JOSLYN CORP /IL/, SC 14D9/A, 1995-08-23

JOSLYN CORP /IL/
SC 14D9/A, 1995-08-23
ELECTRICAL INDUSTRIAL APPARATUS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

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JOSLYN CORPORATION
(NAME OF SUBJECT COMPANY)

JOSLYN CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)

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COMMON STOCK, PAR VALUE $1.25 PER SHARE
(Including Associated Common Stock Purchase Rights)
(Title of Class of Securities)

48107010
(CUSIP Number of Class of Securities)

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WAYNE M. KOPROWSKI, ESQ.
JOSLYN CORPORATION
30 SOUTH WACKER DRIVE
CHICAGO, IL 60606
TELEPHONE: (312) 454-2918
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications
on Behalf of the Person Filing Statement)

COPY TO:

THOMAS A. COLE, ESQ.
SIDLEY & AUSTIN
2 South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7473

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This Amendment No. 3 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on August 4, 1995, (as
amended, the "Schedule 14D-9") by Joslyn Corporation, an Illinois corporation
(the "Corporation"), relating to the tender offer commenced by TK Acquisition
Corporation, a Delaware corporation (the "Bidder") and an indirect wholly owned
subsidiary of Danaher Corporation, a Delaware corporation ("Danaher"), to
purchase all of the outstanding shares of the Common Stock, par value $1.25 per
share (the "Common Shares"), of the Corporation and the associated Common Stock
Purchase Rights (the "Rights") originally at a price per share of $32, net to
the seller in cash without interest thereon, upon the terms and subject to the
conditions set forth in the Bidder's Offer to Purchase dated July 24, 1995, and
in the related Letter of Transmittal (which together constitute the "Offer").
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 14D-9.

ITEM 2. TENDER OFFER OF THE BIDDER

Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:

On August 21, 1995, the Bidder and Danaher amended the Offer. The
amended Offer is being made pursuant to the Agreement and Plan of Merger
dated as of August 20, 1995 (the "Merger Agreement"), among Danaher, DH
Holdings Corp., a wholly owned subsidiary of Danaher and the parent of the
Bidder ("DH Holdings"), the Bidder and the Corporation. A copy of the Merger
Agreement is filed as Exhibit 13 to this Amendment and is incorporated
herein and made a part hereof by this reference. Pursuant to the Merger
Agreement, the Bidder is obligated to increase the consideration payable in
the Offer to $34 per Common Share, net to the Seller in cash, without
interest thereon (the "Amended Offer Price"), and to extend the Offer at the
Amended Offer Price for at least ten business days. As soon as practicable
following the consummation of the Offer and the satisfaction or waiver of
certain conditions, the Bidder will be merged with and into the Corporation
(the "Merger"), with the Corporation continuing as the surviving corporation
(the "Surviving Corporation"). In the Merger, each Common Share outstanding
at the Effective Time (as defined below) (other than Common Shares held in
the treasury of the Corporation, Common Shares owned by Danaher, DH
Holdings, the Bidder or any other subsidiary of Danaher or Common Shares
held by shareholders who properly exercise their dissenters' rights under
the IBCA) will, by virtue of the Merger and without any action by the holder
thereof, be converted into the right to receive $34 per Common Share, net to
the seller in cash, without interest thereon (the "Merger Consideration"),
upon surrender of the certificate formerly representing such Common Share.
The Merger Agreement is summarized in Item 3 of this Amendment.

ITEM 3. IDENTITY AND BACKGROUND

Item 3(c) of the Schedule 14D-9 is hereby amended and supplemented as
follows:

From time to time from July 29, 1995 through August 17, 1995,
representatives of Danaher conducted various due diligence activities at
facilities of the Corporation and its counsel, subject to the terms of the
Confidentiality Agreement. In this connection, the Corporation provided
certain nonpublic business and financial information regarding the
Corporation to Danaher. This information included estimates and projections
of the Corporations's future operating performance (the "Projections").

The following information has been excerpted or derived from the
materials provided to Danaher, which included projections prepared by
compiling data from profit plans prepared by operating management of the
Corporation's different business units, as well as adjusted projections
prepared by senior management after applying a contingency factor for
downturns in the economy. The Projections do not give effect to the Offer or
the Merger. NONE OF THE CORPORATION, DANAHER, THE BIDDER OR THEIR RESPECTIVE
ADVISORS ASSUMES ANY RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS,
ACCURACY OR COMPLETENESS OF THE PROJECTIONS.
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JOSLYN CORPORATION
SELECTED FINANCIAL PROJECTIONS
(IN THOUSANDS, EXCEPT OPERATING MARGIN AND PER COMMON SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
-----------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING MANAGEMENT PROJECTIONS
Net Sales................................................ $ 235.6 $ 261.5 $ 283.6 $ 303.6 $ 325.1
Operating Income......................................... $ 28.3 $ 34.9 $ 38.2 $ 42.2 $ 45.9
Operating Margin......................................... 12.0% 13.3% 13.5% 13.9% 14.1%
Net Income............................................... $ 16.6 $ 20.1 $ 22.3 $ 24.7 $ 27.0
E.P.S.................................................... $ 2.31 $ 2.79 $ 3.10 $ 3.43 $ 3.75

SENIOR MANAGEMENT ADJUSTED PROJECTIONS
Net Sales................................................ $ 235.6 $ 248.5 $ 269.6 $ 288.6 $ 309.1
Net Income............................................... $ 16.6 $ 17.9 $ 19.8 $ 21.8 $ 23.8
E.P.S.................................................... $ 2.31 $ 2.49 $ 2.75 $ 3.03 $ 3.30
</TABLE>

THE CORPORATION DOES NOT AS A MATTER OF COURSE PUBLICLY DISCLOSE
PROJECTIONS OR ESTIMATES AS TO FUTURE REVENUES, EARNINGS, FINANCIAL
CONDITION OR OPERATING PERFORMANCE. THE PROJECTIONS ARE INCLUDED IN THIS
AMENDMENT ONLY BECAUSE SUCH INFORMATION WAS FURNISHED TO DANAHER AND THE
BIDDER BY THE CORPORATION WITHOUT INDEPENDENT VERIFICATION. THE PROJECTIONS
WERE NOT PREPARED (NOR ARE THEY BEING FURNISHED) WITH A VIEW TO COMPLIANCE
WITH THE GUIDELINES ESTABLISHED BY THE SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION") OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
REGARDING PROJECTIONS AND FORECASTS.

THE PROJECTIONS REFLECT NUMEROUS ASSUMPTIONS, ALL MADE BY THE
CORPORATION'S MANAGEMENT, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL
BUSINESS, ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS, ALL
OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND THE
CORPORATION'S CONTROL AND NONE OF WHICH WAS SUBJECT TO APPROVAL BY DANAHER
OR THE BIDDER. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS
MADE IN PREPARING THE PROJECTIONS WILL BE ACCURATE, AND ACTUAL RESULTS MAY
BE MATERIALLY DIFFERENT FROM THOSE CONTAINED IN THE PROJECTIONS. THE
INCLUSION OF THE PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION
THAT ANY OF THE CORPORATION, DANAHER, THE BIDDER OR THEIR RESPECTIVE
ADVISORS CONSIDERED OR CONSIDER THE PROJECTIONS TO BE MATERIAL OR A RELIABLE
PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED ON AS
SUCH.

NEITHER THE CORPORATION, DANAHER, THE BIDDER NOR ANY OF THEIR ADVISORS
HAS MADE, OR MAKES, ANY REPRESENTATION TO ANY PERSON REGARDING THE
INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE
OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER
THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE
EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE
SHOWN TO BE IN ERROR.

During the period through August 18, 1995, Goldman Sachs continued to
have contacts with parties other than Danaher, seeking to develop the
interest of such parties in a transaction with the Corporation at a price
higher than $32 per share. As of August 17, 1995, Goldman Sachs had
contacted over 40 parties and supplied public information about the
Corporation to 17 parties.

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Nine of the parties contacted by Goldman Sachs entered into confidentiality
agreements with the Corporation pursuant to which the Corporation supplied
them with non-public information. None of these parties, however, has given
the Corporation a proposal to acquire the Corporation.

On August 11, 1995, representatives of Danaher once again informed the
Corporation that they would need additional time before informing the
Corporation whether Danaher would increase its Offer Price. On August 12,
1995, the Board met and reconfirmed its recommendation that shareholders
reject the Offer and determined to send a letter to the Corporation's
shareholders advising such shareholders not to tender their shares and
urging shareholders who had tendered their shares to withdraw them before
the scheduled expiration of the Offer on August 18, 1995. On August 14,
1995, such letter was sent to the Corporation's shareholders and disclosed
in a press release. Such matters were reported to the Commission in the
Corporation's Amendment No. 1 to the Schedule 14D-9, dated August 14, 1995
and filed on August 15, 1995.

On August 16, 1995, the Board took action by unanimous written consent
to further delay the distribution of separate certificates for Rights
granted pursuant to the Rights Agreement until September 15, 1995, or such
earlier or later time (prior to the occurrence of the Distribution Date) as
the Board shall designate. Such resolution was reported to the Commission in
the Corporation's Amendment No. 2 to Schedule 14D-9, dated and filed on
August 16, 1995.

On August 17, 1995, representatives of Danaher asked the Corporation to
have the members of the Board available after the close of the stock market
on August 18, 1995 to receive a possible higher offer from Danaher. During
the morning of August 18, 1995, representatives of Danaher called Goldman
Sachs to discuss their concerns about various environmental issues
concerning the Corporation which such representatives said were affecting
Danaher's evaluation of the Corporation. After the close of the market on
that day, representatives of Danaher informed Goldman Sachs that Danaher's
Board of Directors had authorized them to offer to increase the Offer Price
to $34 if the acquisition of the Corporation could be effected promptly on a
negotiated basis. Danaher's representatives also informed Goldman Sachs that
if the Corporation rejected Danaher's $34 per share offer, Danaher intended
to extend the Offer with a $32 Offer Price and proceed on a hostile basis.

Shortly thereafter, the Board met by telephone conference call to review
these developments. The Board also reviewed the contacts that Goldman Sachs
had made with other potentially interested parties, the responses of such
parties to the Corporation's contacts and the alternatives available to the
Corporation in lieu of a transaction with Danaher. At the conclusion of the
discussion, the Board authorized Goldman Sachs and Bendix to negotiate with
Danaher to seek a further increase in the Offer Price and instructed legal
counsel to commence negotiation of the form of a tender offer/merger
agreement.

On August 19, 1995, representatives of the Corporation met by telephone
conference call with representatives of Danaher to discuss the concerns that
Danaher had raised about environmental issues and the principal terms of the
Merger Agreement were negotiated. In addition, price discussions occurred
between Goldman Sachs and representatives of Danaher and between Bendix and
Sherman, but Danaher refused to further raise its offer.

On August 20, 1995, the Merger Agreement and the transactions
contemplated thereby were submitted to the Board and unanimously approved at
a special meeting attended by all members of the Board. The Board determined
to take the position with respect to the Offer and the Merger described in
Item 4 below for the reasons indicated in such Item 4. A copy of the joint
press release of the Corporation and Danaher announcing the execution of the
Merger Agreement is filed as Exhibit 14 and is incorporated herein and made
a part hereof by this reference.

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The Merger Agreement is summarized in the following pages. The summary
of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as Exhibit 13 to this Amendment.
The Merger Agreement should be read in its entirety for a more complete
description of the matters summarized below.

The following is a summary of the material provisions of the Merger
Agreement, a copy of which was filed as Exhibit 13 to this Amendment. The
following summary is qualified in its entirety by reference to the Merger
Agreement which is incorporated by reference herein. Capitalized terms not
defined in this Amendment have the meanings ascribed to them in the Merger
Agreement.

THE AMENDED OFFER. In the Merger Agreement, Danaher and the Bidder
agree, among other things, to amend and supplement the Offer to provide that
(i) the purchase price offered pursuant to the Offer will be increased to
$34 per Common Share, (ii) the obligations of the Bidder and Danaher to
consummate the Offer and to accept for payment and purchase the Common
Shares tendered shall be subject only to the conditions set forth in Annex A
to the Merger Agreement (the "Offer Conditions"), and (iii) the expiration
date of the Offer will be extended at least until midnight, New York City
time, on Friday, September 1, 1995, unless further extended. The Bidder may
not, without the Corporation's prior written consent, (i) reduce the price
per Common Share or the number of Common Shares sought to be purchased or
modify the form of consideration to be received by holders of the Common
Shares in the Offer, (ii) waive or modify the Minimum Condition or (iii)
impose additional conditions to the Offer or amend any term of the Offer in
a manner adverse to the holders of the Common Shares. Subject only to the
Offer Conditions, the Bidder shall, and Danaher shall cause the Bidder to,
pay for all of the Common Shares validly tendered and not withdrawn pursuant
to the Offer as soon as legally permissible.

