus the
number of shares issuable upon conversion of outstanding
securities issued by the Corporation.

          Section 2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A. Junior
Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred
Stock in preference to the holders of shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of the Corporation
and any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on
the first day of January, April, July, and October in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Series A Junior Participating Preferred Stock in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $10.00, or (b) subject to the provision for
adjustment hereinafter set forth, 1000 times the aggregate per
share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common
Stock, since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a
share of Series A Junior Participating Preferred Stock.  In the
event the Corporation shall at any time after November 5, 1987
(the "Rights Declaration Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock
as provided in paragraph (A) above immediately after it declares
a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on
the Common Stock during the period between the Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $10.00 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Junior Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Junior Participating
Preferred Stock unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment
Date in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.  The Board of Directors may fix a
record date for the determination of holders of shares of Series
A Junior Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

          Section 3.  VOTING RIGHTS.  The holders of shares of
Series A Junior Participating Preferred Stock shall have the
following voting rights:

          (A)  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Junior
Participating Preferred Stock shall entitle the holder thereof to
1 vote on all matters submitted to a vote of the shareholders of
the Corporation.

          (B)  Except as otherwise provided herein or by law, the
holders of shares of Series A Junior Participating Preferred
Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of
shareholders of the Corporation.

          (C) (i)   If at any time dividends on any Series A
Junior Participating Preferred Stock shall be in arrears in an
amount equal to six (6) quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and
paid or set apart for payment.  During each default period, all
holders of Preferred Stock (including holders of the Series A
Junior Participating Preferred Stock) with dividends in arrears
in an amount equal to six (6) -quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right
to elect two (2) Directors.

            (ii)   During any default period, such voting right 
of the holders of Series A Junior Participating Preferred Stock 
may be exercised initially at a special meeting called pursuant 
to subparagraph (iii) of this Section 3(C) or at any annual 
meeting of shareholders, and thereafter at annual meetings of 
shareholders, provided that neither such voting right nor the 
right of the holders of any other series of Preferred Stock, 
if any, to increase, in certain cases, the authorized number 
of Directors shall be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding
shall be present in person or by proxy.  The absence of a quorum
of the holders of Common Stock shall not affect the exercise by
the holders of Preferred Stock of such voting right.  At any
meeting at which the holders of Preferred Stock shall exercise
such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may
then exist up to two (2) Directors or, if such right is exercised
at an annual meeting, to elect two (2) Directors.  If the number
which may be so elected at any special meeting does not amount to
the required number, the holders of the Preferred Stock shall
have the right to make such increase in the number of Directors
as shall be necessary to permit the election by them of the
required number.  After the holders of the Preferred Stock shall
have exercised their right to elect Directors in any default
period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of
the holders of Preferred Stock as herein provided or pursuant to
the rights of any equity securities ranking senior to or pari
passu with the Series A Junior Participating Preferred Stock.

            (iii)   unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised
their right to elect Directors, the Board of Directors may order,
or any shareholder or shareholders owning in the aggregate not
less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request,
the calling of a special meeting of the holders of Preferred
Stock, which meeting shall thereupon be called by the President,
a Vice-President or the Corporate Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to vote pursuant to this
paragraph (C) (iii) shall be given to each holder of record of
Preferred Stock by mailing a copy of such notice to him at his
last address as the same appears on the books of the Corporation.
Such meeting shall be called for a time not earlier than 10 days
and not later than 60 days after such order or request or in
default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by
any shareholder or shareholders owning in the aggregate not less
than ten percent (10%) of the total number of shares of Preferred
Stock outstanding.  Notwithstanding the provisions of this
paragraph (C) (iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date
fixed for the next annual meeting of the shareholders.

            (iv)    In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall
have exercised their right to elect two (2) Directors voting as a
class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in
paragraph (C) (ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose
office shall have become vacant.  References in this paragraph
(C) to Directors elected by the holders of a particular class of
stock shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence.

            (v)Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a
class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such
number as may be provided for in, or pursuant to, the Restated
Certificate of Incorporation or By-Laws irrespective of any
increase made pursuant to the provisions of paragraph (C) (ii) of
this Section 3 (such number being subject, however to change
thereafter in any manner provided by law or in the Restated
Certificate of Incorporation or By-Laws).  Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and
(z) in the preceding sentence may be filled by a majority of the
remaining Directors, even though less than a quorum.

