2003 Finance 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 controls and procedures for
financial reporting;

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; and

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


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, including,
without limitation, that: (a) the member has no material
relationship with the Company; and (b) the member's sole
remuneration from the Company is his or her compensation as a

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 judgement, the Board
shall consider determinations or definitions of such qualification
by the New York Stock Exchange and/or the Securities and Exchange
Commission, 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. An expert
for this purpose is a person who has:

a. an understanding of generally accepted accounting principles
and financial statements;

b. an ability to assess the general application of such
principles in connection with the accounting for estimates, accruals
and reserves;

c. some experience preparing, auditing, analyzing and evaluating
financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth
and complexity of issues that can reasonably be expected to be
raised by the Company's financial statements, or experience actively
supervising one or more persons engaged in such activities;

d. an understanding of internal controls and procedures for
financial reporting; and

e. an understanding of audit committee functions.



The expert must have acquired such attributes through any one or
more of the following:

i. Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or
auditor or experience in one or more positions that involve the
performance of similar functions;

ii. Experience actively supervising a principal financial
officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions;

iii. Experience overseeing or assessing the performance of
companies or public accountants with respect to the preparation,
auditing or evaluation of financial statements; or

iv. Other relevant experience.


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, discharge, oversight, compensation,
approval of non-audit services and determination of independence;

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 the planned scope of the Company's
annual internal audit plan and the findings and conclusions of such
internal audit;

4. To receive and review reports at least annually 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 discussed with management, including the ramifications of the
use of any alternative treatments and the treatment preferred by the
Accounting Firm,

c. any other material, written communications between the
Accounting Firm and management, including management letters or
schedules of unadjusted differences,

d. any problems with the audit, including disagreements with
management, adjustments and communication, budget and staff issues,

e. the Accounting Firm's independence and internal quality
control procedures, including material issues raised by
quality-control review, peer review or governmental inquiries of the

5. To receive and review the annual report from the Accounting
Firm regarding the Company's internal controls and procedures for
financial reporting required pursuant to Section 404 of the Sarbanes
Oxley law and to review such report with management;

6. To review with the CEO, CFO and representatives of the
management disclosure committee, the internal audit department and
the Accounting Firm the effectiveness of the Company's internal
controls and procedures for financial reporting and its disclosure
controls and procedures, and any other material issues in connection
with (i) earnings press releases, (ii) filings made with the
Securities and Exchange Commission ("SEC"), as required and/or (iii)
significant changes in accounting principles;

7. 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;

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



9. 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 accounting, internal controls and procedures
for financial reporting or auditing matters;

10. 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;

11. 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;

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

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

14. To monitor compliance with the Company's Conflicts of
Interest and Ethical Conduct Policy 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;

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

16. 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;

17. To report to the Board on the results of reviews and
conferences and submit to the Board any recommendations the
Committee may have from time to time;

18. To report on the Committee's activities and the quality of
the Company's financial reports in the Company's annual proxy

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

20. 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.


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 and 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;

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. 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 and lead partner on an annual

h. require rotation of the lead partners and review partners of
the audit engagement team at least every five (5) 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

3. Internal Controls and Procedures for Financial Reporting.
Internal controls and procedures for financial reporting are defined
to encompass traditional financial controls, as well as the controls
used by management over items that could have a financial impact. In
addition to the commitment and articulated expectations of the
Company's senior management, the foundation of the Company's
internal controls and procedures for financial reporting should be
rooted in the following five (5) components:

a. Control Environment, including the integrity, ethical values
and competence of the Company's people; management's philosophy and
operating style; the way management assigns authority and
responsibility and organizes and develops its people; and the
attention and direction provided by the Board of Directors.

b. Risk Assessment, including the identification and analysis of
relevant risks to achievement of objectives, forming a basis for
determining how the risks should be managed.

c. Control Activities, which ensure that necessary actions are
taken to address risks to achievement of the objectives.

d. Information and Communication, including steps that ensure
information is delivered and communication is provided down, across
and up the organization.

e. Monitoring, to assess the quality of the system over time
through ongoing monitoring and separate evaluations, including
thorough regular management supervision, with reports of
deficiencies upstream.

4. Fiduciaries and Investment Management Organizations.
Fiduciaries and investment management organizations employed to
assist in investing and managing the assets of the Company's
retirement plans should comply with the Company's investment
policies and objectives.

5. Non-Audit Services. The Accounting Firm shall be prohibited
from performing the following non-audit services for the Company:

a. Bookkeeping or other services relating to the accounting
records or financial statements of the Company;

b. Financial information systems design and implementation;

c. Appraisal or valuation services, fairness opinions, or
contributions-in-kind reports;

d. Actuarial services;

e. Internal audit outsourcing services;

f. Management functions or human resources;

g. Broker, dealer, investment advisor or investment banking

h. Legal services; and

i. Any other services deemed by the Committee to be