Fiscal Agency Agreement

Exhibit 10H


EXECUTION COPY
--------------


Dated July 25, 2000


Danaher Corporation


(Euro)300,000,000


6 1/4 percent Notes due 2005


_____________________________________


FISCAL AGENCY AGREEMENT


_____________________________________


CONTENTS


Clause Page 1. INTERPRETATION............................................... 1


2. APPOINTMENT OF PAYING AGENTS................................. 3


3. AUTHENTICATION AND DELIVERY OF NOTES......................... 3


4. PAYMENT TO THE FISCAL AGENT.................................. 4


5. NOTIFICATION OF NON-PAYMENT BY THE ISSUER.................... 4


6. DUTIES OF THE PAYING AGENTS.................................. 4


7. REIMBURSEMENT OF THE PAYING AGENTS........................... 5


8. NOTICE OF ANY WITHHOLDING OR DEDUCTION....................... 5


9. DUTIES OF THE FISCAL AGENT IN CONNECTION WITH REDEMPTION
FOR TAXATION REASONS....................................... 5


10. RECEIPT AND PUBLICATION OF NOTICES........................... 5


11. CANCELLATION OF NOTES AND COUPONS............................ 6


12. ISSUE OF REPLACEMENT NOTES AND COUPONS....................... 6


13. RECORDS AND CERTIFICATES..................................... 7


14. COPIES OF THIS AGREEMENT AVAILABLE FOR INSPECTION............ 7


15. COMMISSIONS AND EXPENSES..................................... 7


16. INDEMNITY.................................................... 8


17. REPAYMENT BY FISCAL AGENT.................................... 8


18. CONDITIONS OF APPOINTMENT.................................... 8


19. COMMUNICATION WITH PAYING AGENTS............................. 9


20. TERMINATION OF APPOINTMENT................................... 9


21. MEETINGS OF NOTEHOLDERS...................................... 11


22. NOTICES...................................................... 12


23. TAXES........................................................ 12


24. COUNTERPARTS................................................. 13


25. DESCRIPTIVE HEADINGS......................................... 13


26. GOVERNING LAW AND SUBMISSION TO JURISDICTION................. 13


27. AMENDMENTS................................................... 13


SCHEDULE 1......................................................... 14
PART 1 - FORM OF THE TEMPORARY GLOBAL NOTE................ 14
PART 2 - FORM OF THE PERMANENT GLOBAL NOTE................ 25


SCHEDULE 2......................................................... 33
PART 1 - FORM OF DEFINITIVE NOTE AND COUPON............... 33
PART 2 - CONDITIONS OF THE NOTES.......................... 38


SCHEDULE 3


PROVISIONS FOR MEETINGS OF NOTEHOLDERS............................. 51


DANAHER CORPORATION


(Euro)300,000,000
6 1/4 percent Notes due 2005


FISCAL AGENCY AGREEMENT


Danaher Corporation 1250 24th Street, N.W.Table of Contents Washington, D.C. 20037


July 25, 2000


Ladies and Gentlemen:


WHEREAS:


(A) Danaher Corporation (the "Issuer") has agreed to issue
(Euro)300,000,000 6 1/4 percent Notes due 2005 (the "Notes" which
expression shall include, unless the context otherwise requires, any
further Notes issued pursuant to Condition 16 and forming a single
series with the Notes).


(B) The Notes will be issued in bearer form in the denominations of
(Euro)1,000, (Euro)10,000 and (Euro)100,000 each having, in the case of
definitive Notes (the "Definitive Notes"), interest coupons ("Coupons")
attached.


(C) The Notes will initially be represented by a temporary Global Note (the
"Temporary Global Note") in or substantially in the form set out in
Part 1 of Schedule 1 which will be exchanged in accordance with its
terms for a permanent Global Note (the "Permanent Global Note" and,
together with the Temporary Global Note, the "Global Notes") in or
substantially in the form set out in Part 2 of Schedule 1.


(D) If issued, the Definitive Notes and Coupons will be in or substantially
in the respective forms set out in Part 1 of Schedule 2. The Terms and
Conditions of the Notes (the "Conditions") will be in or substantially
in the form set out in Part 2 of Schedule 2.