          (D)  Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

          Section 4.  CERTAIN RESTRICTIONS.

          (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not

                    (i)  declare or pay dividends on, make any
          other distributions on, or redeem or purchase or
          otherwise acquire for consideration any shares of stock
          ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A
          Junior Participating Preferred Stock;
          
                    (ii) declare or pay dividends on or make any
          other distributions on any shares of stock ranking on a
          parity (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series A Junior
          Participating Preferred Stock except dividends paid
          ratably on the Series A Junior Participating Preferred
          Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total
          amounts to which the holders of all such shares are
          then entitled;
          
                    (iii)     redeem or purchase or otherwise
          acquire for consideration shares of any stock ranking
          on a parity (either as to dividends or upon
          liquidation, dissolution or winding up) with the Series
          A Junior Participating Preferred Stock provided that
          the Corporation may at any time redeem, purchase or
          otherwise acquire shares of any such parity stock in
          exchange for shares of any stock of the Corporation
          ranking junior (either as to dividends or upon
          dissolution, liquidation or winding up) to the Series A
          Junior Participating Preferred Stock; or
          
                    (iv) purchase or otherwise acquire for
          consideration any shares of Series A Junior
          Participating Preferred Stock or any shares of stock
          ranking on a parity with the Series A Junior
          Participating Preferred Stock except in accordance with
          a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of
          such shares upon such terms as the Board of Directors,
          after consideration of the respective annual dividend
          rates and other relative rights and preferences of the
          respective series and classes, shall determine in good
          faith will result in fair and equitable treatment among
          the respective series or classes.
          
          (B)  The Corporation shall not permit any subsidiary of
          the Corporation to purchase or otherwise acquire for
          consideration any shares of stock of the Corporation unless the
          Corporation could, under paragraph (A) of this Section 4,
          purchase or otherwise acquire such shares at such time and in such
          manner.
          
          Section 5.  REACQUIRED SHARES.  Any shares of Series A
          Junior Participating Preferred Stock purchased or otherwise
          acquired by the Corporation in any manner whatsoever shall be
          retired and cancelled promptly after the acquisition thereof.
          All such shares shall upon their cancellation become authorized
          but unissued shares of Preferred Stock and may be reissued as
          part of a new series of Preferred Stock to be created by.
          resolution or resolutions of the Board of Directors, subject to
          the conditions and restrictions on issuance set forth herein.
          
          Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.
          
          (A)  Upon any liquidation (voluntary or otherwise),
          dissolution or winding up of the Corporation, no distribution
          shall be made to the holders of shares of stock ranking junior
          (either as to dividends or upon liquidation, dissolution or
          winding up) to the Series A Junior Participating Preferred Stock
          unless, prior thereto, the holders of shares of Series A Junior
          Participating Preferred Stock shall have received per share, the
          greater of 1000 times $175 or 1000 times the payment made per
          share of Common Stock, plus an amount equal to accrued and unpaid
          dividends and distributions thereon, whether or not declared, to
          the date of such payment (the "Series A Liquidation Preference").
          Following the payment of the full amount of the Series A
          Liquidation Preference, no additional distributions shall be made
          to the holders of shares of Series A Junior Participating
          Preferred Stock unless, prior thereto, the holders of shares of
          Common Stock shall have received an amount per share (the "Common
          Adjustment") equal to the quotient obtained by dividing (i) the
          Series A Liquidation Preference by (ii) 1000 (as appropriately
          adjusted as set forth in subparagraph C below to reflect such
          events as stock splits, stock dividends and recapitalizations
          with respect to the Common Stock) (such number in clause (ii),
          the "Adjustment Number").  Following the payment of the full
          amount of the Series A Liquidation Preference and the Common
          Adjustment in respect of all outstanding shares of Series A
          Junior Participating Preferred Stock and Common Stock,
          respectively, holders of Series A Junior Participating Preferred
          Stock and holders of shares of Common Stock shall receive their
          ratable and proportionate share of the remaining assets to be
          distributed in the ratio of the Adjustment Number to 1 with
          respect to such Preferred Stock and Common Stock, on a per share
          basis, respectively.
          
