THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Danaher Corporation (DHR)

3/30/2006 Proxy Information

Mitchell P. Rales and Steven M. Rales are brothers.

During 2005 the Company received legal services in the amount of $10,761 from the law firm of Hogan & Hartson, of which Mr. Lohr, a Director, is a partner. The amount of such fees was less than five percent of the firm’s, and of the Company’s, gross revenues for 2005.

In 2000 the Company purchased the motion control businesses of Warner Electric Company. These businesses were purchased from an entity that was controlled by Messrs. Steven M. Rales and Mitchell P. Rales, co-founders and executive officers of the Company who serve as the Company’s Chairman of the Board and Chairman of the Executive Committee, respectively. Mr. Philip W. Knisely, who joined the Company as Executive Vice President in connection with the acquisition, also owned a continuing equity interest in Warner. The transaction was unanimously recommended by an independent committee of the Company’s Board of Directors, who received an opinion from an independent financial advisor as to the fairness of the transaction. Total consideration was approximately $147 million. In 2002 the Company submitted an indemnity claim to Warner pursuant to the terms of the contract with respect to an environmental remediation matter involving approximately $550,000, in order to take advantage of indemnity rights that Warner may have against a third party with respect to such matter. The third party paid to the Company the amounts owed and this indemnification claim was resolved in the fourth quarter of 2005. In 2003, Warner was combined into Colfax Corporation, of which Messrs. Steven M. Rales and Mitchell P. Rales are directors and controlling shareholders, Mr. Philip W. Knisely owns an equity interest of less than five percent, and Mr. Allender and a trust for the benefit of Mr. Allender’s son, of which Mr. Allender is a trustee, own an aggregate equity interest of less than one percent.

A subsidiary of the Company purchases pumps from time to time on a purchase order basis from Colfax Pompe Spa, a subsidiary of Colfax. The pumps are incorporated into hydraulic power units that the Company’s subsidiary sells for use on ships. In 2005, the Company’s subsidiary purchased eight pumps from Colfax Pompe under multiple purchase orders for an aggregate purchase price of approximately $137,608 (including VAT). In 2006, the Company’s subsidiary has placed an order for an additional eight pumps for an aggregate purchase price of approximately $125,899 (including VAT), and expects to purchase additional pumps from Colfax Pompe from time to time in the future. The purchase price paid by the Company’s subsidiary for these pumps is determined on an arms’ length basis between the parties. The amount involved was less than one percent of Colfax’s, and of the Company’s, gross revenues for 2005.

Each of the Company, on the one hand, and Joust Capital, L.L.C. (“Joust”), a company controlled by Messrs. Steven M. Rales and Mitchell P. Rales, on the other hand, owns or leases a plane for business purposes. The parties have determined that by sharing certain fixed expenses relating to their respective aircraft, and by utilizing joint purchasing or joint bargaining arrangements where appropriate, each party can benefit from efficiencies of scale and cost savings. To that end, the Company and Joust have entered into an arrangement under which the Company agrees to perform management services for the Joust aircraft in like manner to the management services provided by the Company for its own aircraft, in order to coordinate the sharing of fixed expenses and use of joint purchasing and joint bargaining arrangements. The parties share on an equal basis certain fixed expenses related to the use, maintenance, storage, operation and supervision of their respective planes, including expenses related to the compensation of the flight crews that staff the planes, training costs for these flight crews, rental fees for hangar and office space and costs of shared supplies. Joust pre-pays the Company on a quarterly basis for one-half of all shared, fixed expenses incurred by the Company under the arrangement. With respect to the year ended December 31, 2005, Joust paid the Company approximately $688,903 for Joust’s share of such fixed expenses. The Company believes that this cost-sharing arrangement results in lower costs to the Company than if the Company incurred these fixed costs on a stand-alone basis. With respect to certain variable costs and certain fixed costs that are not shared, including in connection with the parties’ negotiation of options to each purchase a new airplane, the parties utilize joint purchasing or joint bargaining arrangements in order to obtain the benefit of discounted pricing. Each party pays directly the variable costs of operating its own plane, such as expenses for fuel, landing fees and specific maintenance requirements. In addition, the Company and Joust have an understanding under which each party sometimes uses the other party’s plane in the event that the party’s own plane is not available for use. On an annual basis, the parties determine the number of hours that each party used the other party’s plane and net the hours against each other. If the usage was not equal, the party responsible for the overage reimburses the other party for the incremental cost of such overage. For the year ended December 31, 2005, Joust reimbursed the Company $113,828 for the incremental cost of Joust’s use of the Company plane, net of the Company’s use of the Joust plane.

