GARDNER DENVER INC
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>3
<FILENAME>ex10p17.txt
<TEXT>
<PAGE>

                                                               Exhibit 10.17


                            GARDNER DENVER, INC.

                        EMPLOYEE STOCK PURCHASE PLAN

                             SECTION 1. PURPOSE

The Gardner Denver, Inc. Employee Stock Purchase Plan (the "Plan") is
designed to provide employees of Gardner Denver, Inc. (the "Company") and
its subsidiaries with the opportunity to acquire shares of common stock of
the Company ("Stock"), by granting options to such employees on such dates
not later than December 31, 2008 as the Board of Directors of the Company
(the "Board") may from time to time determine (each such date is herein
referred to as an "Offering Date"), which options shall be exercised on such
dates, in each case not later than 15 months after the related Offering
Date, as are established in accordance with the provisions of this Plan
(each such date of exercise is herein referred to as an "Exercise Date").
This Plan is intended to constitute an "employee stock purchase plan" within
the meaning of section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").

SECTION 2.  ELIGIBLE EMPLOYEES

All persons who on an Offering Date are employees of the Company or of such
of its subsidiary corporations (within the meaning of Section 424(f) of the
Code) as may be designated prior to such Offering Date by the Board
("Participating Subsidiaries") will be eligible to participate in the Plan
except for:

         (a)      directors of the Company or a Participating Subsidiary
                  that are not employees;

         (b)      employees that have been continuously employed by the
                  Company, its Participating Subsidiaries or predecessors of
                  such subsidiaries for less than two months prior to such
                  Offering Date;

         (c)      employees whose customary employment is less than 20 hours
                  per week or for not more than five months in any calendar
                  year; and

         (d)      any employee who, if granted an option under the Plan,
                  would immediately after the option is granted own stock
                  equal to five percent or more of the total combined voting
                  power or value of all classes of stock of the Company or
                  of its parent or subsidiary corporations (within the
                  meaning of sections 423(b)(3) and 424(d) of the Code).


<PAGE>
<PAGE>

SECTION 3.  GRANT OF OPTIONS

         3.01. As of each Offering Date, each eligible employee shall be
granted an option to purchase a maximum number of shares of Stock (increased
by any fractional amount required to make a whole share), which number of
shares, when multiplied by the option price described in Section 3.02(a),
will most closely approximate a percentage fixed by the Board prior to such
Offering Date (which percentage shall not exceed 5%) of the annual
compensation of that eligible employee as in effect as of October 31 of that
calendar year, determined as follows:

         (a)      the straight-time hourly base wage rate of the employee in
                  effect on October 31 of that calendar year multiplied by
                  2,080, or by such number as the Board deems to constitute
                  the number of straight-time hours in a normal work year
                  for such employee;

         (b)      the monthly base salary of the employee in effect on
                  October 31 of that calendar year multiplied by 12; or

         (c)      if the Management Development and Compensation Committee
                  (the "Committee") believes that neither of the amounts
                  determined pursuant to the methods described in (a) and
                  (b) above would properly reflect the employee's normal
                  compensation for one year, such compensation determined in
                  a manner the Committee considers to be equitable.

The number of shares so determined is subject to possible adjustment as
provided in Sections 3.03 and 5 below.

         3.02. The option price for all shares for which options are granted
on an Offering Date will be the lesser of:

         (a)      an amount equal to 85% of the mean between the high and
                  low quoted selling prices of Stock on the composite tape
                  of the New York Stock Exchange on the Offering Date, or if
                  there is no such sale on the Offering Date, on the then
                  most recent preceding day on which any such sale occurred;
                  or

         (b)      an amount equal to 85% of the mean between the high and
                  low quoted selling prices of Stock on the composite tape
                  of the New York Stock Exchange on the Exercise Date (as
                  defined in Section 1 above), or if there is no such sale
                  on the Exercise Date, on the then most recent preceding
                  day on which any such sale occurred.

         3.03. No employee may be granted an option that permits his rights
to purchase stock under the Plan and under all other employee stock purchase
plans of the Company and its parent and subsidiary corporations to exceed
the amount provided by Section 423(b)(8) of the Code from time to time for
each calendar year in which such option is outstanding at anytime. If an
employee would become entitled to purchase a number of shares exceeding such
maximum amount, the number of shares available for purchase by the employee
shall be reduced by such excess.