In the Merger Agreement, the Corporation consents to the amended Offer
and represents and warrants that the Board (at a meeting duly called and
held at which a quorum was present) as part of its approval of the Merger
Agreement, has unanimously (i) approved the making of the Offer, (ii)
de-termined that each of the Offer and the Merger is fair to, and in the
best interests of, the shareholders of the Corporation and (iii) resolved,
subject to the terms and conditions of the Merger Agreement, to recommend
acceptance of the Offer and approval and adoption of the Merger Agreement by
the shareholders of the Corporation (to the extent such approval and
adoption is required by applicable law). Under the Merger Agreement, the
Board of Directors of the Corporation will not withdraw, modify or amend
such recommendation except to the extent that, after taking into account the
advice of counsel to the Corporation, it concludes that such withdrawal,
modification or amendment is legally required in the proper exercise of its
fiduciary duties. If, however, the Board of Directors withdraws, modifies or
amends such recommendation after receiving a Superior Proposal (as defined
below in "Termination"), then such withdrawal, modification or amendment may
be made only at a time that is after the second business day after Parent
has received written notice from the Company advising Parent of the
Company's receipt of a Superior Proposal, specifying the material terms and
conditions of such Superior Proposal and identifying the person making such
Superior Proposal.

The Merger Agreement provides that, promptly (subject to any applicable
requirements under Section 14(f) of the Exchange Act) upon the purchase by
the Bidder of the Common Shares pursuant to the Offer, the Board shall amend
its By-Laws to provide that the number of directors shall be no less than
seven and no more than twelve persons, Steven M. Rales, Mitchell P. Rales,
George M. Sherman, Patrick W. Allender, C. Scott Brannan and James H.
Ditkoff shall be elected by the Board of Directors as additional directors
of the Corporation (or, if any such persons shall be unavailable, other
persons designated by the Bidder and reasonably acceptable to the
Independent Directors) and William E. Bendix, James M. Reed and Lawrence G.
Wolski shall resign as directors of the Corporation, and thereafter until
the Effective Time (a) the total number of directors of the Corporation
shall be nine, (b) the Bidder shall be entitled to designate up to six
directors; and (c) the Board of Directors shall have at least three
Independent Directors (defined

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as directors of the Corporation then in office who are neither designated by
the Bidder nor otherwise affiliated with Danaher or the Bidder and are not
employees of the Corporation or any of its Subsidiaries). Information with
respect to the qualifications and background of Bidder's designees is set
forth in Annex I hereto. Following the election or appointment of the
Bidder's designees and prior to the Effective Time, any amendment to the
Merger Agreement or of the Articles of Incorporation or By-Laws of the
Corporation, any termination of the Merger Agreement by the Corporation, any
extension by the Corporation of the time for the performance of any of the
obligations or other acts of Danaher or the Bidder and any waiver of any of
the Corporation's rights under the Merger Agreement will require the
concurrence of a majority of the Independent Directors.

THE MERGER. The Merger Agreement provides that at the Effective Time,
the Bidder will be merged with and into the Corporation, and the Corporation
shall be the surviving corporation (the "Surviving Corporation") and shall
continue its corporate existence under the laws of the State of Illinois. At
the Effective Time, the separate existence of the Bidder shall cease. The
Surviving Corporation shall retain the name of the Corporation and shall
possess all the rights, privileges, immunities, powers and franchises of the
Bidder and the Corporation and shall by operation of law become liable for
all the debts, liabilities and duties of the Bidder and the Corporation.
Subject to the provisions of the Merger Agreement relating to
indemnification, the Articles of Incorporation of the Corporation in effect
immediately prior to the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation until thereafter amended in
accordance with provisions thereof and as provided by law. Subject to the
provisions of the Merger Agreement relating to indemnification, the By-Laws
of the Corporation in effect immediately prior to the Effective Time shall
be the By-Laws of the Surviving Corporation until thereafter amended,
altered or repealed as provided therein and by law, except that such
Articles of Incorporation shall be amended to reduce the authorized Capital
Stock of the Surviving Corporation to 1,100 shares of common stock, par
value $1.25 per share. The directors of the Bidder and the officers of the
Corporation immediately prior to the Effective Time shall be the directors
and officers, respectively, of the Surviving Corporation, each to hold
office in accordance with the Articles of Incorporation and By-Laws of the
Surviving Corporation.

CONVERSION OF COMMON SHARES. Pursuant to the Merger Agreement, each
Common Share issued and outstanding immediately prior to the Effective Time
(except for Common Shares then owned beneficially or of record by Danaher or
the Bidder or any other subsidiary of Danaher and except for Dissenting
Common Shares (as defined below)), shall, by virtue of the Merger and
without any action on part of the holder thereof, be converted into the
right to receive $34 (or, if a greater per Common Share price shall have
been paid in the Offer, such greater price) ($34 or such greater price being
referred to hereinafter as the "Merger Consideration") in cash payable to
the holder thereof, without interest thereon, upon surrender of the
certificate representing such Common Shares. Each Common Share issued and
outstanding immediately prior to the Effective Time which is then owned
beneficially or of record by Danaher or the Bidder or any other subsidiary
of Danaher shall, by virtue of the Merger and without any action on the part
of the holder thereof, be cancelled and retired and cease to exist, without
any conversion thereof. Each Common Share issued and held in the
Corporation's treasury immediately prior to the Effective Time shall, by
virtue of the Merger, be cancelled and retired and cease to exist, without
any conversion thereof. At the Effective Time, the holders of certificates
representing Common Shares shall cease to have any rights as shareholders of
the Corporation, except such rights, if any, as they may have pursuant to
the Illinois Business Corporation Act (the "IBCA"), and, except as
aforesaid, their sole right shall be the right to receive cash as aforesaid.

DISSENTING COMMON SHARES. If the Merger is consummated, shareholders of
the Company who comply with applicable statutory procedures will have
certain rights under Section 11.65 of the IBCA to dissent and demand
appraisal of, and payment in cash of the fair value of, their Common Shares.
Such rights, if the statutory procedures were complied with, could lead to a

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judicial determination of the fair value required to be paid in cash to such
dissenting holders for their Common Shares, plus any accrued interest. Any
such judicial determination of the fair value of Common Shares and interest
could be based upon considerations other than, or in addition to, the price
paid in the Offer and the market value of the Common Shares, including,
without limitation, asset values and the investment value of the Common
Shares. The value so determined could be more or less than the purchase
price per Common Share pursuant to the Offer or the consideration per Common
Share to be paid in the Merger.

Notwithstanding anything in the Merger Agreement to the contrary, any
Common Shares which are outstanding immediately prior to the Effective Time
and which are held by shareholders who have not voted such Common Shares in
favor of the approval and adoption of the Merger Agreement and who shall
have properly demanded appraisal of such Common Shares in the manner
provided in Section 11.70 of the IBCA ("Dissenting Common Shares"), if
applicable, shall not be converted into or be exchangeable for the right to
receive the Merger Consideration, but the holders thereof shall be entitled
to payment of the appraised value of such Common Shares in accordance with
the provisions of Section 11.70 of the IBCA; PROVIDED, HOWEVER, that (i) if
any holder of Dissenting Common Shares shall subsequently deliver a written
withdrawal of his or her demand for appraisal of such Common Shares, or (ii)
if any holder fails to establish his or her entitlement to appraisal rights
as provided in Sections 11.65 and 11.70 of the IBCA, or (iii) if any such
holder shall, for any other reason, become ineligible for such appraisal,
then such holder shall forfeit the right to appraisal of such Common Shares
and each such Common Share shall thereupon be deemed to have been converted
into and to have become exchangeable for, as of the Effective Time, the
right to receive the Merger Consideration, without any interest thereon. The
Corporation shall not settle or compromise any claim for dissenters' rights
prior to the Effective Time without the prior written consent of Danaher and
the Bidder.

BIDDER COMMON STOCK. Each share of common stock, par value $.01 per
share, of the Bidder ("Bidder Common Stock") issued and outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into and
exchangeable for one fully paid and non-assessable share of common stock,
par value $1.25 per share ("Surviving Corporation Common Stock"), of the
Surviving Corporation. From and after the Effective Time, each outstanding
certificate theretofore representing shares of Bidder Common Stock shall be
deemed for all purposes to evidence ownership of and to represent the same
number of shares of Surviving Corporation Common Stock.

EMPLOYEE STOCK OPTIONS. Subject to and in accordance with the terms of
the applicable stock option plan of the Corporation and any related option
agreement, immediately prior to the Effective Time, each holder of an
outstanding option to purchase Common Shares granted under any employee
stock option plan of the Corporation, other than a Cancelled Option or any
other option with a stock appreciation right exercisable upon a change of
control of the Corporation, whether or not then exercis-able, shall be
entitled to receive from the Surviving Corporation for each Common Share
subject to such option an amount in cash equal to the excess, if any, of the
Merger Consideration over the per Common Share exercise price of such option
without interest thereon, subject to all applicable tax withholding
requirements. Subject to and in accordance with the terms of the Joslyn
Corporation Non-Employee Director Stock Plan and any related option
agreement, with respect to each stock option for 1,000 Common Shares granted
within the six month period preceding the Closing, each at an exercise price
of $24.75 per Common Share, to each non-employee director who is subject to
the provisions of Sections 16(a) and 16(b) of the Exchange Act, Danaher
shall provide each such non-employee director with an option to purchase
1,000 shares of Danaher's common stock (the "Substitute Options"). Each
Substitute Option shall (a) be in substitution for, and cancellation of,
such stock options granted under the applicable stock option plan of the
Corporation (the "Cancelled Options"); (b) be in the form attached to the
Merger Agreement as Annex C; and (c) be immediately exercisable in full at
an exercise price of $22.625 per share of Danaher's common stock. Each
non-employee director has waived the

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benefit of provisions of his Cancelled Option which would reduce such
exercise price on account of market prices greater than $34 per Common
Share. Subject to the foregoing, each option or other equity award with
respect to Common Shares outstanding at the Effective Time under any stock
option or other equity plan program or agreement of the Corporation shall
automatically terminate and be cancelled upon consummation of the Merger.
Danaher shall cause the Surviving Corporation to make all payments required
under this paragraph.

ADJUSTMENT OF MERGER CONSIDERATION. The Merger Agreement provides that
in the event of any reclassification, recapitalization, stock split or stock
dividend with respect to the Common Shares (or if a record date with respect
to any of the foregoing shall occur) prior to the Effective Time,
appropriate and proportionate adjustments, if any, shall be made to the
amount of Merger Consideration per Common Share, and all references to the
Merger Consideration in the Merger Agreement shall be deemed to be to the
Merger Consideration as so adjusted.

REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains
representations and warranties by the Corporation with respect to, among
other things, its organization, its capitalization, its authority to enter
into the Merger Agreement, its recommendation of the Merger, required
consents and approvals with respect to the Merger, the absence of conflicts
upon execution and delivery of the Merger Agreement, compliance by the
Corporation with applicable law, its filings with the Commission, its
financial statements, the information supplied by the Corporation in
connection with the Offer, the Corporation's employee benefit plans and
other compensation arrangements, the absence of certain changes in its
business, the absence of certain litigation with respect to the Corporation,
the inapplicability of the Rights Agreement to the Offer and the Merger, tax
matters relating to the Corporation, environmental matters, and compliance
with certain provisions of the IBCA.

The Merger Agreement also contains representations and warranties by
Danaher, DH Holdings and the Bidder with respect to, among other things,
their organization, Danaher's capitalization, their authority to enter into
the Merger Agreement, required consents and approvals with respect to the
Merger Agreement, the information supplied by them in connection with the
Offer and their ability to finance the purchase of the Common Shares.

