2004 Committee Charter : GDI

Pursuant to Section 4.1 of the Bylaws of Gardner Denver, Inc. (the
"Company"), the Board of Directors (the "Board") is required to
designate an Audit and Finance Committee (the "Committee") and to
adopt a charter, which may be amended from time to time, setting
forth the powers and duties of the Committee. The Board and the
Committee have approved and adopted this Charter.


The purpose of the Committee shall be to assist the Board in
fulfilling its oversight responsibilities with respect to:

1. The integrity of the Company's financial statements and financial
information provided to shareholders and others;

2. The adequacy and effectiveness of the Company's disclosure
controls and procedures and its internal control over financial

3. The adequacy and effectiveness of the Company's financial
reporting principles and policies;

4. The adequacy and effectiveness of the Company's internal and
external audit processes;

5. The adherence to the Company's regulatory compliance policies and

6. The Company's compliance with legal and regulatory requirements;

7. The Company's independent auditor's qualifications and


The following requirements shall govern the composition of the

1. Number. The Committee shall consist of not less than three (3)
independent directors appointed to serve at the pleasure of the

2. Independence. Each member of the Committee shall meet the
independence requirements of the New York Stock Exchange (the
"NYSE") and the Securities and Exchange Commission (the "SEC"),
including, without limitation, that: (a) the member has no
material relationship with the Company; (b) the member's sole
remuneration from the Company, whether direct or indirect, is his
or her compensation as a director; and (c) the member not be an
affiliated person of the Company or any subsidiary, as defined by
Rule 10A-3 of the Securities Exchange Act of 1934 (the "Exchange Act").

3. Financial Literacy. Each member shall be financially literate or
must become financially literate within a reasonable period of
time after his/her appointment to the Committee. The "financially
literate" qualification shall be interpreted by the Board in its
business judgment. In exercising its business judgment, the Board
shall consider determinations or definitions of such
qualification by the NYSE and/or the SEC, if available.

4. Accounting or Financial Expertise. At least one member of the
Committee, including the Chairman of the Committee, must have
accounting or related financial management expertise, as the
Board interprets such qualification in its business judgment. In
exercising its business judgment, the Board shall consider
determinations or definitions of such qualification by the SEC,
including Item 401(h) of Regulation S-K.


The powers and duties of the Committee shall be as follows.

1. To have sole authority with respect to the following matters
relating to the Company's independent public accounting firm (the
"Accounting Firm")--appointment, retention, discharge, oversight,
compensation, approval of non-audit services and determination of
independence, including resolution of any disagreements between
management and the Accounting Firm regarding financial reporting;

2. To review with the Accounting Firm and management the planned
scope of the annual audit of the Company's consolidated financial
statements and the results thereof;

3. To review with management and the internal auditor the
planned scope of the Company's annual internal audit plan and the
findings and conclusions of such internal audit;

4. To approve in advance all audit and non-audit services (and
estimated fees) to be provided by the Accounting Firm in accordance
with a pre-approval policy to be adopted by the Committee;

5. To receive and review reports at least annually, within the
legally required timeframe, prior to the filing of audited financial
statements with the SEC, from the Accounting Firm with respect to
the following matters:

a. all critical accounting policies and practices used by the
Company in the preparation of its financial statements;

b. all alternative treatments of financial information within
GAAP for policies and practices related to material items
that have been discussed with management, including the
ramifications of the use of any alternative disclosures and
treatments and the treatment preferred by the Accounting
Firm; and

c. any other material, written communications between the
Accounting Firm and management, including management
representation letters, reports or observations and
recommendations on internal controls, schedules of unadjusted
differences and a listing of adjustments and
reclassifications not recorded, if any, the engagement letter
and the independence letter.

6. To review with the Accounting Firm any problems or
difficulties with the audit, including any restrictions on the scope
of the Accounting Firm's activities or on access to requested
information, significant disagreements with management, any
accounting adjustments that were noted or proposed by the auditor
but were "passed" (as immaterial or otherwise), any communications
between the audit team and the Accounting Firm's national office
respecting auditing or accounting issues presented by the
engagement, any "management" or "internal control" letter issued, or
proposed to be issued, by the Accounting Firm to the Company,
responsibilities, budget and staff issues and management's response;

7. At least annually, to obtain and review a report by the
Accounting Firm describing the Accounting Firm's independence and
internal quality control procedures, including material issues
raised by the most recent internal quality-control review, or peer
review, of the Accounting Firm, or by any inquiry or investigation
by governmental or professional authorities within the preceding
five (5) years respecting one or more independent audits carried out
by the Accounting Firm and any steps taken to address such issues;

