[GRAPHICS OMITTED]
COMMON STOCK
Incorporated under This certificate SEE REVERSE FOR CERTAIN SHARES
the laws of the is transferable in DEFINITIONS
State of New York Cleveland, Ohio and
and New York, New York
CUSIP 34354P 10 5
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FLOWSERVE FLOWSERVE CORPORATION
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Flowserve Corporation (hereinafter called the "Corporation"), transferable on
the books of the Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation of the
Corporation, as amended (a copy of which certificate is on file with the
Transfer Agent), to all of which the holder, by acceptance hereof, assents. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the seal of the Corporation and the facsimile
signatures of its duly authorized officers.
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Dated:
/s/ Ronald F. Shuff /s/ C. Scott Greer
[CORPORATE SEAL] Secretary Chairman, President and
Chief Executive Officer
Countersigned and Registered:
NATIONAL CITY BANK
(Cleveland, OH) Transfer Agent
and Registrar
BY
S P E C I M E N
Authorized Signature
FLOWSERVE CORPORATION
ARTICLE "EIGHTH" OF THE CERTIFICATE OF INCORPORATION CONTAINS A PROVISION
SPECIFYING A PROPORTION (TWO-THIRDS) OF THE VOTE OF SHAREHOLDERS GREATER THAN
THE PROPORTION PRESCRIBED BY STATUTE IN THE ABSENCE OF SUCH PROVISION TO (a)
ADOPT, AMEND OR REPEAL ANY BY-LAW OR ANY PROVISION OF THE CERTIFICATE OF
INCORPORATION, RELATING TO (i) THE NUMBER, CLASSIFICATION AND TERMS OF OFFICE
OF DIRECTORS, (ii) THE FILLING OF NEWLY CREATED DIRECTORSHIPS AND VACANCIES
OCCURRING IN THE BOARD OF DIRECTORS, (iii) THE REMOVAL OF DIRECTORS, OR (iv)
THE POWER OF THE BOARD OF DIRECTORS TO ADOPT, AMEND OR REPEAL BY-LAWS OF THE
CORPORATION OR THE VOTE OF THE BOARD OF DIRECTORS REQUIRED FOR ANY SUCH
ADOPTION, AMENDMENT OR REPEAL; OR (b) AMEND OR REPEAL SAID ARTICLE "EIGHTH."
ARTICLE "NINTH" OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION
CONTAINS A PROVISION SPECIFYING A PROPORTION (80%) OF THE COTE OF SHAREHOLDERS
GREATER THAN THE PROPORTION PRESCRIBED BY STATUE IN THE ABSENCE OF SUCH
PROVISION TO (a) AUTHORIZE A MERGER OR CONSOLIDATION OF THE CORPORATION WITH
OR INTO, OR A SALE OR OTHER DISPOSITION OF SUBSTANTIALLY ALL THE ASSETS OF A
"RELATED CORPORATION OR ANY AFFILIATE OF A RELATED CORPORATION" AS THEREIN
DEFINED OR (b) AMEND OR DELETE SAID ARTICLE "NINTH."
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATION, POWERS, RELATIVE RIGHTS, AND
PREFERENCES AND LIMITATION OF THE SHARES OF EACH CLASS OF SHARES, IF MORE THAN
ONE, AUTHORIZED TO BE ISSUED AND THE DESIGNATION, POWERS, RELATIVE RIGHTS,
PREFERENCES AND LIMITATIONS OF EACH SERIES OF ANY CLASS OF PREFERRED SHARES
AUTHORIZED TO BE ISSUED SO FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY
OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE POWERS, RELATIVE RIGHTS,
PREFERENCES AND LIMITATIONS OF OTHER SERIES.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS
AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THE FLOWSERVE CORPORATION AND
NATIONAL CITY BANK, DATED AS OF AUGUST 1, 1996 ("RIGHTS AGREEMENT"), THE TERMS
OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL EXECUTIVE OFFICE OF FLOWSERVE CORPORATION UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. FLOWSERVE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE
A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT
BY IT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED
IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR THEIR ASSOCIATES OR AFFILIATES (AS DEFINED IN THE RIGHTS AGREEMENT)
OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BE LIMITED AS PROVIDED IN SECTION
11(A)(II) OF THE RIGHTS AGREEMENT.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______________ Custodian _______________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of
survivorship and not as tenants ---------------------------------------
in common (State)
Additional abbreviations may also be used though not in the above list.
NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Certificate in every
particular, without alteration or enlargement, or any change whatever.
SIGNATURE(S) MUST BE GUARANTEED by a participant in either the Securities Transfer Agents Medallion Program ("STAMP"), the Stock
Exchanges Medallion Program ("SEMP") or the New York Stock Exchange Medallion Signature Program ("MSP").
FOR VALUE RECEIVED _____________ hereby sell, assign and transfer unto_________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
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or capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
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to transfer the said stocks on the Books of the within-named Company with full power of substitution in the premises.
Dated ________________________________ __________________________________________________________
(SIGNATURE/S OF SHAREHOLDER/S)
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(SIGNATURE/S GUARANTEED BY)