COVENANTS OF THE CORPORATION. In the Merger Agreement, the Corporation
has covenanted and agreed that, among other things, during the period from
the date of the Merger Agreement to the Effective Time, the Corporation and
its subsidiaries will each conduct its operations in all material respects
according to its ordinary and usual course of business, and will use
reasonable efforts to preserve intact its business organization and to
maintain satisfactory relationships with suppliers, distributors, customers
and others having business relationships with it. The Corporation will
promptly advise Danaher in writing of any change in the Corporation's or any
of its subsidiaries' business or financial condition which is materially
adverse to the Corporation and its subsidiaries taken as a whole, and will
confer on a regular and frequent basis with representatives of Danaher to
report upon the status of operations. Without limiting the generality of the
foregoing, and except as otherwise expressly contemplated by the Merger
Agreement, prior to the Effective Time, neither the Corporation nor any of
its subsidiaries will, without the prior written consent of Danaher, (i)
amend its Articles of Incorporation or By-Laws (or equivalent instruments);
(ii) authorize for issuance, issue, sell, deliver or agree or commit to
issue, sell or deliver (whether through the issuance or granting of
additional options, warrants, commitments, subscriptions, rights to purchase
or otherwise) any shares of capital stock of any class or any securities
convertible into shares of capital stock of any class, except as required by
any employee benefit or stock option plan or agreement existing as of the
date of the Merger Agreement; (iii) split, combine or reclassify any shares
of its capital stock, declare, set aside or pay any dividend or other
distribution (whether in cash, stock or property or any combination thereof)
in respect of its capital stock, or redeem or otherwise acquire any shares
of its capital stock; PROVIDED, HOWEVER, that the Corporation may declare
and pay to holders of Common Shares regular quarterly dividends of not more
than $0.30 per Common Share; and PROVIDED, FURTHER,

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that any of the Corporation's subsidiaries may declare, set aside or pay any
dividend or other distribution with respect to their capital stock; (iv) (x)
create, incur, assume, maintain or permit to exist any long-term debt
(including obligations in respect of capital leases); (y) except in the
ordinary course of business and consistent with past practices, assume,
guarantee, endorse or otherwise become liable or responsible (whether
directly, contingently or otherwise) for the obligations of any person other
than any subsidiary of the Corporation; or (z) make any loans, advances or
capital contributions to, or investments in, any person other than any of
the subsidiaries of the Corporation, except for loans or advances to
employees or customers in the ordinary course of business and consistent
with past practices; (v) except in the ordinary course of business or as has
been disclosed, sell, transfer, mortgage or otherwise dispose of or
encumber, any business, subsidiary, assets that are material to the
Corporation and its subsidiaries taken as a whole, or fixed assets that have
a value on the Corporation's books, either individually or in the aggregate,
in excess of $500,000; (vi) settle or compromise any pending or threatened
suit, action or claim in which the amount involved is greater than $500,000
or which is material to the Corporation and its subsidiaries taken as a
whole or which relates to the transactions contemplated by the Merger
Agreement or modify, amend or terminate any contracts involving in excess of
$500,000 or waive, release or assign any right or claim involving in excess
of $500,000; (vii) make any material tax election or permit any material
insurance policy naming it as a beneficiary or a loss payable payee to be
cancelled or terminated, in each case without notice to Danaher; (viii)
grant any material increase in the compen-sation payable or to become
payable to any of its officers or employees or establish, adopt, enter into,
make any new grants or awards under, be obligated to grant any awards under,
or amend, any collective bargaining (except as required by law), bonus,
profit sharing, thrift, compensation, stock option or other equity, pension,
retirement, incentive or deferred compensation, employment, retention,
termination, severance, health, life or other welfare, fringe or other plan,
agreement, trust, fund, policy or arrangement for the benefit of any current
or former directors, officers or employees, or grant or pay any benefit not
required by any existing plan or arrangement; (ix) change in any material
respect any of the accounting principles used by it, unless required by
GAAP; (x) acquire any business or capital stock, merge or consolidate with
any other person or sell, encumber or otherwise transfer any business or
material portion thereof; or (xi) agree to do any of the foregoing.

ACCESS TO INFORMATION. From the date of the Merger Agreement to the
Effective Time, but subject to applicable confidentiality agreements
creating obligations to others and excluding information provided to the
Board with respect to the Offer, the Corporation shall, and shall cause its
subsidiaries, officers, directors, employees, auditors and other agents to,
afford the officers, employees, auditors and other agents of Danaher, and to
representatives of and advisors to financing sources, reasonable access
during normal business hours to its officers, employees, agents, properties,
offices, plants and other facilities and to all books, records and
contracts, and shall furnish Danaher and such financing sources with all
financial, operating and other data and information as Danaher, through its
officers, employees or agents, or such financing sources may from time to
time reasonably request. The Corporation will promptly furnish to Danaher,
at Danaher's expense and subject to the Confidentiality Agreement, a copy of
each material document filed or received by it pursuant to the federal
securities laws or federal or state tax laws or any Environmental Laws, and
of such other documents as Danaher may reasonably request.

SHAREHOLDER APPROVAL. Pursuant to the Merger Agreement, if required by
applicable law in order to consummate the Merger, as soon as practicable
following the purchase of the Common Shares pursuant to the Offer, the
Corporation, acting through the Board, shall, in accordance with applicable
law, except to the extent that the Board, after taking into account the
advice of counsel to the Corporation, concludes that any action is required
in the proper exercise of its fiduciary duties, take all steps necessary
duly to call, set a record date for, give notice of, convene and hold a
meeting of its shareholders as soon as practicable for the purpose of
adopting and approving the Merger Agreement and the transactions
contemplated thereby. At such meeting,

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Danaher and the Bidder will each vote, or cause to be voted, all Common
Shares acquired in the Offer or otherwise beneficially owned by it or any of
its subsidiaries on the record date for such meeting, in favor of the
approval and adoption of the Merger Agreement and the transactions
contemplated thereby.

The Corporation will, if required by law for the consummation of the
Merger, prepare and file a Proxy Statement with the Commission, and shall
use all reasonable efforts to obtain and furnish the information required to
be included by it in the Proxy Statement and, after consultation with
Danaher, to respond promptly to any comments made by the Commission with
respect to the Proxy Statement and any preliminary version thereof and to
cause the Proxy Statement to be mailed to its shareholders at the earliest
practicable time following the purchase of the Common Shares pursuant to the
Offer. The Board and the Boards of Directors of Danaher and the Bidder have
each determined that the Merger is advisable and in the best interests of
shareholders of their respective companies and, except to the extent that
the Board of Directors of the Corporation, after taking into account the
advice of counsel to the Corporation, concludes that any action is required
in the proper exercise of its fiduciary duties, the Board of Directors of
the Corporation will (i) recommend to shareholders the approval of the
Merger Agreement and the transactions contemplated thereby and the other
matters to be submitted to shareholders in connection therewith and (ii) use
all reasonable efforts to obtain the necessary approval by shareholders of
the Merger Agreement and the transactions contemplated thereby.

Notwithstanding the foregoing, in the event that after the closing of
the Offer the Bidder shall be the owner of at least 90 percent of the
outstanding Common Shares, the parties to the Merger Agreement shall take
all necessary and appropriate action to cause the Merger to become effective
as soon as practicable after the expiration of the Offer and compliance with
the applicable provisions of the IBCA and any applicable rules of the
Commission, without a meeting of shareholders of the Corporation, if
practicable, in accordance with Section 253 of the Delaware General
Corporation Law and Section 11.30 of the IBCA.

REASONABLE EFFORTS. Subject to the terms and conditions of the Merger
Agreement and the fiduciary duties of the Board of Directors of the
Corporation, each of the parties to the Merger Agreement has agreed to use
all reasonable efforts consistent with applicable legal requirements to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary or proper and advisable under applicable laws and
regulations to ensure that the Offer Conditions and the conditions to the
Merger Agreement are satisfied and to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by the
Merger Agreement.

CONSENTS. The Merger Agreement provides that Danaher and the
Corporation each shall use all reasonable efforts to obtain all material
consents of third parties and governmental authorities, and to make all
governmental filings, necessary for the consummation of the transactions
contemplated by the Merger Agreement.

PUBLIC ANNOUNCEMENTS. Danaher and the Corporation will consult with
each other before issuing any press release or otherwise making any public
statements with respect to the Offer or the Merger and shall not issue any
such press release or make any such public statement prior to such
consultation, except as may be required by law or by obligations pursuant to
any listing agreement with any securities exchange.

CONSENT OF DH HOLDINGS. DH Holdings, as the sole shareholder of the
Bidder, by executing the Merger Agreement has consented to the execution and
delivery of the Merger Agreement by the Bidder and the consummation of the
Merger and the other transactions contemplated thereby and such consent
shall be treated for all purposes as a vote duly cast at a meeting of the
shareholders of the Bidder held for such purpose.

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NO SOLICITATION. Neither the Corporation nor any of its subsidiaries
nor any of their respective officers, directors, employees, agents or
representatives (including, without limitation, investment bankers,
attorneys and accountants) shall, directly or indirectly, (a) solicit,
initiate or encourage or (b) enter into any discussions or negotiations
with, in any way continue any discussions or negotiations commenced before
the date of the Merger Agreement with, or disclose directly or indirectly
any information not customarily disclosed concerning its business and
properties to, or afford any access to its properties, books and records to,
any corporation, partnership or other person or group in connection with any
possible proposal (an "Acquisition Proposal") regarding a sale of the
Corporation's capital stock or a merger, consolidation or sale or spin-off
of all or a substantial portion of the assets of the Corporation or any
subsidiary of the Corporation which is material to the Corporation and its
subsidiaries taken as a whole, or a liquidation or a recapitalization of the
Corporation, or any similar transaction; PROVIDED that (x) in response to an
Acquisition Proposal made without such solicitation, initiation or
encouragement, the Corporation may (to the extent that the Board, after
taking into account the advice of counsel to the Corporation, concludes that
any of the following actions is required in the proper exercise of its
fiduciary duties) (i) furnish information with respect to the Corporation to
any person pursuant to a confidentiality agreement no more favorable to such
person than the Confidentiality Agreement is to Danaher and (ii) participate
in negotiations regarding such Acquisition Proposal and (y) the Board shall
be free to take and disclose any position with respect to a third party
offer pursuant to Rules 14d-9 and 14e-2 under the Exchange Act and to make
such disclosures to the Corporation's shareholders, which, upon the advice
of the Corporation's counsel, are required by applicable law. The
Corporation will notify Danaher immediately, orally and in writing, if any
discussions or negotiations are sought to be initiated, any inquiry or
proposal is made, or any such information is requested, with respect to an
Acquisition Proposal or potential Acquisition Proposal or if any Acquisition
Proposal is received or if the Corporation has been informed that an
Acquisition Proposal is forthcoming, and will include in such notification
the identity of the other party or parties and the material terms and
conditions of any such request, inquiry or Acquisition Proposal. The
Corporation will keep Danaher informed in reasonable detail of the status
(including amendments or proposed amendments) of any such request, inquiry
or Acquisition Proposal.

INDEMNIFICATION; INSURANCE. Pursuant to the Merger Agreement, for a
period of six years after the Effective Time, Danaher shall, and shall cause
the Surviving Corporation to, indemnify, defend and hold harmless the
present and former officers, directors, employees and agents of the
Corporation and its subsidiaries (collectively, the "Indemnified Parties")
from and against, and pay or reimburse the Indemnified Parties for, all
losses, obligations, expenses, claims, damages or liabilities (whether or
not resulting from third-party claims and including interest, penalties,
out-of-pocket expenses and attorneys' fees incurred in the investigation or
defense of any of the same or in asserting any of their rights under the
Merger Agreement) resulting from or arising out of actions or omissions
occurring on or prior to the Effective Time (including, without limitation,
the transactions contemplated by the Merger Agreement) to the full extent
permitted or required under applicable law and, in the case of
indem-nification by the Surviving Corporation, to the extent permitted under
the provisions of the Articles of Incorporation and the By-Laws of the
Corporation, each as in effect at the date of the Merger Agreement (which
provisions shall not be amended in any manner which adversely affects any
Indemnified Party, for a period of six years), including provisions relating
to advances of expenses incurred in the defense of any action or suit;
PROVIDED that in the event any claim or claims are asserted or made within
such six-year period, all rights to indemnification in respect of each such
claim shall continue until final disposition of such claim. Without limiting
the foregoing, in any case in which approval by the Surviving Corporation is
required to effectuate any indemnification, Danaher shall cause the
Surviving Corporation to direct, at the election of the Indemnified Party,
that the determination of any such approval shall be made by independent
counsel selected by the Indemnified Party.

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Any Indemnified Party wishing to claim indemnification under the Merger
Agreement shall provide notice to Danaher promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
PROVIDED that failure to provide such notice shall not relieve Danaher or
the Surviving Corporation of its obligations hereunder except to the extent
that Danaher or the Surviving Corporation is materially prejudiced thereby,
and the Indemnified Party shall permit Danaher (at Danaher's expense) to
assume the defense of any claim or any litigation resulting therefrom;
PROVIDED that (i) counsel for Danaher who shall conduct the defense of such
claim or litigation shall be reasonably satisfactory to the Indemnified
Party, and the Indemnified Party may participate in such defense at such
Indemnified Party's expense, and (ii) the omission by any Indemnified Party
to give notice as provided herein shall not relieve Danaher of its
indemnification obligation under the Merger Agreement except to the extent
that such omission results in a failure of actual notice to Danaher and
Danaher is materially damaged as a result of such failure to give notice.
Danaher shall not, in the defense of any such claim or litigation, except
with the consent of the Indemnified Party, consent to entry of any judgment
or enter into any settlement that provides for injunctive or other
nonmonetary relief affecting the Indemnified Party or that does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability with respect to such
claim or litigation. In the event that Danaher does not accept the defense
of any matter as above provided, or counsel for the Indemnified Parties
advises that there are issues which raise conflicts of interest between
Danaher or the Surviving Corporation and the Indemnified Parties, the
Indemnified Parties may retain counsel satisfactory to them, and Danaher or
the Surviving Corporation shall pay all reasonable fees and expenses of such
counsel for the Indemnified Parties promptly as statements therefor are
received; PROVIDED that Danaher shall not be liable for any settlement
effected without its prior written consent (which consent shall not be
unreasonably withheld). In any event, Danaher and the Indemnified Parties
shall cooperate in the defense of any action or claim subject to the Merger
Agreement and the records of each shall be available to the other with
respect to such defense.