8. To receive and review the annual report from the Accounting
Firm regarding the Company's internal control over financial
reporting required pursuant to Section 404 of the Sarbanes-Oxley
Act, and to review such report with management;

9. To review and discuss with the CEO, CFO and representatives
of the management disclosure committee, the internal audit
department and the Accounting Firm the Company's annual audited
financial statements and quarterly financial statements, including
the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations"; major
issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company's
selection or application of accounting principles, and major issues
as to the adequacy of the Company's internal controls and any
special audit steps adopted in light of material control
deficiencies; analyses prepared by management and/or the Accounting
Firm setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial
statements; and the effect of regulatory and accounting initiatives
on the financial statements of the Company;

10. To receive on at least an annual basis from the CEO, CFO,
Controller and such other financial executives of the Company as the
Committee shall determine, the Code of Ethics Certification attached
as Exhibit 1;

11. To hold such other conferences and conduct such other
reviews with the Accounting Firm or with management as deemed
necessary or appropriate;

12. To establish procedures for the receipt, retention,
treatment and handling of complaints regarding accounting, internal
accounting controls or auditing matters, including procedures for
the confidential, anonymous submission by employees of concerns and
complaints regarding questionable accounting or auditing matters;

13. To address any attempt by an officer, employee or other
person acting under the direction of management to fraudulently
influence, coerce, manipulate or mislead the Accounting Firm for the
purpose of creating materially misleading financial statements;

14. To oversee Company management (the benefits committee), in
its establishment of investment objectives, policies and performance
criteria for the management of the Company's retirement and benefit
plan assets;

15. To review the performance of the Committee on an annual

16. To review and reassess the adequacy of the Committee's
charter on an annual basis and to report such results to the Board;

17. To monitor compliance with the Company's Code of Ethics and
Business Conduct and other policies and procedures, and related
information, concerning environmental, legal and other matters which
may represent material financial exposure or risk to the Company;

18. To meet at least four (4) times per year on a quarterly

19. To set clear hiring policies for employees or former
employees of the Accounting Firm;

20. To adopt rules and make provisions as deemed appropriate for
the conduct of such meetings, acting upon and recording matters
within its authority and for making such reports to the Board as it
may deem appropriate;

21. To report regularly to the Board and review with the Board
any issues that arise with respect to the quality or integrity of
the Company's financial statements, the Company's compliance with
legal or regulatory requirements, the performance and independence
of the Accounting Firm, or the performance of the internal audit

22. To furnish the report required by the SEC in the Company's
annual proxy statement;

23. To retain outside financial and legal advisors to assist it
in meeting any of the above obligations, as necessary or
appropriate; and

24. To ensure that the Company provides for appropriate funding
for payment of compensation to the Accounting Firm and any other
outside advisors retained by the Committee and administrative
expenses of the Committee as necessary or appropriate.


In meeting its duties and exercising its powers, the Committee shall
be guided by the following principles and requirements.

1. Management Responsibility. While the Committee has the
responsibilities and powers set forth in this Charter, it is not the
duty of the Committee to plan or conduct audits or to determine that
the Company's financial statements are complete and accurate and are
in accordance with generally accepted accounting principles. This is
the responsibility of management and the Accounting Firm. It is also
not the duty of the Committee to ensure compliance with laws and
regulations or the Company's policies and procedures, including the
Conflicts of Interest and Ethical Conduct Policy.

2. Oversight Role. Effective audit committees should:

a. understand the Company's risk profile and oversee risk
assessment and management practices, including the Company's
major financial risk exposures and the steps management has
taken to monitor and control such exposures;

b. approach their responsibilities with a degree of constructive
skepticism, especially in reviewing the Company's financial
reporting and financial controls with management and the
internal and external auditors;

c. focus on the important responsibility of overseeing the
Company's financial integrity, including reviewing and
assessing the quality of senior management;

d. confirm the quality of systems involved in the financial
management of the Company;

e. encourage and provide open lines of communication between the
committee and both internal and external auditors as well as

f. periodically meet in executive sessions separately with the
Accounting Firm and internal auditor to review and assess
financial reporting and financial controls and quality of
financial reports;

g. review the qualifications, quality, independence and
reputation of the Accounting Firm, management, and lead
partner on an annual basis and present the Committee's
conclusions to the Board;

h. require rotation of the lead, review and concurring partners
of the audit engagement team at least every five (5) years
and of all other partners at least every seven (7) years; and

i. review and discuss with management and the Accounting Firm
the Company's critical accounting policies and the
application and disclosure of these policies, prior to
finalizing and filing annual reports.