We wish to record the arrangements agreed between us for this purpose:


1. INTERPRETATION


1.1 In this Agreement, any reference to principal or interest includes any
additional amounts payable in relation thereto under Condition 9.


1.2 Terms and expressions used but not defined herein have the respective
meanings given to them in the Conditions.


1.3 As used in this Agreement and in the Conditions:


"Conditions" means the Terms and Conditions of the Notes (as set out in
Part 2 of Schedule 2 to this Agreement and as modified from time to
time in accordance with their terms), and any reference to a numbered
"Condition" is to the correspondingly numbered provision thereof;


"(Euro)" and "euro" mean the single currency introduced at the start of
the third stage of European economic and monetary union pursuant to the
Treaty;


"Fiscal Agent" and "Paying Agent" mean and include each Fiscal Agent
and Paying Agent from time to time appointed to exercise the powers and
undertake the duties conferred and imposed upon it by this Agreement
and notified to the Noteholders under clause 20;


"Noteholders" means the holders of the Notes for the time being;


"Outstanding" means, in relation to the Notes, all the Notes issued
other than:


(a) those Notes which have been redeemed in full and cancelled
pursuant to Condition 7 or otherwise pursuant to the Conditions;


(b) those Notes in respect of which the due date for redemption under
the Conditions has occurred and all sums due in respect of such
Note (including all accrued interest) have been received by the
Fiscal Agent in the manner provided in Clause 4 and remain
available for payment against presentation and surrender of such
Note or (as the case may be) the relevant Coupons;


(c) those Notes which have been purchased and cancelled under
Condition 7;


(d) those Notes which have become void under Condition 11;


(e) those mutilated or defaced Notes which have been surrendered and
cancelled and in respect of which replacements have been issued
pursuant to Condition 12;


(f) (for the purposes only of ascertaining the principal amount of
the Notes outstanding and without prejudice to the status for any
other purpose of the relevant Notes) those Notes which are
alleged to have been lost, stolen or destroyed and in respect of
which replacements have been issued pursuant to Condition 12; or


(g) the Temporary Global Note to the extent that it has been duly
exchanged for the Permanent Global Notes and/or Notes in
definitive form and the Permanent Global Note to the extent that
it has been exchanged for Notes in definitive form, in each case
pursuant to their respective provisions,


provided that for each of the following purposes, namely:


(i) the right to attend and vote at any meeting of the
Noteholders or any of them; and


(ii) the determination of how many and which Notes are for the
time being outstanding for the purposes of Schedule 3;


those Notes (if any) which are for the time being held by any person
(including but not limited to, the Issuer or any of its Subsidiaries)
for the benefit of the Issuer or any of its Subsidiaries shall (unless
and until ceasing to be so held) be deemed not to remain outstanding;


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"specified office" means in relation to any Fiscal Agent and Paying
Agent the offices specified in clause 22 or any other specified offices
as the Issuer may from time to time be duly notified pursuant to clause
22; and


"Treaty" means the Treaty establishing the European Community, as
amended by the Treaty of European Union.


2. APPOINTMENT OF PAYING AGENTS


2.1 The Issuer appoints, on the terms and subject to the conditions of this
Agreement:


(a) Deutsche Bank AG London as fiscal and principal paying agent (the
"Fiscal Agent") in respect of the Notes; and


(b) Deutsche Bank Luxembourg, S.A. and UBS AG as paying agents
(together with the Fiscal Agent, the "Paying Agents") for the
payment of principal of, and interest on, the Notes, in each case
acting at its specified office.


2.2 The obligations of the Paying Agents are several and not joint.


3. AUTHENTICATION AND DELIVERY OF NOTES


3.1 The Issuer undertakes that the Permanent Global Note (duly executed on
behalf of the Issuer) will be available to be exchanged for interests
in the Temporary Global Note in accordance with the terms of the
Temporary Global Note.


3.2 The Issuer undertakes that it will deliver to, or to the order of, the
Fiscal Agent, not later than 10 days prior, to the Exchange Date (as
defined in the Permanent Global Note), the Definitive Notes (with
Coupons attached) in an aggregate principal amount of (Euro)300,000,000
or such lesser amount as is equal to the principal amount of Notes then
outstanding. Each Definitive Note so delivered shall be duly executed
on behalf of the Issuer.