During 2005, the Company paid each of Messrs. Steve M. Rales and Mitchell P. Rales an annual salary of $295,000 for their services as executive officers of the Company. Under the terms of their employment arrangements, Messrs. Steven M. Rales and Mitchell P. Rales do not receive annual cash incentive compensation or equity awards but are entitled to all benefits made generally available to Danaher associates and all perquisites made generally available to the Company’s executive officers. In addition, they are permitted to make personal use of designated Company office space and secretarial services at no incremental cost to the Company, as well as tax and accounting services in the amount of approximately $156,391 in 2005. Separately, in 2005, Equity Group Holdings LLC, which is controlled by Messrs. Steven M. Rales and Mitchell P. Rales, paid the Company approximately $149,387 in full reimbursement for the payment by the Company of all or a portion of the salaries of, and the cost of benefits to, three employees of Equity Group Holdings LLC.

3/25/2005 Proxy Information

Mitchell P. Rales and Steven M. Rales are brothers.

During 2004 the Company received legal services in the amount of $6,890 from the law firm of Hogan & Hartson, of which Mr. Lohr, a Director, is a partner. The amount of such fees was less than five percent of the firm’s, and of the Company’s, gross revenues for 2004.

In 2000 the Company purchased the motion control businesses of Warner Electric Company. These businesses were purchased from an entity that was controlled by Messrs. Steven M. Rales and Mitchell P. Rales, co-founders and executive officers of the Company who serve as the Company’s Chairman of the Board and Chairman of the Executive Committee, respectively. Mr. Philip W. Knisely, who joined the Company as Executive Vice President in connection with the acquisition, also owned a continuing equity interest in Warner. The transaction was unanimously recommended by an independent committee of the Company’s Board of Directors, who received an opinion from an independent financial advisor as to the fairness of the transaction. Total consideration was approximately $147 million. In 2002 the Company submitted an indemnity claim to Warner pursuant to the terms of the contract with respect to an environmental remediation matter involving approximately $400,000, in order to take advantage of indemnity rights that Warner may have against a third party with respect to such matter. Such indemnification claim has not yet been resolved. In 2003, Warner was combined into Colfax Corporation, of which Messrs. Steven M. Rales and Mitchell P. Rales are directors and controlling shareholders, Mr. Philip W. Knisely is a director and owns an equity interest of less than five percent, and Mr. Allender and a trust for the benefit of Mr. Allender’s son, of which Mr. Allender is a trustee, own an aggregate equity interest of less than one percent.

A former subsidiary of Colfax acts as the primary reseller of the Company’s “wrap spring clutch” product line in Europe, pursuant to a written distribution agreement entered into between the former Colfax subsidiary and a subsidiary of the Company dated January 8, 2002. The wrap spring clutch product line was one of the assets acquired by the Company in connection with its acquisition of the motion control businesses of Warner in 2000, and the distribution/resale arrangement predates the Company’s acquisition of this product line. During 2004, the Company’s subsidiary sold approximately $2.9 million of products in connection with this arrangement, at the same discount to list price offered by the Company’s subsidiary to other resellers and distributors with respect to such product line. In November 2004, Colfax sold the subsidiary that is party to this arrangement to an unrelated third party, and as a result this arrangement is no longer a related party transaction.

Another subsidiary of the Company purchases pumps from time to time on a purchase order basis from Colfax Pompe Spa, a subsidiary of Colfax. The pumps are incorporated into hydraulic power units that the Company’s subsidiary sells for use on ships. Pursuant to a purchase order dated March 12, 2002, the Company’s subsidiary purchased 13 pumps from Colfax Pompe in 2004 for an aggregate purchase price of approximately $216,388 (including VAT), and purchased an additional five pumps under the same purchase order in January 2005 for an aggregate purchase price of approximately $83,226 (including VAT). The Company’s subsidiary has an additional purchase order outstanding for the purchase of 2 additional pumps and expects to purchase additional pumps from Colfax Pompe from time to time in the future. The purchase price paid by the Company’s subsidiary for these pumps is determined on an arms’ length basis between the parties. The amount involved was less than one percent of Colfax’s, and of the Company’s, gross revenues for 2004.