                                     2

<PAGE>
<PAGE>

SECTION 4.  ELECTIONS TO PURCHASE SHARES AND PAYROLL DEDUCTIONS

Subject to Section 9, not later than 45 days after the Offering Date, an
employee may elect to purchase all or part of the shares that he is entitled
to purchase with respect to that Offering Date. Such election shall be made
by the execution by the employee of an approved form authorizing uniform
payroll deductions over a 12-month period beginning on the January 1 next
following the Offering Date and ending on December 31 of that same year (the
"Offering Termination Date"). Such payroll deductions shall be in such
amounts as will in the aggregate equal the total option price described in
Section 3.02(a) of all shares that he has elected to purchase. The minimum
payroll deduction shall be $10 per month. Any election to purchase may be
changed or terminated as hereinafter set forth. With respect to shares as to
which no election to purchase is made by the employee on or before 45 days
after the Offering Date, the option granted to the employee on that Offering
Date shall expire.

SECTION 5.  NUMBER OF SHARES OFFERED

         5.01. The aggregate number of shares which may be issued under the
Plan is 1,150,000 shares of Stock, which shares may be authorized but
unissued shares or treasury shares, or both. The aggregate number of shares
for which options are to be granted on each Offering Date shall be
determined by the Board prior to such Offering Date. Should the total number
of shares specified in all employees' initial elections to purchase as
provided in Section 4 with respect to any Offering Date exceed the aggregate
number of shares for which options are granted on that Offering Date, the
Company will, on the Offering Termination Date, make a pro rata allocation
of the aggregate number of shares for which options were granted on such
Offering Date in a uniform manner to all employees who have remained
enrolled in the Plan through the Offering Termination Date. In such event,
the initial election to purchase of each such employee will be canceled with
respect to any shares in excess of the number of shares allocated to each
such employee, written notice will be given to the employee that his
election has become effective for a reduced number of shares and any excess
funds in the employee's Account (as defined in Section 6 below) will be
refunded to him.

         5.02. The aggregate number of shares that may be issued under the
Plan may be increased to reflect a change in capitalization of the Company,
such as a stock dividend or stock split.

         5.03. If, prior to the expiration of an option theretofore granted,
the Company shall effect a subdivision or consolidation of shares of Stock
or the payment of a stock dividend on Stock without receipt of consideration
by the Company, the number of shares of Stock thereafter subject to such
option (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the option price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number
of outstanding shares shall be proportionately reduced, and the option price
per share shall be proportionately increased.

         5.04. If (i) the Company is to be merged into or consolidated with
one or more corporations and the Company is not to be the surviving
corporation, (ii) the Company is to be dissolved and liquidated, (iii)
substantially all of the assets and business of the Company are to

                                     3

<PAGE>
<PAGE>

be sold, or (iv) there occurs a "change in control of the Company," then the
Board may, in its sole discretion, with respect to any or all options then
outstanding under this Plan (a) at any time on or prior to the effective
date of such merger, consolidation, dissolution and liquidation, or sale,
and, at any time on or after a change in control cause the Offering
Termination Date and Exercise Date to be accelerated to a date or dates
fixed by the Board ("Acceleration Date") and permit an employee (or his
legal representative) to make a lump-sum deposit prior to the Acceleration
Date in lieu of the remaining payroll deductions or periodic payments which
otherwise would have been made, and upon such Acceleration Date, exercise
his option to the extent of moneys deposited by the employee and cancel any
unexercised options; or (b) at any time during the 20-day period ending on
the effective date of such merger, consolidation, dissolution and
liquidation or sale or during the 20-day period beginning on the date of a
change in control or, if later, the date the Company has notice thereof,
cancel any option in whole or in part by payment in cash to the employee of
an amount equal to the excess, but only if the amount is positive, of the
fair market value of the Company's Common Stock on the date of said
cancellation over the option price per share times the number of shares
covered by the option or portion thereof so canceled. For purposes hereof, a
"change in control of the Company" shall be deemed to have occurred if (i)
any "person," as such term is used in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the
"beneficial owner," as such term is used in Rule 13d-3 issued under the
Exchange Act, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities or (ii)
during any period of two consecutive years, individuals who at the beginning
of such period constitute the Board cease for any reason to constitute at
least a majority thereof unless the election, or the nomination for election
by the Company's shareholders, of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

         5.05. Any adjustment provided for in this Section 5 shall be
subject to any required shareholder action. No adjustment shall be made if
such adjustment would result in a modification of an option (within the
meaning of Section 424 of the Code), or cause such option to fail to
continue to qualify as an option granted under an employee stock purchase
plan (within the meaning of Section 423 of the Code).