For not less than six years after the Effective Time, Danaher and the
Bidder shall maintain in effect directors' and officers' liability insurance
covering the Indemnified Parties who are currently covered by the
Corporation's existing directors' and officers' liability insurance, on
terms and conditions no less favorable to such directors and officers than
those in effect on the date hereof; PROVIDED that in no event shall Danaher
be required to expend in any one year an amount in excess of 150% of the
annual premiums currently paid by the Corporation for such insurance; and,
PROVIDED, FURTHER, that if the annual premiums of such insurance coverage
exceed such amount, Danaher shall be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount.

EMPLOYEE BENEFITS; SEVERANCE AGREEMENTS AND PLANS. Under the Merger
Agreement, Danaher agrees to maintain, or cause the Surviving Corporation to
maintain, until December 31, 1996, employee benefit plans which, in the
aggregate, will provide benefits to the employees of the Corporation and its
subsidiaries that are substantially comparable, in the aggregate, to those
provided to such employees under the employee benefit plans of the
Corporation in effect on the date of the Merger Agreement, and, after
December 31, 1996, will provide such employees with benefits that are
consistent with those provided to other employees of Danaher. To the extent
that any employee of the Corporation or its subsidiaries is to be covered by
any employee benefit plan of Danaher or its subsidiaries, such employee
shall, for the purposes of eligibility and vesting (but not accrual of
benefits under such plans), be credited with his or her years of service
with the Corporation or its subsidiaries as of the Effective Time and with
years of service with prior employers to the extent service with prior
employers is taken into account under corresponding plans of the Corporation
or its subsidiaries. With respect to any employee of the Corporation or its
subsidiaries who becomes eligible to participate in any medical plan of
Danaher or its subsidiaries (but without creating any obligation in Danaher
or its subsidiaries to increase the medical conditions covered by any such
medical plan of Danaher or its subsidiaries), (a) no condition that

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would have been covered under the applicable medical plan of the Corporation
in which such employee participated immediately prior to the change in
coverage shall be excluded as a pre-existing condition from coverage under
any medical plan of Danaher or its subsidiaries and (b) amounts paid before
such participation by such employee of the Corporation under the applicable
medical plan of the Corporation with respect to the plan year in which such
participation commences shall be taken into account in applying deductibles
and maximum out-of-pocket limits applicable under the medical plan of
Danaher with respect to the balance of such plan year to the same extent as
if such amounts had been paid under such medical plan of Danaher.

Danaher shall honor, or cause the Corporation to honor, effective upon
the consummation of the Offer, the Corporation's obligations under the
Corporation's existing severance agreements dated as of September 16, 1994
with Messrs. Diehl, Koprowski and Wolski. With respect to other employees,
Danaher shall honor, or shall cause the Corporation to honor, effective upon
the consummation of the Offer, the Corporation's Severance Plan for the
Corporate Staff and the Severance Policy for Corporate Managers (such plan
and policy, the "Severance Policies") as in effect on the date of the Merger
Agreement, including the provisions of the Severance Policies relating to
amendment or termination of the Severance Policies. The Corporation
represents and warrants that correct copies of the Severance Policies have
been filed as exhibits to Disclosure Statements. Danaher acknowledges that
consummation of the Offer will constitute a "Change in Control" under such
severance agreements and the Severance Policies.

STOCK OPTIONS. Prior to the acquisition of Common Shares pursuant to
the Offer, the Corporation will make all necessary and appropriate
adjustments to (including without limitation an adjustment, reasonably
satisfactory to the Bidder, in the number of Common Shares subject to
outstanding options and in the option prices per Common Share to reflect the
change in the number of Common Shares that will be outstanding following the
Merger), and shall use all reasonable efforts to obtain all necessary
consents with respect to, all of the Corporation's employee stock options
other than any Cancelled Options, in order that such stock options may be
cancelled and settled by the Corporation as provided above under "Employee
Stock Options".

TRANSFER TAXES. The Surviving Corporation shall pay any transfer Taxes
payable in connection with the Merger and shall be responsible for the
preparation and filing of any required Tax Returns with respect to such
Taxes.

ANTI-TAKEOVER STATUTES. If any "fair price," "moratorium," "control
share acquisition" or other form of anti-takeover statute is or shall become
applicable to the Offer, Merger or other transactions contemplated by the
Merger Agreement, the Corporation and the members of the Board will grant
such approvals and take such actions as are necessary so that the Offer,
Merger and other trans-actions contemplated by the Merger Agreement may be
consummated as promptly as practicable on the terms contemplated by the
Merger Agreement and otherwise act to eliminate or minimize the effects of
any such anti-takeover statute on the transactions contemplated thereby.

NO AMENDMENT TO THE RIGHTS AGREEMENT. In the Merger Agreement, the
Corporation covenants and agrees that so long as the Merger Agreement is in
effect, it will not amend the Rights Agreement or redeem the Rights or
terminate the Rights Agreement prior to the Effective Date, except as
expressly contemplated by the Merger Agreement.

NOTIFICATION OF CERTAIN MATTERS. The Corporation will give prompt
notice to Danaher and the Bidder, and Danaher and the Bidder will give
prompt notice to the Corporation, of (a) the occurrence or non-occurrence of
any event likely to cause (i) any representation or warranty contained in
the Merger Agreement to be untrue or inaccurate in any material respect, and
(ii) any failure of the Corporation, or of Danaher, DH Holdings or the
Bidder, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied under the Merger
Agreement; PROVIDED, HOWEVER, that the delivery of any such notice will not

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limit or otherwise affect the remedies available under the Merger Agreement
to the party receiving such notice and (b) any communication (written or
oral) received by any director or officer of the Corporation from any person
that alleges any noncompliance with Environmental Laws or any Environmental
Liability on the part of the Corporation or any of its subsidiaries that is
material to the Corporation and its subsidiaries taken as a whole.

DISPOSITION OF LITIGATION. Each of Danaher, the Bidder and the
Corporation agrees promptly to use all reasonable efforts to withdraw (and
shall not refile) all pending litigation between the parties.

PROXY CONTEST. Danaher and the Bidder agree to withdraw (and not
refile) the Schedule 14A filed with the Commission relating to the calling
of a special meeting for, among other things, the removal of the directors
of the Corporation.

STOCK EXCHANGE LISTING. Danaher shall use all reasonable efforts to
list on the New York Stock Exchange, upon official notice of issuance, the
shares of common stock of Danaher to be issued upon exercise of the
Substitute Options.

CONDITIONS TO THE OBLIGATIONS OF DANAHER, THE BIDDER AND THE
CORPORATION. The respective obligations of each party to the Merger
Agreement to effect the Merger shall be subject to the fulfillment at or
prior to the Effective Time of the following conditions: (a) the Bidder
shall have purchased all Common Shares duly tendered and not withdrawn
pursuant to the terms of the Offer and subject to the terms thereof;
PROVIDED that the obligation of Danaher, DH Holdings and the Bidder to
effect the Merger shall not be conditioned on the fulfillment of this
condition if the failure of the Bidder to purchase the Common Shares
pursuant to the Offer shall have constituted a breach of the Offer or of the
Merger Agreement; (b) there shall not be in effect any statute, rule or
regulation enacted, promulgated or deemed applicable by any governmental
authority of competent jurisdiction that makes consummation of the Merger
illegal and no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the
Merger shall be in effect; PROVIDED, HOWEVER, that each of the parties shall
use all reasonable efforts to prevent the entry of any such injunction or
other order and to appeal as promptly as possible any injunction or other
order that may be entered; and (c) if required by the Corporation's Articles
of Incorporation or the IBCA, the Merger Agreement shall have been approved
and adopted by the affirmative vote of the holders of the requisite number
of Common Shares in accordance with the Articles of Incorporation and
By-Laws of the Corporation and the IBCA.

CONDITIONS TO THE OBLIGATIONS OF THE CORPORATION. The obligation of the
Corporation pursuant to the Merger Agreement to consummate the Merger is
also subject to Danaher or the Bidder having made all filings required prior
to the Closing with respect to, and having paid to the proper taxing
authorities or made adequate provision for the payment of, all transfer
Taxes payable in connection with the Merger.

TERMINATION. The Merger Agreement provides that it may be terminated at
any time prior to the Effective Time, whether before or after approval by
the shareholders of the Corporation: (a) by mutual consent of the Board of
Directors of Danaher and the Board; (b) by action of the Board of Directors
of Danaher or action of the Board of Directors of the Corporation if at
least that number of Common Shares required by the Minimum Condition shall
not have been purchased in the Offer on or before November 20, 1995, or the
Merger shall not have been consummated on or before February 20, 1996,
PROVIDED, HOWEVER, that the Board of Directors of Danaher shall have no
right to terminate the Merger Agreement after the consummation of the Offer;
and PROVIDED, FURTHER, that the right to terminate the Merger Agreement
shall not be available to any party whose failure to fulfill any obligation
under the Merger Agreement has been the cause of, or resulted in, the
failure of the Offer or the Merger, as the case may be, to occur on or
before the aforesaid dates; (c) by either Danaher or the Corporation if the
Offer shall expire or terminate in accordance with its terms without any
Common Shares having been purchased thereunder and,

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in the case of termination by Danaher, the Bidder shall not have been
required by the terms of the Offer or the Merger Agreement to purchase any
Common Shares pursuant to the Offer; (d) by the Corporation if (i) the
Bidder shall not timely amend the Offer as provided in the Merger Agreement
or (ii) Danaher, DH Holdings or the Bidder shall fail to comply in any
material respect with any of its covenants or agreements required to be
complied with by it before the date of such termination and such failure to
comply shall not be cured within four business days following receipt by
Danaher from the Corporation of written notice of such failure and demand
for cure; (e) by either Danaher, the Bidder or the Corporation, if any court
of competent jurisdiction in the United States or other governmental agency
of competent jurisdiction shall have issued an order, decree or ruling or
taken any other action restraining, permanently enjoining or otherwise
prohibiting the consummation of the Offer or the Merger, and such order,
decree, ruling or other action shall have become final and non-appealable;
(f) by the Corporation if prior to the purchase of Common Shares pursuant to
the Offer, and after receipt of a Superior Proposal (defined in the Merger
Agreement as a proposal to acquire, directly or indirectly, more than 50% of
the Common Shares or all or any substantial portion of the consolidated
assets of the Corporation and its subsidiaries and on terms which the Board
of Directors of the Corporation determines in its good faith judgment, based
on the advice of Goldman Sachs, to be more favorable to the Corporation's
shareholders than the Offer and the Merger taken together) and at a time
that is after the second business day after Danaher has received written
notice from the Corporation advising Danaher of the Corporation's receipt of
a Superior Proposal, specifying the material terms and conditions of such
Superior Proposal and identifying the person making such Superior Proposal,
the Board of Directors of the Corporation or any committee thereof (x) shall
have withdrawn or modified in a manner adverse to the Bidder or Danaher, and
in a manner consistent with the Merger Agreement (including as to timing and
contents of notice to Danaher with respect to any Superior Proposal), its
approval or recommendation of the Offer, the Merger Agreement, the Merger or
any other transaction contemplated by any of the foregoing or (y) shall have
recommended a Superior Proposal or (z) shall have resolved to do any of the
foregoing; PROVIDED, HOWEVER, that such termination under this clause (f)
shall not be effective until the Corporation has made payment to DH Holdings
of the Fee (as defined below) required to be paid pursuant to the Merger
Agreement and has paid to Danaher $1.5 million for Expenses (as defined
below) (Danaher agrees to refund any excess of such amount over actual
Expenses) or deposited with a mutually acceptable escrow agent $1.5 million
for reimbursement to Danaher, DH Holdings and the Bidder of Expenses; or (g)
by the Corporation, upon approval of the Board of Directors of the
Corporation, if, prior to the purchase of Common Shares pursuant to the
Offer, the Board of Directors of the Corporation shall have withdrawn or
modified in a manner adverse to the Bidder or Danaher, and in a manner
consistent with the Merger Agreement (including as to timing and contents of
notice to Danaher with respect to any Superior Proposal), its approval or
recommendation of the Offer, the Merger Agreement or the Merger in order to
approve the execution by the Corporation of a definitive agreement providing
for the acquisition of the Corporation or its assets or Common Shares
pursuant to a Superior Proposal; PROVIDED, HOWEVER, that such termination
under this clause (g) shall not be effective until the Corporation has made
payment to DH Holdings of the Fee and has paid or deposited with a mutually
acceptable escrow agent $1.5 million for reimbursement to Danaher, DH
Holdings and the Bidder of Expenses (Danaher agrees to refund any excess of
such amount paid over actual Expenses).

In the event of termination of the Merger Agreement and abandonment of
the Merger by Danaher, the Bidder or the Corporation, written notice thereof
shall forthwith be given to the others, and the Merger Agreement shall
terminate and the Merger shall be abandoned, without further action by any
of the parties thereto. The Bidder agrees that any termination by Danaher
shall be conclusively binding upon it, whether given expressly on its behalf
or not, and the Corporation shall have no further obligation with respect to
it. If the Merger Agreement is terminated, no party thereto shall have any
liability or further obligation to any other party to the Merger Agreement,
PROVIDED that any termination shall be without prejudice to the rights of
any

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party thereto arising out of breach by any other party of any covenant or
agreement contained in the Merger Agreement, and PROVIDED FURTHER that
certain obligations set forth in the Merger Agreement shall in any event
survive any termination.

FEES AND EXPENSES. Pursuant to the Merger Agreement, in the event that:
(a) any person (including, without limitation, the Corporation or any
affiliate thereof) or group, other than Danaher or any affiliate of Danaher,
shall have become the beneficial owner of more than 15% of the then
outstanding Common Shares and thereafter the Merger Agreement shall have
been terminated pursuant to its terms and within 12 months of such
termination a Third Party Acquisition (as hereinafter defined) shall occur;
or (b) any person or group shall have commenced, publicly proposed or
communicated to the Corporation a proposal that is publicly disclosed for a
tender or exchange offer for more than 30% (or which, assuming the maximum
amount of securities which could be purchased, would result in any person or
group beneficially owning more than 30%) of the then outstanding Common
Shares or otherwise for the direct or indirect acquisition of the
Corporation or all or substantially all of its assets for per Common Share
consideration having a value greater than the per Common Share amount
proposed to be paid pursuant to the Offer under the Merger Agreement and (i)
the Offer shall have remained open for at least 20 business days, (ii) the
Minimum Condition shall not have been satisfied and (iii) the Merger
Agreement shall have been terminated pursuant to the provisions described in
"Termination" above; and (c) the Merger Agreement is terminated pursuant to
clause (f) or (g) of "Termination" above; then, in any such event, the
Corporation shall pay DH Holdings promptly (but in no event later than one
business day after the first of such events shall have occurred) a fee of $6
million (the "Fee"), which amount shall be payable in immediately available
funds, plus all Expenses (defined as all out-of-pocket expenses and fees up
to $1.5 million in the aggregate (including, without limitation, fees and
expenses payable to all banks, investment banking firms, other financial
institutions and other persons and their respective agents and counsel for
arranging, committing to provide or providing any financing for the Offer,
the Merger and any transactions contemplated thereby or structuring the
transactions and all fees of counsel, accountants, experts and consultants
to Danaher, DH Holdings and the Bidder, and all printing and advertising
expenses) actually incurred or accrued by either of them or on their behalf
in connection with the transactions, including, without limitation,
litigation related thereto and the financing thereof, and actually incurred
or accrued by banks, investment banking firms, other financial institutions
and other persons and assumed by Danaher, DH Holdings or the Bidder in
connection with the negotiation, preparation, execution and performance of
the Merger Agreement, the structuring and financing of the Offer, the Merger
and any transactions contemplated thereby and any litigation and any
financing commitments or agreements relating thereto); provided that, in the
case described in clause (b) above, if (x) the Danaher has terminated this
Agreement and (y) the Board of Directors of the Corporation or any committee
thereof (A) shall not have withdrawn or modified in a manner adverse to the
Bidder or the Danaher its approval or recommendation of the Offer this
Agreement and the Merger, (B) shall not have approved or recommended the
proposal of such person or group and (C) shall not have resolved to do any
of the foregoing, the Corporation shall pay to DH Holdings on such
termination all Expenses and shall pay the Fee only if, within 12 months of
such termination, a Third Party Acquisition shall occur.

"Third Party Acquisition" means the occurrence of any of the following
events: (i) the acquisition of the Corporation by merger, consolidation or
other business combination transaction by any person other than Danaher, the
Bidder or any affiliate thereof (a "Third Party"); (ii) the acquisition by
any Third Party of 50% or more (in book value or market value) of the total
assets of the Corporation and its subsidiaries, taken as a whole; (iii) the
acquisition by a Third Party of 50% or more of the outstanding Common Shares
whether by tender offer, exchange offer or otherwise; (iv) the adoption by
the Corporation of a plan of liquidation or the declaration or payment of an
extraordinary dividend; or (v) the repurchase by the Corporation or any of
its subsidiaries of 50% or more of the outstanding Common Shares.

15
<PAGE>
Except as set forth above, all costs and expenses incurred in connection
with the Merger and the Offer, the Merger Agreement and any transactions
contemplated thereby shall be paid by the party incurring such expenses,
whether or not such Transaction is consummated.

In the event that the Corporation shall fail to pay the Fee or any
Expenses when due, the term "Expenses" shall be deemed to include the costs
and expenses actually incurred or accrued by Danaher, DH Holdings and the
Bidder (including, without limitation, fees and expenses of counsel) in
connection with the collection under and enforcement of the provisions of
the Merger Agreement relating thereto, together with interest on such unpaid
Fee and Expenses, commencing on the date that the Fee or such Expenses
became due, at a rate equal to the rate of interest publicly announced by
Citibank, N.A., from time to time, in the City of New York, as such bank's
Prime Rate plus 1.00%.

AMENDMENT AND MODIFICATION. Subject to applicable law, the Merger
Agreement may be amended, modified or supplemented only by written agreement
of Danaher, DH Holdings, the Bidder and the Corporation at any time prior to
the Effective Time with respect to any of the terms contained therein,
PROVIDED, that after the Merger Agreement is adopted by the Corporation's
shareholders, no such amendment or modification shall be made that reduces
the amount or changes the form of the Merger Consideration or otherwise
materially and adversely affects the rights of the Corporation's
shareholders thereunder, without the further approval of such shareholders.

WAIVER OF COMPLIANCE; CONSENTS. Any failure of Danaher, DH Holdings, or
the Bidder, on the one hand, or the Corporation, on the other hand, to
comply with any obligation, covenant, agreement or condition in the Merger
Agreement, may be waived by the Corporation or Danaher, respectively, only
by a written instrument signed by the party granting such waiver (and, in
the case of the Corporation, approved with the concurrence of a majority of
the Independent Directors, if required under the Merger Agreement), but such
waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Whenever the
Merger Agreement requires or permits consent by or on behalf of any party
hereto, such consent shall be given in writing in a manner consistent with
the requirements for a waiver of compliance as set forth above. DH Holdings
and the Bidder agree that any consent or waiver of compliance given by
Danaher under the Merger Agreement shall be conclusively binding upon them,
whether given expressly on their behalf or not.

SURVIVAL OF WARRANTIES. Each and every representation and warranty,
except for representations and warranties concerning finders and investment
bankers (if the Merger Agreement is terminated before consummation of the
Offer) made by the Company in Article IV of the Merger Agreement, and each
and every representation and warranty made by Parent, DH Holdings and the
Bidder in Article V, except for representations and warranties concerning
capitalization, finders and investment bankers (if the Merger Agreement is
terminated before consummation of the Offer) shall expire with, and be
terminated and extinguished by, the Merger, or the termination of the Merger
Agreement pursuant to its terms.

Pursuant to the Merger Agreement, certain conditions of the Offer
contained, among other places, in the Introduction and Section 14 of the
Offer have been amended and restated in their entirety as follows:

Notwithstanding any other provision of the Offer, the Bidder shall not
be required to accept for payment, or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange
Act (relating to the Bidder's obligation to pay for or return tendered
shares after the termination or withdrawal of the Offer), to pay for any
Common Shares not theretofore accepted for payment or paid for, and the
Bidder may (subject to the terms of the Merger Agreement) amend or terminate
the Offer as to such Common Shares not theretofore accepted for payment or
paid for, the purchase of, and/or (subject to any such applicable rules and

16
<PAGE>
regulations of the Commission), (i) unless there are validly tendered and
not properly withdrawn prior to the expiration of the Offer that number of
Common Shares which, when aggregated with the Common Shares currently owned
by Danaher and any of its subsidiaries, represents at least two-thirds of
the Common Shares on a fully-diluted basis or (ii) if at any time on or
after the date of the Merger Agreement and at or before the time that the
particular Common Shares are accepted for payment (whether or not any other
Common Shares shall theretofore have been accepted for payment or paid for
pursuant to the Offer) any of the following conditions exists:

(a) there shall have been any action or proceeding brought by any
governmental authority before any federal or state court, or any order or
preliminary or permanent injunction entered in any action or proceeding
before any federal or state court or governmental, administrative or
regulatory authority or agency, located or having jurisdiction within the
United States or any country or economic region in which either the
Corporation or Danaher, directly or indirectly, has material assets or
operations, or any statute, rule, regulation, legislation,
interpretation, judgment or order enacted, entered, enforced,
promulgated, amended, issued or deemed applicable to the Bidder, the
Corporation or any subsidiary or affiliate of the Bidder or the
Corporation or the Offer or the Merger, by any legislative body, court,
government or governmental, administrative or regulatory authority or
agency located or having jurisdiction within the United States or any
country or economic region in which either the Corporation or Danaher,
directly or indirectly, has material assets or operations, which could
reasonably be expected to have the effect of: (i) making illegal, or
otherwise directly or indirectly prohibiting, materially restraining or
making materially more costly, the making of the Offer, the acceptance
for payment of, payment for, or ownership, directly or indirectly, of
some or all of the Common Shares by Danaher or the Bidder, the
consummation of any of the transactions contemplated by the Merger
Agreement or materially delaying the Merger; (ii) prohibiting or
materially limiting the ownership or operation by the Corporation or any
of its subsidiaries that owns a material portion of the business and
assets of the Corporation and its subsidiaries taken as a whole, or by
Danaher, the Bidder or any of Danaher's subsidiaries, of all or any
material portion of the business or assets of the Corporation and its
subsidiaries taken as a whole or Danaher and its subsidiaries taken as a
whole, or compelling the Bidder, Danaher or any of Danaher's subsidiaries
to dispose of or hold separate all or any material portion of the
business or assets of the Corporation and its subsidiaries taken as a
whole or Danaher and its subsidiaries taken as a whole, as a result of
the transactions contemplated by the Offer or the Merger Agreement; (iii)
imposing limitations on the ability of the Bidder, Danaher or any of
Danaher's subsidiaries effectively to acquire or hold or to exercise full
rights of ownership of Common Shares, including, without limitation, the
right to vote any Common Shares acquired or owned by Danaher or the
Bidder or any of Danaher's subsidiaries on all matters properly presented
to the shareholders of the Corporation, including, without limitation,
the adoption and approval of the Merger Agreement and the Merger or the
right to vote any shares of capital stock of any subsidiary (other than
immaterial subsidiaries) directly or indirectly owned by the Corporation;
(iv) requiring divestiture by Danaher or the Bidder, directly or
indirectly, of any Common Shares; or (v) which could reasonably be
expected to materially adversely affect the business, financial condition
or results of operations of the Corporation and its subsidiaries taken as
a whole or the value of the Common Shares or of the Offer to the Bidder
or Danaher;

(b) there shall have occurred, or the Bidder shall have become aware
of any fact that has had, or could reasonably be expected to have, a
Material Adverse Effect (defined in the Merger Agreement as a material
adverse effect on the business, assets, financial condition or results of
operations of the Corporation and its subsidiaries taken as a whole);

(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) a
decline of at least 20% in either the Dow Jones Average of Industrial

17
<PAGE>
Stocks or the Standard & Poor's 500 index from that existing at the close
of business on August 18, 1995, (iii) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States, (iv) any limitation (whether or not mandatory) by any
government or governmental, administrative or regulatory authority or
agency, domestic or foreign, on, or any other event that could reasonably
be expected to materially adversely affect, the extension of credit by
banks or other lending institutions in the United States or (v) a
commencement of a war or armed hostilities or other national or
international calamity directly or indirectly involving the United States
which would reasonably be expected to have a Material Adverse Effect or
prevent (or materially delay) the consummation of the Offer;

(d) (i) it shall have been publicly disclosed or the Bidder shall
have otherwise learned that beneficial ownership (determined for the
purposes of this paragraph as set forth in Rule 13d-3 promulgated under
the Exchange Act) of 15% or more of the outstanding Common Shares has
been acquired by any corporation (including the Corporation or any of its
subsidiaries or affiliates), partnership, person or other entity or group
(as defined in Section 13(d)(3) of the Exchange Act), other than Danaher
or any of its affiliates, or (ii) (A) the Board of Directors of the
Corporation or any committee thereof shall have withdrawn or modified in
a manner adverse to the Danaher or the Bidder the approval or
recommendation of the Offer, the Merger or the Merger Agreement, or
approved or recommended any takeover proposal or any other acquisition of
Common Shares other than the Offer and the Merger, (B) any such
corporation, partnership, person or other entity or group shall have
entered into a definitive agreement or an agreement in principle with the
Corporation with respect to a tender offer or exchange offer for any
Common Shares or a merger, consolidation or other business combination
with or involving the Corporation or (C) the Board of Directors of the
Corporation or any committee thereof shall have resolved to do any of the
foregoing;

(e) any of the representations and warranties of the Corporation set
forth in the Merger Agreement that are qualified as to materiality shall
not be true and correct or any such representations and warranties that
are not so qualified shall not be true and correct in any material
respect, in each case as if such representations and warranties (other
than representations and warranties made as of a specified date) were
made at the time of such determination;

(f) the Corporation shall have failed to perform in any material
respect any obligation or to comply in any material respect with any
agreement or covenant of the Corporation to be performed or complied with
by it under the Merger Agreement prior to the time of such determination;
or

(g) the Merger Agreement shall have been terminated in accordance
with its terms or the Offer shall have been terminated with the consent
of the Corporation;

which, in the good faith sole judgment of the Bidder with respect to each
and every matter referred to above and regardless of the circumstances
(including any action or inaction by the Bidder or any of its affiliates
not inconsistent with the terms hereof and the terms of the Merger
Agreement) giving rise to any such condition, makes it inadvisable to
proceed with the Offer or with such acceptance for payment of or payment
for Common Shares or to proceed with the Merger.

The foregoing conditions are for the sole benefit of the Bidder and may
be asserted by the Bidder regardless of the circumstances giving rise to any
such condition or may be waived by the Bidder in whole or in part at any
time and from time to time in its sole discretion (subject to the terms of
the Merger Agreement). The failure by the Bidder at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right, the
waiver of any such right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to any other facts
and circumstances, and each such right shall be deemed an ongoing right that
may be asserted at any time and from time to time.

18
<PAGE>
ITEM 4. THE SOLICITATION OR RECOMMENDATION

Item 4 of the Schedule 14D-9 is hereby amended or supplemented as follows:

The Board has determined unanimously that the Offer and the Merger are
fair to and in the best interest of the stockholders of the Corporation
(other than Danaher and its subsidiaries) and recommends that all
stockholders of the Corporation accept the Offer and tender all of their
Common Shares pursuant to the Offer. A copy of the press release issued
jointly by the Corporation and Danaher on August 21, 1995 announcing the
Merger and the amended Offer is filed as Exhibit 14 to this Schedule 14D-9
and is incorporated herein by reference in its entirety.

The Board's recommendation is based in part upon an opinion received by
the Board from Goldman Sachs that, based upon and subject to the matters set
forth therein, as of the date thereof the $34 per Common Share in cash to be
received by the holders of Common Shares (other than Danaher Corporation and
its subsidiaries) in the Offer and the Merger pursuant to the Merger
Agreement is fair to such holders. A copy of the written opinion of Goldman
Sachs is filed as Exhibit 15 and is also attached hereto as Annex II.
Stockholders are urged to read the text of such opinion in its entirety for
a statement of matters considered, assumptions made and the scope of review
of Goldman Sachs.

In reaching its conclusions, the Board also considered a number of other
factors, including, without limitation, the following:

(i) the financial and other terms and conditions of the Offer and the
Merger Agreement and the course of negotiations with respect thereto;

(ii) the $34 per Common Share price to be received by the Company's
shareholders in both the Offer and the Merger represents a substantial
premium over the closing market price of $24.75 per Common Share on July
7, 1995, the last full trading day before Danaher publicly proposed to
acquire the Corporation for $32 per Common Share;

(iii) that no other potential acquiror or strategic partner had
expressed an interest in engaging in a business combination that would
likely be on terms as favorable to the Corporation's shareholders as
those of the Offer and Merger, and the views of management and Goldman
Sachs as to the likelihood that any such superior transaction would
occur;

(iv) the recent and historical trading prices and price/earnings
multiples for the Common Shares, together with the amount of trading
liquidity of the Common Shares;

(v) the historical financial condition, results of operations,
business and prospects of the Corporation, together with current
industry, economic and market conditions;

(vi) the Corporation's strategic plans and prospects as an independent
company;

(vii) the recent and historical trading prices of the Common Shares,
and the ratios at which shares of similar companies had been trading;

(viii) the level of trading liquidity for the Common Shares;

(ix) the Corporation's ability to accept a superior offer (subject to
certain restrictions and fees);

(x) the likelihood that the closing conditions to Offer and the
Merger would be satisfied;

(xi) the costs and management distraction that would result from a
contest for control of the Corporation;

(xii) the recommendation of the Corporation's management; and

(xiii) the active and direct role of the Board in the consideration of
the Danaher proposal and various alternatives at numerous meetings.

19
<PAGE>
The Offer is scheduled to expire at 12:00 Midnight, New York City time,
on Friday, September 1, 1995. As set forth in the Offer, the Bidder will
purchase Shares tendered prior to the close of the Offer if the Minimum
Condition has been satisfied by that time and if all other conditions to the
Offer have been satisfied (or waived). Shareholders considering not
tendering their Shares pending the Merger should note that if the Minimum
Condition is not satisfied or any of the other conditions to the Offer are
not satisfied, the Bidder is not obligated to purchase any Common Shares,
and can terminate the Offer and the Merger Agreement and not proceed with
the Merger.

Under IBCA, the approval of the Board and the affirmative vote of the
holders of two-thirds of the outstanding Common Shares are required to
approve the Merger. Accordingly, if the Minimum Condition is satisfied, the
Bidder will have sufficient voting power to cause the approval of the Merger
without the affirmative vote of any other shareholder.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

Item 6(b) is hereby amended and supplemented as follows:

To the best of the Corporation's knowledge, all of the Corporation's
directors and executive officers who own Shares currently intend to tender
all of their Shares pursuant to the Offer.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

Item 7 is hereby amended and supplemented as follows:

(a) Except as set forth herein, no negotiation is being undertaken or is
underway by the Corporation in response to the Offer which relates to or
would result in (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any subsidiary thereof; (ii) a
purchase, sale or transfer of a material amount of assets by the Corporation
or any subsidiary thereof; (iii) a tender offer for or other acquisition of
securities by or of the Corporation; or (iv) any material change in the
present capitalization or dividend policy of the Corporation.

(b) Except as set forth herein, there is no transaction, board
resolution, agreement in principle or signed contract in response to the
Offer that relate to or would result in one or more of the events referred
to in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

Item 8 is hereby amended and supplemented as follows:

(A) LITIGATION

(i) The Danaher Action

Pursuant to the Merger Agreement, each of Danaher, the Bidder and the
Corporation has agreed promptly to use all reasonable efforts to withdraw
(and not refile) the Danaher Action.

(B) PROXY CONTEST

Pursuant to the Merger Agreement, Danaher and the Bidder have agreed to
withdraw (and not refile) Danaher's Proxy Statement.

Pursuant to the Merger Agreement, the Corporation and the Rights Agent
have entered into a Second Amendment to Rights Agreement dated as of August
20, 1995, providing, among other things, that neither Danaher nor the Bidder
nor any of their affiliates will become an "Acquiring Person," and that
neither a "Distribution Date" nor any of certain triggering events under the
Rights Agreement will occur as a result of the announcement, commencement or
consummation of the Offer, the execution or delivery of the Merger Agreement
or any amendment thereto in accordance with its terms or the consummation of
the transactions contemplated by the Merger Agreement. Except as expressly
provided in such amendment, the Rights Agreement remains in full force and
effect.

20
<PAGE>
A copy of such amendment is filed as Exhibit 16 hereto and is
incorporated herein and made a part hereof by this reference.

ITEM 9. MATERIALS TO BE FILED AS EXHIBITS

<TABLE>
<S> <C>
Exhibit 13 Agreement and Plan of Merger dated as of August 20, 1995, among Danaher, DH
Holdings, the Bidder and the Corporation.

Exhibit 14 Press release dated August 21, 1995, disclosing the execution of the Merger
Agreement.

Exhibit 15 Fairness opinion of Goldman Sachs dated August 20, 1995.

Exhibit 16 Second Amendment to Rights Agreement dated as of August 20, 1995, between the
Corporation and the Rights Agent.

Exhibit 17 Letter to the Corporation's shareholders dated August 22, 1995, from William E.
Bendix and L. G. Wolski.
</TABLE>

21
<PAGE>
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

JOSLYN CORPORATION

By /s/_Wayne M. Koprowski_____________
VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY

Dated: August 22, 1995

22
<PAGE>
ANNEX I

JOSLYN CORPORATION
30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
------------------------

INFORMATION STATEMENT PURSUANT TO SECTION 14(F)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
------------------------

This Information Statement, which is being mailed on or about August 22,
1995, to the holders of record of shares of common stock, par value $1.25 per
share (the "Shares" or "Common Shares") of Joslyn Corporation, an Illinois
corporation (the "Corporation"), is being furnished in connection with the
designation by TK Acquisition Corporation, a Delaware corporation (the
"Bidder"), of persons (the "Bidder Designees") to the Board of Directors of the
Corporation (the "Board"). Such designation is to be made pursuant to an
Agreement and Plan of Merger, dated as August 20, 1995 (the "Merger Agreement"),
by and among the Corporation, Bidder, DH Holdings Corp., a Delaware corporation
("DH Holdings") and Danaher Corporation, a Delaware corporation ("Danaher").

Pursuant to the Merger Agreement, the Bidder has increased to $34.00 per
Share the purchase price payable pursuant to the Bidder's offer to purchase all
of the outstanding Shares and the associated Common Stock Purchase Rights upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 24, 1995, of the Bidder (the "Offer to Purchase"), as amended and
supplemented by a supplement thereto, dated August 22, 1995 (the "Supplement"),
and the related Letters of Transmittal (which together constitute the "Offer").
The Merger Agreement provides that promptly (subject to any applicable
requirements under Section 14(f) of the Exchange Act) upon the purchase by the
Bidder of the Shares pursuant to the Offer, the Board shall amend its By-Laws to
provide that the number of directors shall be no less than seven (7) and no more
than twelve (12) persons, Steven M. Rales, Mitchell P. Rales, George M. Sherman,
Patrick W. Allender, C. Scott Brannan and James H. Ditkoff shall be elected by
the Board as additional directors of the Corporation (or, if any such persons
shall be unavailable, other persons designated by the Bidder and reasonably
acceptable to the Independent Directors) and William E. Bendix, James M. Reed
and L.G. Wolski shall resign as directors of the Corporation, and thereafter
until the Effective Time (defined to mean the date and time when the Merger
shall become effective): (i) the total number of directors of the Corporation
shall be nine (9); (ii) the Bidder shall be entitled to designate up to six
directors; and (iii) the Board shall have at least three Independent Directors
(defined as directors of the Corporation then in office who are neither
designated by the Bidder nor otherwise affiliated with Danaher or the Bidder and
are not employees of the Corporation or any of its subsidiaries). Following the
election or appointment of the Bidder's designees and prior to the Effective
Time, any amendment to the Merger Agreement or the Articles of Incorporation or
By-Laws of the Corporation, any termination of the Merger Agreement by the
Corporation, any extension by the Corporation of the time for the performance of
any of the obligations or other acts of Danaher or the Bidder and any waiver of
any of the Corporation's rights under the Merger Agreement will require the
concurrence of a majority of the Independent Directors.

The terms of the Merger Agreement, a summary of the events leading up to the
Offer and the Merger and other information concerning the Offer are contained in
the Offer to Purchase, the Supplement and the related Letters of Transmittal of
the Bidder, and in Amendment No. 3 to the Solicitation/Recommendation Statement
on Schedule 14D-9 of the Corporation (as amended from time to time, the
"Schedule 14D-9"), copies of which have been mailed to holders of the Shares.
Certain other documents (including the Merger Agreement) were filed with the
Securities and Exchange Commission (the "Commission") as exhibits to the Tender
Offer Statement on Schedule 14D-1 (as amended from time to time, the "Schedule
14D-1"), of the Bidder and as exhibits to the Schedule 14D-9. The Schedule
14D-1, the Schedule 14D-9 and the respective exhibits thereto may be
<PAGE>
examined at and copies may be obtained from the Commission, except that they
will not be available at the regional offices of the Commission. The discussion
of any such document included herein is qualified in its entirety by reference
to the text of such document.

THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 14F-1 THEREUNDER. YOU ARE URGED TO
READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT, HOWEVER, REQUIRED TO
TAKE ANY ACTION.

The information contained in this Information Statement concerning the
Bidder has been furnished to the Corporation by the Bidder and the Corporation
assumes no responsibility for the accuracy, completeness or fairness of any such
information.

THE BIDDER DESIGNEES

GENERAL. The table below sets forth the name, age, present principal
occupation or employment and five-year employment history for each of the Bidder
Designees. The business address of each Bidder Designee is c/o Danaher
Corporation, 1250 24th Street, N.W., Washington, D.C. 20037.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE FIVE-YEAR EMPLOYMENT HISTORY; DIRECTORSHIPS
----------------------- -----------------------------------------------------------------------------------
<S> <C> <C>
Steven M. Rales 43 Chairman of the Board of Danaher since January 1984. Mr. Rales has been a General
Partner, since 1979, in Equity Group Holdings, a general partnership located in
Washington, D.C. with interests in media operations, publicly traded securities and
manufacturing companies.
Mitchell P. Rales 38 Director of Danaher since January 1984. Mr. Rales served as President of Danaher
from March 1987 to January 1990 and Executive Vice President of Danaher from
January 1984 to March 1987. He has been a General Partner of Equity Group Holdings
since 1979.
George M. Sherman 53 President and Chief Executive Officer and a director of Danaher since February
1990. Mr. Sherman served as a Corporate Executive Vice President and President of
the Power Tools and Home Improvement Group at The Black and Decker Corporation from
1985 to 1990.
C. Scott Brannan 36 Vice President - Administration and Controller of Danaher since November 1987.
Patrick W. Allender 48 Chief Financial Officer of Danaher since March 1987.
James H. Ditkoff 49 Vice President-Finance/Tax of Danaher since January 1991. Mr. Ditkoff has served in
an executive capacity in finance/tax for Danaher since September 1988.
</TABLE>

Except as set forth below under "LITIGATION," no Bidder Designee nor any
associate thereof is a party adverse to the Corporation or any of its
subsidiaries, or has a material interest adverse to the Corporation or any of
its subsidiaries, in any material pending legal proceedings.

Since January 1, 1994, no Bidder Designee, nor any member of the immediate
family thereof, nor Danaher, has had or will have a direct or indirect material
interest in any transaction, series of similar transactions or currently
proposed transactions to which the Corporation or any of its subsidiaries is a
party, in which the amount involved exceeds $60,000, except for the Merger and
the transactions contemplated thereby.

Since January 1, 1994, no Bidder Designee, nor any member of the immediate
family thereof, has been indebted to the Corporation or any of its subsidiaries
in an amount in excess of $60,000.

No relationship regarding the Bidder Designees exists or has existed since
January 1, 1994 that is required to be disclosed pursuant to Item 404(b) under
Regulation S-K.

2
<PAGE>
There is no information regarding the Bidder Designees that is required to
be disclosed pursuant to Item 402 under Regulation S-K.

LITIGATION. Pursuant to the Merger Agreement, each of Danaher, the Bidder
and the Corporation has agreed to use all reasonable efforts to withdraw (and
shall not refile) the litigation brought by Danaher and the Bidder against the
Corporation in the United States District Court for the Northern District of
Illinois.

CERTAIN INFORMATION CONCERNING THE COMPANY

The Common Shares constitute the only class of voting securities of the
Corporation. As of August 8, 1995, there were 7,195,240 Common Shares
outstanding. Each Common Share entitles its record holder to one vote.
Shareholders of the Corporation do not have cumulative voting rights. The Board
currently consists of six members.

SECURITY OWNERSHIP OF MANAGEMENT ON AUGUST 1, 1995

The following table sets forth information about the beneficial ownership of
the Corporation's Common Shares for each Director, each Executive Officer named
in the Summary Compensation Table in this statement, and all Directors and
Executive Officers of the Corporation as a group as of August 1, 1995.

<TABLE>
<CAPTION>
NUMBER OF
DIRECTORS SHARES(A)
-------------------------------------------------------------------------------------------- -----------
<S> <C>
William E. Bendix........................................................................... 4,730
John H. Deininger........................................................................... 2,283
Richard C. Osborne.......................................................................... 2,133
James M. Reed............................................................................... 1,883
Lawrence A. Reed............................................................................ 1,783
Lawrence G. Wolski.......................................................................... 42,717
CERTAIN EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------
George W. Diehl............................................................................. 16,132
Wayne M. Koprowski.......................................................................... 23,438
Steven L. Thunander......................................................................... 25,281
Directors and Officers as a Group........................................................... 120,380
<FN>
------------------------
(a) Includes shares Executive Officers have the right to acquire pursuant to
the Corporation's Employee Stock Benefit and Stock Option Plans. The number
of shares which each of the above individuals have the right to acquire
are: Mr. Wolski 28,717 shares; Mr. Diehl 14,037 shares; Mr. Koprowski
16,660 shares; Mr. Thunander 20,046 shares.
</TABLE>

In addition to the shares shown as owned by the Directors and Executive
Officers in the preceding table, the following approximate number of shares are
held by the Profit Sharing Plan in which the individuals named have shared
voting power as to those shares: Mr. Wolski 1,555 shares; Mr. Diehl 1,498
shares; Mr. Koprowski 904 shares; and Mr. Thunander 1,181 shares;

None of the Directors or Executive Officers hold 1.0% or more of the
outstanding shares of the Corporation.

All Directors and Executive Officers complied with the reporting
requirements of Section 16(a).

3
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth certain information regarding the beneficial
ownership of the Corporation's Common Shares on August 1, 1995, by each person
known by management to be the beneficial owner of more than 5% of the
outstanding shares of the Corporation:

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------------------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Robert D. MacDonald, James H. Ingersoll & 646,754(a) 9%
David L. Everhart, Trustees
150 N. Michigan Avenue, Suite 2500
Chicago, Illinois 60601

Danaher Corporation 613,550(b) 8.5%
1250 24th Street, N. W.
Washington, D. C. 20037

Joslyn Retirement Plans' Company Stock Trust 445,188(c) 6.2%
30 South Wacker Drive
Chicago, Illinois 60606

Pioneering Management Corporation 430,337(d) 6%
60 State Street
Boston, Massachusetts 02109
<FN>
------------------------
(a) Includes 480,085 shares held by Messrs. MacDonald, Ingersoll and Everhart
as co-trustees of the Alice Newell Joslyn Trust and the Marcellus Lindsey
Joslyn Trust. These trusts have sole voting and dispositive power with
respect to the shares in each trust. In addition to the 480,085 shares held
with co-trustees Messrs. Ingersoll and Everhart, Mr. MacDonald holds
166,669 shares as a trustee of other trusts.

(b) Danaher Corporation has reported in an amendment to its Schedule 13D dated
July 10, 1995 that it has sole voting and dispositive power as to 613,550
shares.

(c) Joslyn Retirement Plans' Company Stock Trust ("Trust") has sole voting and
investment power for 43,173 of such shares and shared voting and investment
power for 402,015 of such shares. The Trust beneficially owns certain of
the above shares for the Corporation's Employees' Savings and Profit
Sharing Plan ("Profit Sharing Plan") and the Trustee has power to dispose
of such shares; provided, however, that in the event of a tender or
exchange offer, the participants generally have the right to direct the
Trustee on how to respond to the tender or exchange offer.

(d) Pioneering Management Corporation has reported in its Form 13G that it has
sole voting power as to 430,337 shares and shared dispositive power as to
430,337 shares.
</TABLE>

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors is currently comprised of Messrs. William C. Bendix,
John H. Deininger, Richard C. Osborne, James M. Reed, Lawrence A. Reed and
Lawrence G. Wolski. The Board of Directors has standing Audit, Compensation and
Nominating Committees. Messrs. William E. Bendix, Donald B. Hamister (a former
director) and Richard C. Osborne were the members of the Audit Committee during
1994. Messrs. John H. Deininger, Hamister and Osborne were members of the
Compensation Committee during 1994. Messrs. Raymond E. Micheletti (a former
director), Bendix, Deininger, and Hamister were members of the Nominating
Committee during 1994.

Among other responsibilities, the Audit Committee recommends the selection
of the independent public accountants, reviews the scope and procedures of the
planned audit activities and reviews the results of the audits. The Audit
Committee considers and approves in advance non-audit services performed by the
independent public accountants to determine that such services do not compromise
their independence. The Compensation Committee recommends the compensation to be
paid for the

4
<PAGE>
services of the Directors and Executive Officers of the Corporation. The
Nominating Committee develops criteria for Directors, evaluates the
qualifications of and interviews prospective candidates for the Board of
Directors of the Corporation and makes recommendations to the Directors of
nominees for election to the Board of Directors of the Corporation.

During 1994, there were two meetings for each of the Audit and Succession
Committees. There were five meetings of the Compensation Committee. There were
eight meetings of the Board of Directors in 1994. All members of the Board
attended more than seventy-five percent of the meetings of the Board, and all
members of the Committees attended all meetings of the Committees of the Board.

COMPENSATION OF DIRECTORS

Directors of the Corporation who are employees serve without additional
compensation. Directors of the Corporation who are not employees of the
Corporation each receive an annual retainer fee of $19,000, one half of which is
payable in cash and the other half of which is payable in options to purchase
1,000 Common Shares pursuant to the Non-Employee Director Stock Option Plan.
These Directors also receive $700 for each meeting of the Board of Directors or
a Committee thereof attended. The Chairman of the Board of Directors receives an
additional retainer of $100,000 per year to serve in that capacity.

On July 19, 1995, the Compensation Committee of the Board of Directors
approved a $25,000 payment to William E. Bendix, in his capacity as Chairman of
the Board of the Corporation, in recognition of the extra time being devoted by
him to the Corporation's affairs.

In addition to his annual retainer and meeting fees, Mr. Deininger also
performed consulting services for the Corporation in 1994 earning $2,775.

Directors who are not employees may elect to become participants in the
Deferred Compensation Plan in order to defer all or a portion of their fees.
Deferred fees otherwise payable are credited to a participant's Deferred Fee
Account bearing an annual interest rate. Upon termination of their services,
payment from the Deferred Fee Account will be paid to the former Directors in
installments.

5
<PAGE>
SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid or to be paid for the
fiscal year 1994 to the Chief Executive Officer during 1994 and to the four most
highly compensated Executive Officers of the Corporation. A more detailed
explanation follows the table.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
---------------
SECURITIES
UNDERLYING
OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS SARS(#) COMPENSATION(2)
---------------------------------------------- --------- ----------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Raymond E. Micheletti 1994 $ 308,851 $ 53,550 0 $ 8,860
President and 1993 299,224 91,125 15,485
Chief Executive Officer 1992 250,557 107,800 16,078

Lawrence G. Wolski 1994 $ 245,393 $ 61,000 8,167 $ 8,860
Executive Vice President, 1993 237,548 73,552 15,485
Chief Financial Officer 1992 233,001 82,854 16,078

George W. Diehl 1994 $ 148,246 $ 18,948 3,271 $ 10,398
Vice President 1993 138,371 15,989 10,284
1992 122,792 26,148 10,901

Wayne M. Koprowski 1994 $ 155,651 $ 18,574 3,388 $ 8,860
Vice President, 1993 148,610 32,400 10,716
General Counsel & Secretary 1992 145,157 40,625 13,845

Steven L. Thunander 1994 $ 165,358 $ 667 3,529 $ 5,814
Vice President 1993 164,882 25,000 5,839
1992 163,800 28,529 7,997
<FN>
------------------------
Mr. Micheletti retired on December 31, 1994. Upon his retirement, Mr. Micheletti
will receive an annual sum in the amount of $20,500 per year as part of a
non-qualified, unfunded supplemental retirement payment. He will receive this
amount until the year 2004. The final payment of $13,146 will be made in 2005.
In the event of his prior death, Mr. Micheletti's spouse will continue to
receive the payments until 2005 or until her death at which time the payments
will cease.

(1) Salary includes base compensation and contributions made under the Joslyn
Corporation Retirement Parity Compensation Plan ("Parity Plan"). Certain
Executive Officers of Joslyn Corporation are participants in the Parity
Plan. The Parity Plan provides annual payments to eligible employees who
may elect to deposit their payments in an individual trust. Each trust
provides for distribution upon: (1) retirement after attaining age 60, (2)
disability or death, (3) attaining age 65, or (4) termination of employment
prior to age 60. The 1994 Parity Plan amount for eligible individuals
listed in the Summary Compensation Table were: Mr. Micheletti $38,251; Mr.
Wolski $30,793; Mr. Diehl $12,646; Mr. Koprowski $15,051; and Mr. Thunander
$14,758.

(2) "All Other Compensation" is comprised of contributions on behalf of the
Executive Officers to the Corporation's Profit Sharing Plan, a defined
plan, except that it also includes a $1,000 director fee for Messrs. Diehl
and Thunander for being subsidiary company board members.
</TABLE>

STOCK OPTION/SAR GRANTS IN 1994

The following tables show, as to the Chief Executive Officer and the four
most highly compensated Executive Officers of the Corporation, information with
respect to grants of non-qualified stock options and stock exercises for the
period January 1, 1994 to December 31, 1994.

6
<PAGE>
NON-QUALIFIED OPTION GRANTS AWARDED DECEMBER 30, 1994

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------------
NAME GRANTED(1) 1994 ($/SHARE)(2) DATE AT 0% AT 5% AT 10%
--------------------------------- ------------- -------------- ------------- ----------- ----- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Raymond E. Micheletti*........... 0 0 0 -- 0 $ 0 $ 0
Lawrence G. Wolski............... 8,167 12.4% $ 25.50 6/26/05 0 139,453 358,940
George W. Diehl.................. 3,271 4.9% $ 25.50 6/26/05 0 55,852 143,760
Wayne M. Koprowski............... 3,388 5.1% $ 25.50 6/26/05 0 57,850 148,903
Steven L. Thunander.............. 3,529 5.3% $ 25.50 6/26/05 0 60,258 155,100
<FN>
------------------------------
*Mr. Micheletti retired in December 1994.

(1) All options were granted on December 30, 1994, and first become exercisable
on June 26, 1995.

(2) The Base Price equals the average of the last reported high and low
transactions of Common Shares on the NASDAQ National Market System on the
date of the grant of options.
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN 1994 AND FISCAL YEAR-END OPTION/SAR
VALUES

This table provides the number of shares acquired by stock option exercise
during 1994. The value realized is the difference between the market price on
the date of exercise and the base price multiplied by the number of shares
exercised. The table also provides the year-end value of all stock options and
Stock Appreciation Rights ("SARs") granted to but not yet exercised by each
executive. The value represents the difference of the market price on December
30, 1994 and the base price multiplied by the number of outstanding options.
This value may go up or down as the stock price fluctuates and is not realized
until exercised.

<TABLE>
<CAPTION>
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/ SARS OPTIONS/ SARS
AT 1994 AT 1994
FISCAL FISCAL
SHARES YEAR-END: YEAR-END:
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
------------------------------------------------------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Raymond E. Micheletti........................................ 0 0 19,273/0 $ 31,762/0
Lawrence G. Wolski........................................... 0 0 28,717/8,167 114,240/0
George W. Diehl.............................................. 2,712 $ 23,585 14,037/3,271 46,970/0
Wayne M. Koprowski........................................... 1,778 16,891 16,660/3,388 58,962/0
Steven L. Thunander.......................................... 1,946 12,649 20,046/3,529 86,698/0
</TABLE>

DEFINED BENEFIT PENSION PLAN

Salaried employees participated in the Employees' Supplemental Retirement
Plan of Joslyn Corporation ("Pension Plan") until December 31, 1988 when the
Pension Plan was frozen. Therefore, no additional benefit accruals for either
additional employment service or compensation increases will be incurred. The
estimated annual benefits payable upon retirement at age 65 for each of the
individuals named in the Summary Compensation Table are as follows: Mr.
Micheletti $40,158; Mr. Wolski $76,068; Mr. Diehl $19,937; Mr. Koprowski
$13,687; and Mr. Thunander $34,976.

EMPLOYMENT AGREEMENTS

The Corporation has entered into an employment agreement with Mr. Lawrence
G. Wolski (Chief Executive Officer and a Director). The agreement provides for
an annual salary to be paid to the employee at least equal to that being
received at the date of the agreement.

The agreement expires on December 31, 1997. This agreement may be earlier
terminated by Joslyn upon 180 days written notice. Mr. Wolski is entitled to
receive salary at the rate in effect at the date of notice for a period of 18
months following termination of employment conditioned upon his rendition of
consulting services to Joslyn for the remaining term of his Agreement. However,
Joslyn may terminate the agreement within such period if the employee accepts
other employment prior to

7
<PAGE>
the expiration of the period, and Joslyn reasonably determines the new
employment to be in conflict or competition with Joslyn. Upon the death of Mr.
Wolski, his legal representative is entitled to receive his salary payable to
the end of the month following the month in which death occurs, plus incentive
compensation for the fiscal year extended to the last day of the month following
date of death, plus an amount equal to the monthly base salary in effect at the
time of death multiplied by three.

Mr. Wolski has also entered into a separate severance agreement (the
"Severance Agreement") under which Mr. Wolski will be entitled to receive a
single cash payment equal to 2.5 times the sum of (a) his highest annual base
salary in effect during the prior 12-month period, (b) his Plan Accomplishment
level bonus under the Executive Management Incentive Plan for the full year, (c)
his Parity Plan payment for the full year, and (d) his maximum Profit Sharing
Plan contribution for the full year, if Mr. Wolski's employment with the
Corporation is terminated or he resigns for "good reason" following a "change in
control" of the Corporation. The Corporation is also obligated to maintain
medical, dental and life insurance for a period of 2.5 years following his
termination. Any payments made and benefits provided to Mr. Wolski under the
Severance Agreement will be in lieu of those payments and benefits to which Mr.
Wolski would otherwise be entitled under his employment agreement.

For purposes of the Severance Agreement, a "change in control" will be
deemed to have occurred if any of the following events occurs:

(i) any individual, entity, or group, including any "person" (as defined
in Section 13(d)(3) or (14(d)(2) of the Securities Exchange Act of 1934, as
amended (Exchange Act) acquires beneficial ownership of 25% or more of the
outstanding common stock or of the combined voting power of the then
outstanding securities of the Corporation entitled to vote generally in the
election of directors (the "Voting Securities");

(ii) individuals who were directors of the Corporation as of the
effective date of the Severance Agreement shall cease to constitute a
majority of such Board of the Corporation;

(iii) the shareholders shall approve a reorganization, merger or
consolidation of the Company, unless, following such reorganization, merger
or consolidation, (A) at least 60% of the common stock and 60% of the Voting
Securities are owned by all or substantially all of the same persons who
were beneficial owners of such securities immediately prior to such
reorganization, consolidation or merger, in substantially the same
proportions relative to one another, (B) no person beneficially owns 25% or
more of the common stock or voting securities of the surviving corporation,
other than specified entities controlled by the Company or a person who had
beneficial ownership of 25% or more of the common stock or the Voting
Securities immediately prior to the reorganization, consolidation or merger,
and (C) at least a majority of the members of the board of directors of the
surviving corporation were members of the Incumbent Board; or

(iv) the Shareholders approve a plan of complete liquidation or
dissolution of the Corporation or the sale or disposition of all or
substantially all of the assets of the Corporation to another corporation
other than a corporation which meets the following requirements: (A) more
than 60% of the common stock and 60% of the voting securities of the
corporation are owned by all or substantially all of the same persons who
were beneficial owners of the common stock and the Voting Securities
immediately prior to such sale or disposition, in substantially the same
proportions relative to one another, (B) no person beneficially owns 25% or
more of the common stock or voting securities of the corporation, other than
specified entities controlled by the Company or a person who had beneficial
ownership of 25% or more of the common stock or the Voting Securities
immediately prior to such sale or disposition, and (C) at least a majority
of the members of the board of directors of the corporation were members of
the Incumbent Board.

Mr. Wolski will be deemed to have had "good reason" to terminate his
employment with the Corporation following a change of control if, among other
things, without his written consent, he is assigned to duties inconsistent with
his duties or responsibilities with the Corporation immediately prior to the
change of control, his salary or benefits are reduced, he is reassigned to any
location more

8
<PAGE>
than 50 miles from the facility where he is located at the time of the change of
control or, following a merger or consolidation in which the Corporation is not
the surviving corporation or the transfer of all or substantially all of the
assets of the Corporation to another corporation, the corporation fails to
obtain from such corporation an agreement to assume all of the Corporation's
obligations under the Severance Agreement.

In addition to Mr. Wolski, Mr. Koprowski and Mr. George Diehl, Vice
President, each have severance agreements with the Corporation. The provisions
of those agreements are identical to the provisions of Mr. Wolski's Severance
Agreement except that each of these officers will be entitled to receive a
single cash payment equal to the sum of 2 (rather than 2.5) times the sum of
their base salary, Plan Accomplishment under the Executive Management Incentive
Plan, Parity Plan payment for the full year and maximum Profit Sharing Plan
contribution for the full year.

Mr. Thunander and Mr. Daniel Dumont, Vice President and President of Joslyn
Canada, Inc., are eligible under the Corporation's Severance Policy for
Corporate Managers to receive one year's annual base salary and benefit
continuation for one year upon termination following a change in control.

The Corporation has the right to terminate any of the severance agreements
and the severance policy prior to a change in control upon 120 days notice.

9
<PAGE>
JOSLYN CORPORATION STOCK PERFORMANCE GRAPH

The graph provided below compares Joslyn Corporation's cumulative
shareholder total return with that of the NASDAQ Composite Index and the Dow
Jones Electrical Equipment Group. The comparison is made by calculating the
difference in share price from December 31, 1989, and December 31, 1994 and
including the cumulative amount of dividends, assuming reinvestment, during this
five year period. An initial investment of $100.00 has been used as a common
point of reference.

For ease of comparison, the table below provides the data utilized in the
graph. The table assumes an investment of $100.00 on December 31, 1989 and
indicates the appreciation or depreciation of each investment over a five year
period.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
JOSLYN CORPORATION NASDAQ MARKET INDEX DOW JONES ELECTRICAL EQUIPMENT GROUP
<S> <C> <C> <C>
1989 $100.00 $100.00 $100.00
1990 81.85 84.36 81.12
1991 123.10 93.09 104.14
1992 167.65 90.85 105.16
1993 163.97 110.98 126.14
1994 172.61 131.11 132.44
</TABLE>

<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joslyn Corporation......................... $ 100.00 $ 81.85 $ 123.10 $ 167.97 $ 163.97 $ 172.61
NASDAQ Market Index........................ 100.00 84.36 93.09 90.85 110.98 131.11
Dow Jones Electrical Equipment Group....... 100.00 81.12 104.14 105.16 126.14 132.44
</TABLE>

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for
reviewing and recommending to the Board compensation for the Executive Officers
of the Corporation, including the Chief Executive Officer and the four most
highly compensated Executive Officers. The Committee reviews base salaries and
corporate and individual bonus goals of the Chief Executive Officer and of the
Executive Officers as recommended by the Chief Executive Officer. The Committee
also approves all grants of stock options under the Corporation's Stock Option
Plan. All Committee members are non-employee, outside directors of the
Corporation.

COMPENSATION PHILOSOPHY

The Corporation seeks to link Executive Officer compensation to
profitability resulting in enhanced shareholder value. The compensation
philosophy has the following objectives:

- to attract and retain quality management

- to encourage and reward performance on an individual, business unit and
corporate basis

- to reward both short term and long term performance

- to tie executive compensation to long term growth of shareholder value

10
<PAGE>
The Corporation's executive compensation program is comprised of a base
salary, an annual incentive bonus program and a long term incentive compensation
plan in the form of stock options. In addition, Executive Officers are eligible
to participate in various benefit plans, including medical insurance coverage
and profit sharing, which are available to all employees. While the Compensation
Committee is aware of the deductibility limitation for compensation paid to
Executive Officers, current compensation levels are not expected to approach the
one million dollar limitation.

BASE SALARY

Base salaries for Executive Officers are determined in consideration of each
Executive Officer's position, responsibilities, experience and performance. In
setting compensation, the Committee takes into account the national marketplace
for a group of companies consisting of electrical and electronics manufacturing
companies of similar size (annual sales between $100 and $600 million) in the
Corporation's labor market ("Labor Market Group"). The Committee decided against
using the companies in the industry peer group as reflected in the Performance
Graph because the Committee believes that the comparatively large size of many
of the peer group companies distorts compensation levels for similar positions.
Each Executive Officer's base salary range is initially set at the median for
similar positions within the Labor Market Group.

The Committee annually reviews and may adjust individual salaries of all
Executive Officers including the Chief Executive Officer and the four highest
compensated Executive Officers taking into account compensation guidelines
(utilizing executive compensation surveys, outside compensation specialists, or
both), business performance and individual performance. Business performance is
evaluated in reference to actual corporate earnings results compared to an
annual business plan submitted by Management and approved by the Board of
Directors. The factors impacting base salary are not independently assigned
specific weights. Rather, the Committee reviews all the factors and makes salary
recommendations which reflect the Committee's analysis of the aggregate impact
of these factors.

Mr. Micheletti's 1994 base salary was $270,000 which was the same base
salary that he earned in 1993. The Compensation Committee retained the services
of a compensation consultant in 1994 to advise it in setting compensation levels
for the Chief Executive Officer and each of the Executive Officers. The study
indicated that Mr. Micheletti's base salary was about 20% below the median for
chief executive officers in the Labor Market Group. However, in light of Mr.
Micheletti's announced retirement, the Committee decided not to adjust his base
salary for 1994.

ANNUAL INCENTIVE BONUS PROGRAM

In addition to base salary, each Executive Officer is eligible for an annual
incentive cash bonus award under the Executive Management Incentive Plan. The
Compensation Committee believes that the plan provides an additional short term
incentive to those executives who have a greater potential impact on business
performance by having a larger portion of their total compensation in variable
bonus opportunities. Annual cash bonuses are paid based on formulas which take
into consideration attainment of corporate and business unit earnings goals and
individual goals designed to improve the Corporation's overall performance.
Individual performance goals are tailored to each Executive Officer's position
and vary from person to person. For Executive Officers, excluding the Chief
Executive Officer, potential bonus payments range from 0% to a maximum of 60% of
base salary depending on the Executive Officer's position with generally half of
the bonus potential based upon corporate or business unit earnings performance
and the other half based upon individual performance. However, since actual
payouts are dependent on achieving pre-determined performance goals, failure to
attain those goals could result in no bonus. Despite non-operating charges taken
in 1994, the Corporation did achieve a level of operating income resulting in
minimal bonus awards for the Chief Executive Officer and the Executive Officers.

For 1994, Mr. Micheletti's potential bonus ranged from 0% to 70% of base
salary with a target payment of 35% of base salary. Fifty percent (50%) of his
annual potential bonus was based upon the

11
<PAGE>
attainment of targeted net income goals for the 1994 plan year, with the
remaining 20% bonus based upon the achievement of individual goals. For 1994,
Mr. Micheletti was awarded a bonus of $53,550, which is 19.8% of base salary.

LONG TERM INCENTIVE COMPENSATION PLAN (STOCK OPTION PLAN)

The Compensation Committee believes that by providing key employees,
including the Chief Executive Officer and the four highest compensated Executive
Officers, who have substantial responsibility over the management and growth of
the Corporation, with an opportunity to increase their ownership of the
Corporation's stock, the interests of the shareholders and key employees,
including Executive Officers, will be more closely aligned. The Stock Option
Plan meets this objective by permitting the Corporation through the Compensation
Committee to make annual grants of non-qualified stock options to key employees,
including the Chief Executive Officer and the four highest paid Executive
Officers. