-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TnD/b7Yk1dHkNQEDOd73X0hDe/HmRW9ksXLQ3TUnCKcpr21A+pBc6Uz6seGnxgCX raQKhH4k+5gC+gyk9HHk9w== 0000313616-06-000061.txt : 20060707 0000313616-06-000061.hdr.sgml : 20060707 20060707181228 ACCESSION NUMBER: 0000313616-06-000061 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060701 FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graham Jonathan P CENTRAL INDEX KEY: 0001365306 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 06952183 BUSINESS ADDRESS: BUSINESS PHONE: 202-828-0850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE, NW STREET 2: 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2006-07-01 0 0000313616 DANAHER CORP /DE/ DHR 0001365306 Graham Jonathan P 2099 PENNSYLVANIA AVENUE, NW 12TH FLOOR WASHINGTON DC 20006 0 1 0 0 Senior VP and GC Executive Deferred Income Plan -- Danaher Stock Fund 0 Common Stock 328.4 D Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Income Plan (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund. The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person will vest in all company contributions to the EDIP Stock Fund as follows: 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or, if earlier, one-tenth per vesting year of participation following five vesting years of participation, in each case in accordance with the plan. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Danaher common stock. The notional shares convert on a one-for-one basis. James F. O'Reilly, attorney-in-fact for Jonathan P. Graham 2006-07-07 EX-24 2 attach_1.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of James Ditkoff and James O'Reilly, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)??????? execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Danaher Corporation (the ?Company?), Forms?3, 4, and 5 in accordance with Section?16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)??????? do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form?3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

? (3)??????? take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

? The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section?16 of the Securities Exchange Act of 1934.

???????? This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms?3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

? IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of July, 2006.

By: ___/s/ Jonathan P. Graham_______

Name: Jonathan P. Graham.

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