SECTION 6.  APPLICATION OF FUNDS; EXERCISE OF OPTIONS

         6.01. The Company will establish a stock purchase account for each
employee who elects to purchase shares with respect to an Offering Date (an
"Account"), to which all payroll deductions or cash payments of that
employee with respect to the Offering Date will be credited. Interest will
not be accrued or credited in the Account.

         6.02. Amounts credited to all Accounts will be under the control of
the Company, may be maintained or controlled as a single fund or account,
and may be used for any corporate purpose. Amounts credited to Accounts for
employees of Participating Subsidiaries will be remitted to the Company from
time to time. The amount credited to each Account as of the close of
business on the respective Exercise Date for that Offering Date will be
applied by the Company to the payment for the shares to be purchased by such
employee on that Exercise Date, any amount not used for this purpose shall
be paid in cash to the employee, and the option granted the employee on that
Offering Date shall thereupon terminate.

                                     4

<PAGE>
<PAGE>

         6.03. In the event that any law or regulation, in the opinion of
counsel for the Company, may prohibit the handling or use of all or any part
of the funds in the manner contemplated by the Plan, the Company may deal
with such funds in any lawful manner it may deem advisable, including the
deposit of any such funds in individual bank accounts opened for employees.

         6.04. Promptly following an Exercise Date, the Company shall
provide all employees who remained enrolled in the Plan on the Offering
Termination Date with written notice as to the applicable option price and
the date by which such employees must notify the Company in writing with
respect to the number of shares, if any, that the employee desires to
purchase pursuant to his option. The amount credited to an employee's
Account as of the close of business on the applicable Offering Termination
Date shall be applied by the Company to the payment for the shares to be
purchased by such employee on the day next following the notification
deadline set forth in the Company's notice described immediately above. Any
amount not used for this purpose shall be paid in cash to the employee, and
the option granted the employee on that Offering Date shall thereupon
terminate. If an employee does not notify the Company by the deadline so
established by the Company, then such amount shall be applied for the
purchase of the total number of shares of Stock purchasable under the
option, and any amount not used for such purpose shall be paid in cash to
the employee and the related option shall thereupon terminate.

         6.05. An employee shall have no interest or voting rights in shares
covered by his option, and no right to receive any dividends with respect to
such shares, until such option has been exercised.

SECTION 7.  CHANGES IN ELECTION TO PURCHASE

At any time on or before the Offering Termination Date with respect to an
Offering Date, an employee may give written notice that his payroll
deductions with respect to such Offering Date shall thereafter be reduced or
shall terminate (or, if periodic cash payments for shares are being made as
permitted in Sections 9, 10 and 11, that such payments thereafter will be
reduced or will terminate) and, as the case may be:

         (a)      reduce the amount of his subsequent payroll deductions (or
                  periodic cash payments) by such amounts as will, in the
                  aggregate, be equal to a reduction of 25%, 50%, or 75% of
                  the amount of his initial payroll deduction, in which
                  event his election to purchase shall be reduced to the
                  number of shares that may be purchased, at the option
                  price described in Section 3.02(a), with the aggregate
                  amount of the payroll deductions (or periodic cash
                  payments) theretofore made and to be made thereafter;

         (b)      terminate further payroll deductions (or periodic cash
                  payments) and continue his election to purchase with
                  respect to the number of shares that may be purchased, at
                  the option price described in Section 3.02(a), with the
                  amount then credited to his Account; or

                                     5

<PAGE>
<PAGE>

         (c)      withdraw the entire amount in his Account and terminate
                  his election to purchase shares.

Any such reduction, termination or withdrawal shall be irrevocable.

SECTION 8.  TERMINATION OF EMPLOYMENT

         In the event that on or prior to the Exercise Date with respect to
an Offering Date, an employee leaves the employ of the Company or of a
Participating Subsidiary otherwise than by retirement under a plan of the
Company or such Participating Subsidiary, or is discharged for cause, any
election to purchase shares made by him with respect to that Offering Date
shall terminate and any amount then credited to his Account shall be paid in
cash to him. In the event that on or prior to the Exercise Date, an employee
leaves the employ of the Company in connection with the sale of a
subsidiary, division or line of business of the Company, the Company may, in
the discretion of the officer referred to in Section 14.01 hereof, terminate
the election of such employee to purchase shares (refunding any amount
credited to the employee's Account) or continue said election on any basis
deemed appropriate by said officer, including the making of arrangements for
continued payroll deductions by a successor employer willing to provide that
service.

SECTION 9.  RETIREMENT

         In the event an employee leaves the employ of the Company or of a
Participating Subsidiary by retirement under a plan of the Company or the
participating Subsidiary:

         (a)      at a time after an Offering Date but before payroll
                  deductions have commenced with respect to that Offering
                  Date, he shall not have the right to elect to purchase
                  shares of Stock under the option granted to him on that
                  Offering Date and such option shall be of no effect, or

         (b)      at a time after he has made an election to purchase shares
                  under an option granted to him and payroll deductions have
                  commenced with respect to that election, he may continue
                  his election to purchase shares by undertaking to make
                  periodic cash payments in amounts equal to the payroll
                  deductions previously authorized by him.

An employee, in lieu of making periodic payments under the circumstances
described in this Section 9, may elect to purchase (or continue his election
to purchase) shares by making a single lump-sum payment in cash in an amount
equal to the total of his future periodic payments. Such lump-sum payment
may be made either (i) within 30 days after the employee's employment
terminates, or (ii) in the case of an employee who has undertaken to make
periodic cash payments, at any time when he is not in default in such
payments.

SECTION 10.  LAYOFF, STRIKE OR AUTHORIZED LEAVE OF ABSENCE

         Payroll deductions for shares for which an election to purchase
with respect to an Offering Date has been made will be suspended during any
period of layoff, strike, or authorized

                                     6

<PAGE>
<PAGE>

leave of absence without pay of an employee and, in such case, if the
employee so elects, periodic payments for such shares may be made by him in
lieu thereof. If such an employee returns to active service prior to the
last payroll deduction period preceding the Offering Termination Date with
respect to that Offering Date, his payroll deductions will be resumed and,
if the employee did not make periodic cash payments during his period of
absence, he shall, by written notice within ten days after his return to
active service, elect to either:

         (a)      make up any deficiency in his Account resulting from
                  suspension of his payroll deductions by an immediate cash
                  payment; or

         (b)      not make up such deficiency, in which event the number of
                  shares to be purchased by him with respect to that
                  Offering Date shall be reduced to the number of whole
                  shares that may be purchased, at the option price
                  described in Section 3.02(a), with the amount then
                  credited to his Account plus the aggregate amount, if any,
                  of all payroll deductions with respect to that Offering
                  Date to be made thereafter.

         An employee on layoff, strike, or authorized leave of absence
without pay as of 15 days preceding such Offering Termination Date shall
give written notice prior to such Offering Termination Date specifying his
choice of one of the options described in (a) or (b) above. If such an
employee fails to give such notice, he shall be deemed to have elected the
option provided in (b). If the period of an employee's layoff, strike or
authorized leave of absence without pay shall terminate prior to such
Offering Termination Date and the employee shall not promptly resume active
employment, his election to purchase shares with respect to such Offering
Date shall terminate and the amount then credited to his Account shall be
paid in cash to him.

SECTION 11.  DEATH

         An employee may file a written designation of a beneficiary who is
to receive any shares and cash from the employee's Account under the Plan in
the event of such employee's death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such employee of such
shares and cash. In addition, an employee may file a written designation of
a beneficiary who is to receive any cash from the employee's Account under
the Plan in the event of such employee's death prior to exercise of the
option. If an employee is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be
effective. Such designation of beneficiary may be changed by the employee at
any time by written notice. In the event of the death of an employee while
an election by him to purchase shares with respect to an Offering Date is in
effect, the legal representative or beneficiary of such employee may, within
90 days after his death but not later than the Offering Termination Date
with respect to such Offering Date, by written notice elect to either:

         (a)      make up any deficiency in such employee's Account and (i)
                  make periodic payments in cash for the remainder of the
                  period ending on such Offering Termination Date in the
                  amounts theretofore elected by the employee, or (ii) in
                  lieu of such future periodic payments, make an immediate
                  lump-sum payment in an amount equal to the total of such
                  periodic payments; or

                                     7

<PAGE>
<PAGE>

         (b)      continue the employee's election to purchase with respect
                  to such number of shares as may be purchased, at the
                  option price described in Section 3.02(a), with the amount
                  then credited to the employee's Account, and make no
                  further payments; or

         (c)      withdraw the entire amount in the employee's Account and
                  terminate his election to purchase shares.

         In the event the legal representative or beneficiary of such an
employee shall fail to give notice within the prescribed period, the
employee's election to purchase shares shall terminate and the amount then
credited to the employee's Account shall be paid in cash to such legal
representative or beneficiary.

SECTION 12.  FAILURE TO MAKE PAYMENTS

         Under any of the circumstances contemplated by the Plan, where the
purchase of shares with respect to an Offering Date is to be made through
periodic or other cash payments in lieu of payroll deductions, the failure
to make any such payment shall reduce, to the extent of the amount unpaid,
the number of shares purchasable with respect to that Offering Date,
determined by the option price described in Section 3.02(a).

SECTION 13.  NONASSIGNABILITY

         No option granted under the Plan shall be transferable by the
employee otherwise than by will or the laws of descent and distribution.
Each option shall be exercisable, during his lifetime, only by the employee
to whom granted. Any purported assignment or transfer, whether voluntary or
by operation of law (other than by will or the laws of descent and
distribution) shall have the effect of terminating such option and the
related election to purchase shares thereunder.

SECTION 14.  ADMINISTRATION

         14.01. The Plan shall be administered by the Committee. The
Committee is authorized to interpret the Plan and from time to time to adopt
such rules and regulations, consistent with the provisions of the Plan, as
may be deemed advisable to carry out the Plan. The decision of the Committee
shall be final and binding for all purposes with respect to any question
arising under the Plan.

         14.02. Uniform policies shall be pursued in the administration of
the Plan, and there shall be no discrimination among employees or groups of
employees. The administration of the Plan shall include the authority, which
shall be exercised without discrimination, to make exceptions (available on
a uniform basis to all employees) to provisions of the Plan in the case of
unusual circumstances where strict adherence to such provisions would work
undue hardship. All eligible employees under the Plan shall have the same
rights and privileges under the Plan with respect to the number of shares
for which options may be granted as provided in Section 3.

         14.03. The Board shall have the right to amend, modify or terminate
the Plan at any time without notice; provided, that no amendment,
modification or termination may be made which

                                     8

<PAGE>
<PAGE>

would impair the rights of the employee in any option theretofore granted
without the consent of such employee; and provided, further, that the Board
may not make any alteration or amendment to the Plan which would increase
the aggregate number of shares that may be issued under the Plan (other than
an increase pursuant to Section 5.02 of the Plan) or change the group from
among which Participating Subsidiaries may be designated. Without limitation
on the Board's or the Committee's authority, the Board (or the Committee)
shall be entitled to change the length of the period between the Offering
Date and the Offering Termination Date, limit the frequency and/or number of
changes in the amount withheld by an employee, permit payroll withholding in
excess of the amount designated by an employee in order to adjust for delays
or mistakes in the Company's processing of withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of shares of
Stock for each employee properly correspond with amounts withheld from the
employee's compensation, and establish such other limitations or procedures
as the Board (or Committee) determines in its sole discretion are advisable.

SECTION 15.  TERMINATION OF PLAN

         The period for payroll deductions or cash payments with respect to
any Offering Date may not be extended beyond the Offering Termination Date
for such Offering Date. If not sooner terminated by the Board, the Plan will
terminate following the delivery to employees, as soon as practicable after
the Exercise Date with respect to the last Offering Date, of stock
certificates for all shares purchased and the repayment to them of all funds
not used for the purchase of shares on that Exercise Date.

SECTION 16.  HOLIDAYS

         In the event any date specified in the Plan falls on other than a
business day of the Company at its principal office in Quincy, Illinois,
such date shall be deemed to refer to the next succeeding business day.

SECTION 17.  LIENS NOT AUTHORIZED

         There is no provision in the Plan, or in any contract in connection
therewith, whereby any person has or may create a lien on any funds,
securities or other property held under the Plan.

SECTION 18.  GOVERNING LAW

         The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with the
laws of the State of Delaware and applicable Federal law.

                                     9

</TEXT>
</DOCUMENT>