          (B)  In the event there are not sufficient assets
          available to permit payment in full of the Series A Liquidation
          Preference and the liquidation preferences of all other series of
          Preferred Stock, if any, which rank on a parity with the Series A
          Junior Participating Preferred Stock then such remaining assets
          shall be distributed ratably to the holders of such parity shares
          in proportion to their respective liquidation preferences.  In
          the event there are not sufficient assets available to permit
          payment in full of the Common Adjustment, then such remaining
          assets shall be distributed ratably to the holders of Common
          Stock.
          
          (C)  In the event the Corporation shall at any time
          after the Rights Declaration Date (i) declare any dividend on
          Common Stock payable in shares of Common Stock, (ii) subdivide
          the outstanding Common Stock, or (iii) combine the outstanding
          Common Stock into a smaller number of shares, then in each such
          case the Adjustment Number in effect immediately prior to such
          event shall be adjusted by multiplying such Adjustment Number by
          a fraction the numerator of which is the number of shares of
          Common Stock outstanding immediately after such event and the
          denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.
          
          Section 7.  CONSOLIDATION, MERGER, ETC.  In case the
          Corporation shall enter into any consolidation, merger,
          combination or other transaction in which the shares of Common
          Stock are exchanged for or changed into other stock or
          securities, cash and/or any other property, then in any such case
          the shares of Series A Junior Participating Preferred Stock shall
          at the same time be similarly exchanged or changed in an amount
          per share (subject to the provision for adjustment hereinafter
          set forth) equal to 1000 times the aggregate amount of stock,
          securities, cash and/or any other property (payable in kind), as
          the case may be, into which or for which each share of Common
          Stock is changed or exchanged.  In the event the Corporation
          shall at any time after the Rights Declaration Date (i) declare
          any dividend on Common Stock payable in shares of Common Stock,
          (ii) subdivide the outstanding Common Stock, or (iii) combine the
          outstanding Common Stock into a smaller number of shares, then in
          each such case the amount set forth in the preceding sentence
          with respect to the exchange or change of shares of Series A
          Junior Participating Preferred Stock shall be adjusted by
          multiplying such amount by a fraction the numerator of which is
          the number of shares of Common Stock outstanding immediately
          after such event and the denominator of which is the number of
          shares of Common Stock that are outstanding immediately prior to
          such event.
          
          Section 8.  REDEMPTION.  The shares of Series A Junior
          Participating Preferred Stock shall not be redeemable.
          
          Section 9.  RANKING.  The Series A Junior Participating
          Preferred Stock shall rank junior to all other series of the
          Corporation's Preferred Stock as to the payment of dividends and
          the distribution of assets, unless the terms of any such series
          shall provide otherwise.
          
          Section 10.  AMENDMENT.  The Restated Certificate of
          Incorporation of the Corporation shall not be further amended in
          any manner which would materially alter or change the powers,
          preferences or special rights of the Series A Junior
          Participating Preferred Stock so as to affect them adversely
          without the affirmative vote of the holders of a majority or more
          of the outstanding shares of Series A Junior Participating
          Preferred Stock voting separately as a class.
          
          Section 11.  FRACTIONAL SHARES.  Series A Junior
          Participating Preferred Stock may be issued in fractions of a
          share which shall entitle the holder, in proportion to such
          holders fractional shares, to exercise voting rights, receive
          dividends, participate in distributions and to have the benefit
          of all other rights of holders of Series A Junior Participating
          Preferred Stock.
          
          IN WITNESS WHEREOF, I have executed and subscribed this
          Certificate and do affirm the foregoing as true under the
          penalties of perjury this 15th day of November, 1986.
          
                                   /s/ John F. McNiff
                                   ------------------------------
                                   Vice-President
Attest:


/s/ Robert G. Kuhbach
- -------------------------------
Secretary

                                                        Exhibit B
                                                        ---------
                  [Form of Rights Certificate]



Certificate No. R-                             Rights

                                         ------
         
         NOT EXERCISABLE AFTER NOVEMBER 7, 2005 OR EARLIER IF
         NOTICE OF REDEMPTION IS GIVEN.  THE RIGHTS ARE SUBJECT
         TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.05 PER
         RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
         [THE RIGHTS REPRESENTED BY THIS CERTIFICATE WERE ISSUED
         TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN ASSOCIATE
         OR AFFILIATE OF AN ACQUIRING PERSON.  THIS RIGHT
         CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME
         VOID TO THE EXTENT PROVIDED IN AND UNDER THE
         CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
         AGREEMENT.]*
                                