3.3 The Issuer authorizes and instructs the Fiscal Agent (or its authorized
agent) to authenticate the Global Notes and any Definitive Notes
delivered pursuant to subclause 3.2.


3.4 The Issuer authorizes and instructs the Fiscal Agent to cause interests
in the Temporary Global Note to be exchanged for interests in the
Permanent Global Note or Definitive Notes, as the case may be, and
interests in the Permanent Global Note to be exchanged for Definitive
Notes, in each case in accordance with their respective terms.
Following the exchange of the last interest in a Global Note, the
Fiscal Agent shall cause the Global Note to be cancelled and delivered
to the Issuer or as it may direct.


3.5 The Fiscal Agent shall cause all Notes delivered to and held by it
under this Agreement to be maintained in safe custody and shall ensure
that interests in the Temporary Global Note are only exchanged for
interests in the Permanent Global Note or Definitive Notes, as the case
may be, in accordance with the terms of the Temporary Global Note and
this Agreement and that the Definitive Notes are issued only in
accordance with the terms of the Permanent Global Note and this
Agreement.


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3.6 So long as any of the Notes is outstanding the Fiscal Agent shall,
within seven days of any request by the Issuer, certify to the Issuer
the number and principal amount of Notes held by it under this
Agreement.


4. PAYMENT TO THE FISCAL AGENT


4.1 The Issuer shall, not later than 10.00 a.m. (Central European time) on
each date on which any payment of principal and/or interest in respect
of any of the Notes becomes due and payable, transfer to an account
specified by the Fiscal Agent such amount of euro as shall be
sufficient for the purposes of the payment of principal and/or interest
in immediately available funds or in such funds and at such times
(being not later than 10.00 a.m. (Central European time) on the
relevant due date) as may be determined by the Fiscal Agent to be
customary for the settlement of similar transactions.


4.2 The Issuer shall ensure that, not later than 10.00 a.m. (London time)
on the second Business Day immediately preceding the date on which any
payment is to be made to the Fiscal Agent pursuant to subclause 4.1,
that the bank effecting payment on its behalf confirms to the Fiscal
Agent by tested telex or authenticated SWIFT message that it has issued
irrevocable payment instructions for the transfer of the relevant sum
due on that date to the account of the Fiscal Agent. For the purposes
of this subclause 4.2, "Business Day" means a day on which banks are
open for business in London and on which the TARGET System is open. The
Fiscal Agent will forthwith notify the Issuer by telex if it has not by
10.00 a.m. (London time) on the relevant Business Day received the
confirmation and details referred to in this subclause and in the event
that such failure is continuing at 3.00 p.m. (London time) on such day
the Fiscal Agent will forthwith notify the other Paying Agents and the
Issuer and in such event the Paying Agents shall not be bound to make
payment in respect of the Notes until the Fiscal Agent notifies by
telex each of the other Paying Agents that it has received
unconditionally the full amount of any sum due in respect of the Notes.


5. NOTIFICATION OF NON-PAYMENT BY THE ISSUER


The Fiscal Agent shall notify by telex each of the other Paying Agents
forthwith:


(a) if it has not by the specified time on the relevant date
specified in clause 4.1 received unconditionally the full amount
in euro required for the payment; and


(b) if it receives unconditionally the full amount of any sum due in
respect of the Notes or Coupons after such date.


Upon receipt of a notice from the Fiscal Agent as described in
subparagraph (a) and until receipt of a notice from the Fiscal Agent as
described in subparagraph (b), no Paying Agent shall be obliged to make
any payment in respect of the Notes. The Fiscal Agent shall, at the
expense of the Issuer, forthwith upon receipt of any amount as
described in subparagraph (b), cause notice of that receipt to be
published under Condition 15.


6. DUTIES OF THE PAYING AGENTS


6.1 Subject to the payments to the Fiscal Agent provided for by clause 4.1
being duly made and subject to clause 4.2, the Paying Agents shall act
as paying agents of the Issuer in respect of the Notes and pay or cause
to be paid on behalf of the Issuer, on and after each date on which any
payment becomes due and payable, the amounts of principal and/or
interest then payable on


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surrender or, in the case of a Global Note, endorsement, of Notes or
Coupons under the Conditions and this Agreement. If any payment
provided for by clause 4 is made late but otherwise under the terms of
this Agreement, the Paying Agents shall nevertheless act as paying
agents.


6.2 If default is made by the Issuer in respect of any payment, unless and
until the full amount of the payment has been made under the terms of
this Agreement (except as to the time of making the same) or other
arrangements satisfactory to the Fiscal Agent have been made, neither
the Fiscal Agent nor any of the other Paying Agents shall be bound to
act as paying agents.


6.3 If on presentation of a Note or Coupon the amount payable in respect of
the Note or Coupon is not paid in full (otherwise than as a result of
the circumstances provided in Condition 7(b) or Condition 9) the Paying
Agent to whom the Note or Coupon is presented shall procure that the
Note or Coupon is enfaced with a memorandum of the amount paid and the
date of payment.


6.4 If the Fiscal Agent pays any amounts to Noteholders or to the other
Paying Agents at a time when it has not received payment in full in
respect of such Note the Issuer shall, in addition to paying amounts
due under clause 4.1, pay to the Fiscal Agent on demand interest at a
rate reasonably determined by the Fiscal Agent to represent its cost of
funding until receipt in full by the Fiscal Agent of the funds.


7. REIMBURSEMENT OF THE PAYING AGENTS


The Fiscal Agent shall charge the account referred to in clause 4 for
all payments made by it under this Agreement and will credit or
transfer to the respective accounts of the other Paying Agents the
amount of all payments made by them under the Conditions immediately
upon notification from them, subject in each case to any applicable
laws or regulations.


8. NOTICE OF ANY WITHHOLDING OR DEDUCTION


If the Issuer is, in respect of any payment in respect of the Notes,
compelled to withhold or deduct any amount as contemplated by Condition
7(b) or Condition 9, the Issuer shall give notice to the Fiscal Agent
as soon as reasonably practicable after it becomes aware of the
requirement to make the withholding or deduction and shall give to the
Fiscal Agent such information as the Fiscal Agent shall require to
enable it to comply with the requirement.


9. DUTIES OF THE FISCAL AGENT IN CONNECTION WITH REDEMPTION FOR TAXATION
REASONS


If the Issuer decides to redeem all the Notes for the time being
outstanding under Condition 7(b) it shall give notice of the decision
to the Fiscal Agent at least 15 days before the date on which notice is
to be given to the Noteholders as required by Condition 15 and shall
deliver the certificate and opinion referred to in Condition 7.


10. RECEIPT AND PUBLICATION OF NOTICES


10.1 Forthwith upon the receipt by the Fiscal Agent of a demand or notice
from any Noteholder under Condition 10, the Fiscal Agent shall forward
a copy of the demand or notice to the Issuer.


10.2 On behalf of and at the request and expense of the Issuer, the Fiscal
Agent shall cause to be published all notices required to be given by
the Issuer under the Conditions.


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11. CANCELLATION OF NOTES AND COUPONS


11.1 All Notes which are surrendered in connection with redemption,
(together with all unmatured Coupons attached to or delivered with
Notes) and all Coupons which are paid shall be cancelled by the Paying
Agent to which they are surrendered. Each of the Paying Agents shall
give to the Fiscal Agent details of all payments made by it and shall
deliver all cancelled Notes and Coupons to the Fiscal Agent (or as the
Fiscal Agent may specify). Where Notes are purchased by or on behalf of
the Issuer, the Issuer may ensure that the Notes (together with all
unmatured Coupons appertaining to the Notes) are promptly cancelled and
delivered to any Paying Agent.


11.2 Paying Agents shall (unless otherwise instructed by the Issuer in
writing and save as provided in clause 13.1) destroy all cancelled
Notes and Coupons and furnish the Issuer with a certificate of
destruction containing written particulars of the serial numbers of the
Notes and the number by maturity date of Coupons so destroyed.


12. ISSUE OF REPLACEMENT NOTES AND COUPONS


12.1 The Issuer shall cause a sufficient quantity of additional forms of
Notes and Coupons to be available, upon request, to the Fiscal Agent at
its specified office for the purpose of issuing replacement Notes or
Coupons as provided below.


12.2 The Fiscal Agent shall, subject to and in accordance with Condition 12
and the following provisions of this clause, cause to be authenticated
(in the case only of replacement Notes) and delivered any replacement
Notes or Coupons which the Issuer may determine to issue in place of
Notes or Coupons which have been lost, stolen, mutilated, defaced or
destroyed.


12.3 In the case of a mutilated or defaced Definitive Note, the Fiscal Agent
shall ensure that (unless otherwise covered by such indemnity as the
Issuer may require) any replacement Definitive Note only has attached
to it Coupons corresponding to those attached to the mutilated or
defaced Definitive Note which is presented for replacement.


12.4 The Fiscal Agent shall endeavour to obtain verification, in the case of
an allegedly lost, stolen or destroyed Note or Coupon in respect of
which the serial number is known, that the Note or Coupon has not
previously been redeemed or paid. The Fiscal Agent shall not issue a
replacement Note or Coupon unless and until the applicant has:


(a) paid such costs as may be incurred in connection with the
replacement;


(b) furnished it with such evidence and indemnity or otherwise as the
Issuer and the Fiscal Agent may reasonably require; and


(c) in the case of a mutilated or defaced Note or Coupon, surrendered
it to the Fiscal Agent.


12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in
respect of which replacement Notes or Coupons have been issued pursuant
to this clause. The Fiscal Agent shall furnish the Issuer with a
certificate stating the serial numbers of the Notes or Coupons received
by it and cancelled pursuant to this clause and shall, unless otherwise
requested by the Issuer, destroy all those Notes and Coupons and
furnish the Issuer with a destruction certificate containing the
information specified in clause 11.2.


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12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon,
forthwith inform the Issuer and the other Paying Agents of the serial
number of the replacement Note or Coupon issued and (if known) of the
serial number of the Note or Coupon in place of which the replacement
Note or Coupon has been issued. Whenever replacement Coupons are issued
under this clause, the Fiscal Agent shall also notify the other Paying
Agents of the maturity dates of the lost, stolen, mutilated, defaced or
destroyed Coupons and of the replacement Coupons issued.


12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has
been issued and the serial number of which is known is presented to a
Paying Agent for payment, the relevant Paying Agent shall immediately
send notice to the Issuer and the Fiscal Agent.


13. RECORDS AND CERTIFICATES


13.1 The Fiscal Agent shall (a) keep a full and complete record of all Notes
and Coupons (other than serial numbers of Coupons) and of their
redemption and/or purchase by or on behalf of the Issuer (other than
purchases in the open market or by tender or by private agreement),
cancellation or payment (as the case may be) and of all replacement
Notes or Coupons issued in substitution for lost, stolen, mutilated,
defaced or destroyed Notes or Coupons and (b) in respect of the Coupons
of each maturity, retain until the expiry of five years from the
Relevant Date in respect of the Coupons a list of the total numbers of
Coupons of that maturity still remaining unpaid. The Fiscal Agent shall
at all reasonable times make the records and Coupons (if any) available
to the Issuer.


13.2 The Fiscal Agent shall give to the Issuer, as soon as possible and in
any event within four months after the date of redemption, purchase,
payment or replacement of a Note or Coupon (as the case may be), a
certificate stating (a) the aggregate principal amount of Notes which
have been redeemed and the aggregate amount in respect of Coupons which
have been paid, (b) the serial numbers of those Notes in definitive
form, (c) the total number of each denomination by maturity date of
those Coupons, (d) the aggregate principal amounts of Notes (if any)
which have been purchased by or on behalf of the Issuer and cancelled
(subject to delivery of the Notes to the Fiscal Agent) and the serial
numbers of such Notes in definitive form and the total number of each
denomination by maturity date of the Coupons attached to or surrendered
with the purchased Notes, (e) the aggregate principal amount of Notes
and the aggregate amounts in respect of Coupons which have been
surrendered and replaced and the serial numbers of those Notes in
definitive form and the total number of each denomination by maturity
date of the Coupons surrendered therewith and (f) the total number of
each denomination by ...