Fill and Sign the Taxes and Executive Compensationeconomic Policy Institute Form

APPROVAL OF PERFORMANCE GOALS FOR 1996 BONUS Beginning in 1994, federal income tax laws limit deductions for publicly held corporations with respect to compensation in excess of $1 million paid to an executive officer who is named in its proxy statement. However, compensation payable solely on account of attainment of one or more performance goals is not subject to the deduction limit if the performance goals are objective, pre-established and determined by a compensation committee comprised solely of two or more outside directors, the material terms under which the compensation is paid are disclosed to shareholders and approved by a majority vote, and the compensation committee certifies that the performance goals and other material terms were in fact satisfied before amounts were paid. In order to ensure that the full amount of the bonus payment that may be made to the executive officers other then Group Executives for 1996 is deductible for federal income tax purposes, the material terms of the performance coals under which that bonus is to be paid are described below and the shareholders will be asked to approve those material terms. Payment of the 1996 bonus based on these performance goals is conditioned upon and subject to approval by the shareholders of the Company of the material terms of these performance goals. The maximum bonus payable to any executive officer other than Group Executives will be determined under a formula and will not exceed $1.5 million. The maximum bonus payable to each executive officer other than Group Executives for 1996 is computed under a formula approved by the Compensation Committee on March 12. 1996. that is based on the Company's reported 1996 earnings per share from continuing operations. The Compensation Committee reserves the right, in its sole and absolute discretion, not to award any bonus to the executive officers other than Group Executives for 1996 or to award any of them a bonus of less than the maximum amount determined in accordance with the formula described above. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS ESTABLISHED FOR THE PAYMENT OF BONUSES TO THE EXECUTIVE OFFICERS OTHER THAN GROUP EXECUTIVES. APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE HOLDERS OF COMMON STOCK VOTED AT THE MEETING ON THIS PROPOSAL. Danaher Corporation 3/30/96