                       Rights Certificate

                        Dover Corporation

          This certifies that                , or registered

assigns, is the registered owner of the number of Rights set

forth above, each of which entitles the owner thereof, subject to

the terms, provisions and conditions of the Rights Agreement

dated as of November 5, 1987 and amended as of November 15, 1996

(the "Rights Agreement") between Dover Corporation, a Delaware

corporation (the "Company"), and Harris Trust Company of New York

(the "Rights Agent"), to purchase from the Company at any time

after the Distribution Date (as such term is defined in the

Rights Agreement) and prior to 5:00 P.M. (New York City time) on

- ------------------------

* The portion of the legend in brackets shall be inserted only
  if applicable.
November 15, 2006 at the principal office of the Rights Agent in

New York, New York, one four-thousandth of a fully paid,

nonassessable share of Series A Junior Participating Preferred

Stock (the "Preferred Stock") of the Company, at a purchase price

of $200 per one four-thousandth of a share (the "Purchase

Price"), upon presentation and surrender of this Rights

Certificate with the appropriate Form of Election to Purchase

duly executed.  The number of Rights evidenced by this Rights

Certificate (and the number of shares which may be purchased upon

exercise thereof) set forth above, and the Purchase Price set

forth above, are the number and Purchase Price as of November 15,

1996, based on the Preferred Stock as constituted at such date.

          As provided in the Rights Agreement, the Purchase Price

and the number of shares of Preferred Stock or other securities

which may be purchased upon the exercise of the Rights evidenced

by this Rights Certificate are subject to modification and

adjustment upon the happening of certain events.

          This Rights Certificate is subject to all of the terms,

provisions and conditions of the Rights Agreement, which terms,

provisions and conditions are hereby incorporated herein by

reference and made a part hereof and to which Rights Agreement

reference is hereby made for a full description of the rights,

limitations of rights, obligations, duties and immunities

hereunder of the Rights Agent, the Company and the holders of the

Rights Certificates.  Copies of the Rights Agreement are on file

at the principal office of the Company and are also available

upon written request to the Company.

          This Rights Certificate, with or without other Rights

Certificates, upon surrender at the principal office of the

Rights Agent, may be exercised for another Rights Certificate or

Rights Certificates of like tenor and date evidencing Rights

entitling the holder to purchase a like aggregate number of

shares of Preferred Stock as the Rights evidenced by the Rights

Certificate or Rights Certificates surrendered shall have

entitled such holder to purchase.  If this Rights Certificate

shall be exercised (other than pursuant to Section 11(a)(ii) of

the Rights Agreement) in part, the holder shall be entitled to

receive upon surrender hereof another Rights Certificate or

Rights Certificates for the number of whole Rights not exercised.

If this Rights Certificate shall be exercised in whole or in part

pursuant to Section 11(a)(ii) of the Rights Agreement, the holder

shall be entitled to receive this Rights Certificate duly marked

to indicate that such exercise has occurred as set forth in the

Rights Agreement.

          Subject to the provisions of the Rights Agreement, the

Rights evidenced by this Certificate may be redeemed by the

Company at its option at a redemption price of $.05 per Right.

Subject to the provisions of the Rights Agreement, the Company,

at its option, may elect to mail payment of the redemption price

to the registered holder of the Right at the time of redemption,

in which event this certificate may become void without any

further action by the Company.

         No fractional shares of Preferred Stock will be issued

upon the exercise of any Right or Rights evidenced hereby (other

than fractions which are integral multiples of one one-thousandth

of a share of Preferred Stock, which may, at the election of the

Company, be evidenced by depositary receipts), but in lieu

thereof a cash payment will be made, as provided in the Rights

Agreement.

          No holder of this Rights Certificate, as such, shall be

entitled to vote or receive dividends or be deemed for any

purpose the holder of shares of Preferred Stock or of any other

securities of the Company which may at any time be issuable on

the exercise hereof, nor shall anything contained in the Rights

Agreement or herein be construed to confer upon the holder

hereof, as such, any of the rights of a shareholder of the

Company or any right to vote for the election of directors or

upon any matter submitted to shareholders at any meeting thereof,

or to give or withhold consent to any corporate action, or, to

receive notice of meetings or other actions affecting

shareholders (except as provided in the Rights Agreement), or to

receive dividends or subscription rights, or otherwise, until the

Right or Rights evidenced by this Rights Certificate shall have

been exercised as provided in the Rights Agreement.