Each of the Company, on the one hand, and Joust Capital, L.L.C. (“Joust”), a company controlled by Messrs. Steven M. Rales and Mitchell P. Rales, on the other hand, owns or leases a plane for business purposes. The parties have determined that by sharing certain fixed expenses relating to their respective aircraft, and by utilizing joint purchasing or joint bargaining arrangements where appropriate, each party can benefit from efficiencies of scale and cost savings. To that end, the Company and Joust have entered into an arrangement under which the Company agrees to perform management services for the Joust aircraft in like manner to the management services provided by the Company for its own aircraft, in order to coordinate the sharing of fixed expenses and use of joint purchasing and joint bargaining arrangements. The parties share on an equal basis certain fixed expenses related to the use, maintenance, storage, operation and supervision of their respective planes, including expenses related to the compensation of the flight crews that staff the planes, training costs for these flight crews, rental fees for hangar and office space and costs of shared supplies. Joust pre-pays the Company on a quarterly basis for one-half of all shared, fixed expenses incurred by the Company under the arrangement. With respect to the year ended December 31, 2004, Joust paid the Company approximately $641,902 for Joust’s share of such fixed expenses. The Company believes that this cost-sharing arrangement results in lower costs to the Company than if the Company incurred these fixed costs on a stand-alone basis. With respect to certain variable costs and certain fixed costs that are not shared, including in connection with the parties’ negotiation of options to each purchase a new airplane, the parties utilize joint purchasing or joint bargaining arrangements in order to obtain the benefit of discounted pricing. Each party pays directly the variable costs of operating its own plane, such as expenses for fuel, landing fees and specific maintenance requirements. In addition, the Company and Joust have an understanding under which each party sometimes uses the other party’s plane in the event that the party’s own plane is not available for use. On an annual basis, the parties determine the number of hours that each party used the other party’s plane and net the hours against each other. If the usage was not equal, the party responsible for the overage reimburses the other party for the incremental cost of such overage. For the year ended December 31, 2004, Joust is reimbursing the Company $105,490 for the incremental cost of Joust’s use of the Company plane, net of the Company’s use of the Joust plane.

During 2004, the Company paid each of Messrs. Steve M. Rales and Mitchell P. Rales an annual salary of $295,000 for their services as executive officers of the Company. Under the terms of their employment arrangements, Messrs. Steven M. Rales and Mitchell P. Rales do not receive annual cash incentive compensation or equity awards but are entitled to all benefits made generally available to Danaher associates and all perquisites made generally available to the Company’s executive officers, and are permitted to make personal use of designated Company office space and secretarial, tax and accounting services without reimbursement to the Company. Separately, in 2004, Equity Group Holdings LLC paid the Company approximately $134,598 in full reimbursement for the payment by the Company of all or a portion of the salaries of, and the cost of benefits to, three employees of Equity Group Holdings LLC.

3/29/2004 Proxy Information

Mitchell P. Rales and Steven M. Rales are brothers.

During 2003 the Company received legal services in the amount of $150,834 from the law firm of Hogan & Hartson, of which Mr. Lohr, a Director, is a partner. The amount of such fees paid by the Company in 2003 was in each case less than five percent of the firm's, and of the Company's, gross revenues.

In connection with the employment agreement entered into with Mr. Culp in July 2000, the Company extended a $500,000 loan to Mr. Culp. For further information, please see the "Employment Contracts and Termination of Employment" section of this proxy statement.

