Compensation Committee of the Board of Directors of

Danaher Corporation


At a meeting attended by all of its members on December 3, 2002, at the offices of Danaher Corporation, the Committee adopted the following resolutions by unanimous votes:


RESOLVED, that the Committee authorizes a maximum bonus payable to each corporate officer, for his or her services in each of the years 2003-2007, not to exceed the amount determined under the following formula: base salary times the Performance Percentage times 300% for the President, 150% for the Executive Vice Presidents, and 100% for all other Vice Presidents, but in no event more than $5,000,000 for any individual in any year. For this purpose, the Performance Percentage shall be 90% plus or minus “X” times the higher of the current year’s or the post-2002 cumulative percentage increase or decrease in diluted earnings per share (excluding material items deemed by the Committee to be extraordinary or non-recurring), where X=4 for increases and X=2 for decreases; but the Performance Percentage shall be zero if diluted earnings per share (excluding extraordinary or non-recurring items) declines by more than 15% in any year. The Committee will approve specific bonus payments, consistent with the limitations described above, after each year’s earnings have been released. However, the payment of 2003-2007 bonuses on these performance goals shall be conditioned upon and subject to approval by the Company’s shareholders at their 2003 annual meeting.


RESOLVED, that the stock options listed on the attached Schedule A are hereby granted.


RESOLVED, that the base salaries of the Company’s three Executive Vice Presidents are hereby increased as follows, effective January 1, 2003:


Patrick W. Allender


from $390,000





Philip W. Knisely


from $405,000





Steven E. Simms


from $420,000




















/s/    MORTIMER M. CAPLIN          






/s/    A. EMMET STEPHENSON, JR.         

Mortimer M. Caplin  






A. Emmet Stephenson, Jr.
















/s/    DONALD J. EHRLICH        






/s/    ALAN G. SPOON       

Donald J. Ehrlich, Chairman    






Alan G. Spoon