         This Rights Certificate shall not be valid or obligatory

for any purpose until it shall have been countersigned by the

Rights Agent.

          WITNESS the facsimile signature of the proper officers

of the Company and its corporate seal.  Dated as of

_______________.



ATTEST:                            DOVER CORPORATION



                                   By
- --------------------------------       --------------------------
Name:                                  Name:
Title:                                 Title:


Countersigned:



- ---------------------------------
Authorized Signature

          [Form of Reverse Side of Rights Certificate]

                                
                       FORM OF ASSIGNMENT
                       ------------------
                                
 (To be executed by the registered holder if such holder desires
              to transfer the Rights Certificate.)


FOR VALUE RECEIVED
                   -------------------------------------

hereby sell, assigns and transfers unto
                                        -------------------------
- -----------------------------------------------------------------
           (Please print name and address of transferee)

- -----------------------------------------------------------------
this Rights Certificate, together with all right, title and

interest therein, and does hereby irrevocably constitute and

appoint _____________________ Attorney, to transfer the within

Rights Certificate on the books of the within-named Company, with

full power of substitution.



Dated: __________________ 19__

                                   
                                   ------------------------------
                                   Signature
Signature Guaranteed:

                                
                                
                                
                           Certificate
                                
                           -----------
          The undersigned hereby certifies by checking the

 appropriate boxes that:

         (1)   the Rights evidenced by this Rights Certificate

[  ] are [  ] are not being sold, assigned and transferred by or

on behalf of a Person who is or was an Acquiring Person or an

Affiliate or Associate of any such Acquiring Person (as such

terms are defined pursuant to the Rights Agreement);

         (2) after due inquiry and to the best knowledge of the

undersigned, it [  ] did [  ] did not acquire the Rights

evidenced by this Rights Certificate from any Person who is, was

or subsequently became an Acquiring Person or an Affiliate or

Associate of an Acquiring Person.

Dated: __________________ 19__

                                   
                                   ------------------------------
                                   Signature
                                

                                
                             NOTICE
                             ------
          The signature to the foregoing Assignment must

 correspond to the name as written upon the face of this Rights

 Certificate in every particular, without alteration or

 enlargement or any change whatsoever.

                                
                                
                                
                  FORM OF ELECTION TO PURCHASE
                  ----------------------------

        (To be executed if holder desires to exercise the
        Rights Certificate pursuant to Section 11(a)(ii)
                    of the Rights Agreement.)

To DOVER CORPORATION:

          The undersigned hereby irrevocably elects to exercise

__________________ Rights represented by this Rights Certificate

to purchase the shares of Common Stock (or such other securities

of the Company) issuable upon the exercise of the Rights and

requests that certificates for such shares be issued in the name

of:


- -----------------------------------------------------------------
   (Please insert social security or other identifying number)

- -----------------------------------------------------------------
                 (Please print name and address)

- -----------------------------------------------------------------
         The Rights Certificate indicating the balance, if any,

of such Rights which may still be exercised pursuant to Section

11(a)(ii) of the Rights Agreement shall be returned to the

undersigned unless such person requests that the Rights

Certificate be registered in the name of and delivered to:


- -----------------------------------------------------------------
Please insert social security or other identifying number
(complete only if Rights Certificate is to be registered in a
name other than the undersigned)

- -----------------------------------------------------------------
                 (Please print name and address)

- -----------------------------------------------------------------

- -----------------------------------------------------------------
Dated: __________________ 19__
                                   ------------------------------
                                   Signature
Signature Guaranteed:

                                
                           Certificate
                           -----------
         The undersigned hereby certifies by checking the

appropriate boxes that:

        (1)    the Rights evidenced by this Rights Certificate

[  ] are [  ] are not being exercised by or on behalf of a Person

who is or was an Acquiring Person or an Affiliate or Associate of

any such Acquiring Person (as such terms are defined pursuant to

the Rights Agreement);

         (2)   this Rights Certificate [  ] is [  ]is not being

sold, assigned and transferred by or on behalf of a Person who is

or was an Acquiring Person or an Affiliate or Associate of any

such Acquiring Person (as such terms are defined pursuant to the

Rights Agreement);

         (3)   after due inquiry and to the best knowledge of the

undersigned, it [  ] did [  ] did not acquire the Rights

evidenced by this Rights Certificate from any Person who is, was

or subsequently became an Acquiring Person or an Affiliate or

Associate of an Acquiring Person.