In 2000 the Company purchased the motion control businesses of Warner Electric Company. These businesses were purchased from an entity that was controlled by Messrs. Steven M. Rales and Mitchell P. Rales, executive officers of the Company who serve as the Company's Chairman of the Board and Chairman of the Executive Committee, respectively. Mr. Philip W. Knisely, who joined the Company as Executive Vice President in connection with the acquisition, also owned a continuing equity interest in Warner. The transaction was unanimously recommended by an independent committee of the Company's Board of Directors, who received an opinion from an independent financial advisor as to the fairness of the transaction. Total consideration was approximately $147 million. In 2002 the Company submitted an indemnity claim to Warner pursuant to the terms of the contract with respect to an environmental remediation matter involving approximately $400,000, in order to take advantage of indemnity rights that Warner may have against a third party with respect to such matter. Such indemnification claim has not yet been resolved. In 2003, Warner was combined into Colfax Corporation, of which Messrs. Steven M. Rales and Mitchell P. Rales are directors and controlling shareholders, Mr. Philip W. Knisely is a director and owns an equity interest of less than five percent, and Mr. Allender and a trust for the benefit of Mr. Patrick W. Allender's son, of which Mr. Allender is a trustee, own an aggregate equity interest of less than one percent.

Colfax also acts as the primary reseller of the Company's "wrap spring clutch" product line in Europe. This product line was one of the assets acquired by the Company in connection with its acquisition of the motion control businesses of Warner in 2000, and the distribution/resale arrangement predates the Company's acquisition of this product line. During 2003, the Company sold approximately $2.7 million of products to Colfax in connection with this resale arrangement, at the same discount to list price offered by the Company to other resellers and distributors with respect to such product line. In January 2002, the Company entered into a new, three-year agreement with Colfax with respect to the resale of this product line which essentially extended the existing arrangement between the parties. The Company believes that this is an advantageous resale arrangement for the Company. Colfax also provided office space for Mr. Knisely through August 2003.

Each of the Company, on the one hand, and an affiliate of Equity Group Holdings LLC, on the other hand ("EGH"), owns or leases a plane for business purposes. EGH is controlled by Messrs. Steven M. Rales and Mitchell P. Rales. Each party pays the variable costs of operating its own plane, such as expenses for fuel, landing fees and specific maintenance requirements. In order to achieve efficiencies of scale and reduce costs, pursuant to a management agreement entered into between the parties the Company and EGH share on a proportionate basis certain fixed expenses related to the operation and maintenance of their respective planes, including expenses related to the compensation of the flight crews that staff the planes, training costs for these flight crews, rental fees for hangar and office space and costs of shared supplies. The Company believes that this cost-sharing arrangement results in lower costs to the Company than if the Company operated its flight department on a stand-alone basis. With respect to the year ended December 31, 2003, EGH reimbursed the Company for its share of such fixed expenses in the amount of approximately $587,210, which represented one half of the aggregate shared expenses for the period. With respect to certain variable costs and certain fixed costs that are not shared, the parties also utilize joint purchasing or collective bargaining arrangements in order to obtain the benefit of discounted pricing. In addition, each of the Company and EGH occasionally uses the other's plane in the event that the party's own plane is not available for use, for example as a result of maintenance requirements or for training purposes. Under this arrangement, over the course of any given calendar year, each party uses the other's plane for approximately the same amount of flight hours.

In 2003, Equity Group Holdings LLC paid the Company the sum of approximately $97,162 in full reimbursement for the payment by the Company of all or a portion of the salaries of, and the cost of benefits to, three employees of Equity Group Holdings LLC, and the Company in 2003 also provided office space to these employees.

4/1/2003 Proxy Information

Mitchell P. Rales and Steven M. Rales are brothers.

During 2002 the Company received legal services in the amount of $1,243 from the law firm of Caplin & Drysdale, of which Mr. Caplin, a Director, is a member, and in the amount of $90,455 from the law firm of Hogan & Hartson, of which Mr. Lohr, a Director, is a partner. The amount of such fees paid by the Company in 2002 was in each case less than five-percent of the firm’s, and of the Company’s, gross revenues.

During 2002 the Company shared the expenses of a joint technology project with the firm of Polaris Venture Partners, of which Mr. Spoon, a Director, is Managing General Partner. The Company’s share of the project expenses in 2002 was $149,205. This joint technology project was terminated in 2002.

In connection with the employment agreement entered into with Mr. Culp in July 2000, the Company extended a $500,000 loan to Mr. Culp. For further information, please see the “Employment Contracts and Termination of Employment” section of this proxy statement.