Dated: __________________ 19__      -----------------------------
                                   Signature


                             NOTICE
                             ------

         The signature to the foregoing Election to Purchase must
correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or
enlargement or any change whatsoever.

                  FORM OF ELECTION TO PURCHASE
                  ----------------------------

    (To be executed if holder desires to exercise the Rights
   Certificate other than pursuant to Section 11(a)(ii) of the
                       Rights Agreement.)

To DOVER CORPORATION:

          The undersigned hereby irrevocably elects to exercise

___________ Rights represented by this Rights Certificate to

purchase the shares of Preferred Stock (or such other securities

of the Company or any other Person) issuable upon the exercise of

the Rights and requests that certificates for such shares be

issued in the name of:


- -----------------------------------------------------------------
   (Please insert social security or other identifying number)

- -----------------------------------------------------------------
                 (Please print name and address)

- -----------------------------------------------------------------
         The Rights Certificate indicating the balance, if any,

of such Rights which may still be exercised pursuant to Section

11(a)(ii) of the Rights Agreement shall be returned to the

undersigned unless such person requests that the Rights

Certificate be registered in the name of and delivered to:


- -----------------------------------------------------------------
Please insert social security or other identifying number
(complete only if Rights Certificate is to be registered in a
name other than the undersigned)

- -----------------------------------------------------------------
                  (Please print name and address)

- -----------------------------------------------------------------
Dated: __________________ 19__
                                    -----------------------------
                                   Signature
Signature Guaranteed:

                                
                           Certificate
                           -----------
          The undersigned hereby certifies by checking the

appropriate boxes that:

          (1)  the Rights evidenced by this Rights Certificate

[  ]are [  ] are not being sold, assigned and

transferred by or on behalf of a Person who is or was an

Acquiring Person or an Affiliate or Associate of any such

Acquiring Person (as such terms are defined pursuant to the

Rights Agreement);

          (2) after due inquiry and to the best knowledge of the

undersigned, it [  ] did [  ] did not acquire the Rights

evidenced by this Rights Certificate from any Person who is, was

or subsequently became an Acquiring Person or an Affiliate or

Associate of an Acquiring Person.


Dated: __________________ 19__      -----------------------------
                                   Signature


                             NOTICE
                             ------

          The signature to the foregoing Election to Purchase
must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.



                                             EXHIBIT C

                                             November 15, 1996

                                

         SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES



          UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS
OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED
PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR
BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.


          On November 5, 1987, the Board of Directors of Dover

Corporation (the "Company") declared a dividend distribution of

one Right for each outstanding share of common stock, par value

$1.00 per share, of the Company (the "Common Stock").  The

dividend was paid to the holders of record of the Common Stock as

of 5:00 P.M New York, New York time on November 23, 1987 (the

"Record Date"), and either was paid or is payable with respect to

shares of Common Stock issued thereafter until the Distribution

Date (as hereinafter defined) and, in certain circumstances, is

payable with respect to the shares of Common Stock issued after

the Distribution Date.  Since November 5, 1987, the terms of the

Rights have been amended on November 7, 1996.



          Except as set forth below, there is associated with

each outstanding share of Common Stock one Right which,  when

exercisable, entitles the registered holder to purchase from the

Company one four-thousandth of a share of a series of preferred

stock, designated as Series A Junior Participating Preferred

Stock, par value $100 per share (the "Preferred Stock"), at a

price of $200 per one four-thousandth of a share (the "Purchase

Price"), subject to adjustment.  The description and terms of the

Rights are set forth in an Amended and Restated Rights Agreement

(the "Rights Agreement"), dated as of November 15, 1996 between

the Company and Harris Trust Company of New York (the "Rights

Agent"), which agreement amends and restates the agreement dated

as of November 5, 1987 (the "Prior Rights Agreement").  The terms

of the Preferred Stock are summarized below and are set forth in

the Certificate of Designation attached as Exhibit A to the

Rights Agreement.



          Until the earliest to occur of (i) a public

announcement that, without the prior consent of the Board of

Directors of the Company, a person or group, including any

affiliates or associates of such person or group (an "Acquiring

Person"), acquired, or obtained the right to acquire, beneficial

ownership of 15% or more of the outstanding shares of Common

Stock (the "Stock Acquisition Date") or (ii) ten business days

(or such later date as the Board may determine) following the

commencement or announcement of an intention (which is not

subsequently withdrawn) to make a tender offer or exchange offer

which would result in any person or group (and related persons)

having beneficial ownership of 15% or more of the outstanding

shares of Common Stock without the prior consent of the Board of

Directors (the earliest of such dates being called the

"Distribution Date"), the Rights will be attached to all Common

Stock certificates and will be evidenced, with respect to any of

the Common Stock certificates outstanding as of November 6, 1996,

by the Common Stock certificates (and any notation on any

certificate representing shares of Common Stock incorporating by

reference the Prior Rights Agreement shall be deemed to

incorporate by reference the Rights Agreement).  The Rights

Agreement provides that, until the Distribution Date, the Rights

will be transferred with and only with the shares of Common

Stock.  Until the Distribution Date (or earlier redemption or

expiration of the Rights), new Common Stock certificates issued

after November 6, 1996 upon transfer, replacement or new issuance

of shares of Common Stock will contain a notation incorporating

the Rights Agreement by reference.  Until the Distribution Date

(or earlier redemption or expiration of the Rights), the

surrender for transfer of any Common Stock certificates

outstanding as of November 6, 1996, even without such a notation,

will also constitute the transfer of the Rights associated with

the shares of Common Stock represented by such certificate.  As

soon as practicable following the Distribution Date, separate

certificates evidencing the Rights ("Rights Certificates") will

be mailed to holders of record of the shares of Common Stock as

of the close of business on the Distribution Date, and the

separate Rights Certificates alone will evidence the Rights.



          The Rights are not exercisable until the Distribution

Date.  The Rights will expire on November 7, 2006, unless earlier

redeemed by the Company as described below.



          The Preferred Stock purchasable upon exercise of the

Rights will be nonredeemable and junior to any other series of

preferred stock the Company may issue (unless otherwise provided

in the terms of such stock).  Each share of Preferred Stock will

have a preferential quarterly dividend in an amount equal to the

greater of $10.00 and 4,000 times the dividend declared on each

share of Common Stock.  In the event of liquidation, the holders

of Preferred Stock will receive a preferred liquidation payment

per share equal to the greater of $100.00 and 4,000 times the

payment made per share of Common Stock.  Each share of Preferred

Stock will have 1 vote, voting together with the Common Stock.

In the event of any merger, consolidation or other transaction in

which shares of Common Stock are exchanged, each share of

Preferred Stock will be entitled to receive 4,000 times the

amount and type of consideration received per share of Common

Stock.  The rights of the Preferred Stock as to dividends, and in

the event of liquidation or mergers and consolidations, are

protected by customary anti-dilution provisions.  Fractional

shares of Preferred Stock in integral multiples of one

four-thousandth of a share of Preferred Stock will be issuable;

however, the Company may elect to distribute depositary receipts

in lieu of such fractional shares.  In lieu of fractional shares

other than fractions that are multiples of one four-thousandth of

a share, an adjustment in cash will be made based on the market

price of the Preferred Stock on the last trading date prior to

the date of exercise.



          In the event that any person becomes an Acquiring

Person (except pursuant to a tender or exchange offer for all

outstanding shares of Common Stock at a price and on terms

determined by at least a majority of the Board of Directors who

are not officers of the Company to be both adequate and otherwise

in the best interests of the Company and its shareholders (other

than the Person or an Affiliate or Associate thereof on whose

behalf the offer is being made)), each holder of a Right

generally will thereafter have the right for a 60 day period

after the later of the date of such event and the effectiveness

of an appropriate registration statement (or such other longer

period set by the Board of Directors) to receive upon exercise of

the Right that number of shares of Common Stock (or, under

certain circumstances, of one four-thousandths of a share of

Preferred Stock or other securities) having an average market

value during a specified time period (immediately prior to the

occurrence of a Person becoming an Acquiring Person) of two times

the exercise price of the Right (such right being called the

"Flip-In Right").  Notwithstanding the foregoing, following the

occurrence of a Person becoming an Acquiring Person, all Rights

that are, or (under certain circumstances specified in the Rights

Agreement) were, beneficially owned by the Acquiring Person or

any affiliate or associate thereof will be null and void.



          In the event that, at any time following the Stock

Acquisition Date or, if a transaction is proposed, the

Distribution Date, the Company is acquired in a merger or other

business combination transaction or 50% or more of the Company's

assets or earning power are sold (in one transaction or a series

of transactions), proper provision shall be made so that each

holder of a Right (except a Right voided as set forth above)

shall thereafter have the right to receive, upon the exercise

thereof at the then current exercise price of the Right, that 

number of shares of common stock of the acquiring company (or,

 in the event there is more than one acquiring company, the 

acquiring company receiving the greatest portion of the assets 

or earning power transferred) which at the time of such 

transaction would have a market value of two times the exercise 

price of the Right (such right being called the "Flip-Over Right").  

The holder of a Right will continue to have the Flip-Over Right 

whether or not such holder exercises the Flip-In Right.



          The Purchase Price payable, the number of Rights and

the number of one four-thousandths of a share of Preferred Stock,

shares of Common Stock or other securities or property issuable,

upon exercise of the Rights are subject to adjustment from time

to time to prevent dilution (i) in the event of a stock dividend

on, or a subdivision, combination or reclassification of the

Preferred Stock, (ii) upon the grant to holders of the Preferred

Stock of certain rights or warrants to subscribe for Preferred

Stock, certain convertible securities or securities having the

same or more favorable rights, privileges and preferences as the

Preferred Stock at less than the current market price of the

Preferred Stock or (iii) upon the distribution to holders of the

Preferred Stock of evidences of indebtedness or assets (excluding

regular quarterly cash dividends out of earnings or retained

earnings and dividends payable in Preferred Stock) or of

subscription rights or warrants (other than those referred to

above.)



          With certain exceptions, no adjustment in the Purchase

Price will be required until cumulative adjustments require an

adjustment of at least 1% in such Purchase Price.



          The number of outstanding Rights associated with each

share of Common Stock, the fraction of a share of Preferred Stock

(including the economic rights of each such fractional share)

issuable upon exercise of each Right and the Redemption Price (as

defined below) are also subject to adjustment in the event of a

stock split of the Common Stock or a stock dividend on the Common

Stock payable in Common Stock or subdivisions, consolidations or

combinations of the Common Stock occurring, in any such case,

prior to the Distribution Date.



          At any time prior to the earliest to occur of (i) the

close of business on the Stock Acquisition Date or (ii) the

expiration of the Rights, the Company may redeem the Rights in

whole, but not in part, at a price of $.0125 per Right (the

"Redemption Price"), which redemption shall be effective upon the

action of the Board of Directors.  Additionally, following the

Stock Acquisition Date and the expiration of the period during

which the Flip-In Right is exercisable, the Company may redeem

the then outstanding Rights in whole, but not in part, at the

Redemption Price, provided that such redemption is in connection

with a merger or other business combination transaction or series

of transactions involving the Company in which all holders of

Common Stock are treated alike but not involving an Acquiring

Person (or any person who was an Acquiring Person) or its

affiliates or associates.  Upon the effective date of the

redemption of the Rights, the right to exercise the Rights will

terminate and the only right of the holders of Rights will be to

receive the Redemption Price.



          The Board of Directors of the Company may, at its

option, upon the acquisition of 15% or more (but less than 50%)

of the then outstanding shares of Common Stock, exchange the

Rights (not including the Rights beneficially owned by the

Acquiring Person or any Affiliate or Associate thereof which

Rights are null and void) then outstanding for Common Stock at

the exchange ratio of one share of Common Stock per one Right.



          Until a Right is exercised, the holder thereof, as

such, will have no rights as a shareholder of the Company,

including, without limitation, the right to vote or to receive

dividends.



          Except as set forth above, the terms of the Rights may

be amended by the Board of Directors of the Company in order (i)

to cure any ambiguity, (ii) to correct or supplement any

provision of the Rights Agreement which may be defective or

inconsistent with any other provisions, (iii) prior to the

Distribution Date, to change or supplement the provisions under

the Rights Agreement which the Company deems necessary or

desirable, and (ii) on or after the Distribution Date in any

manner not adversely affecting the interests of the holders of

the Rights (including the interests of any Acquiring Person).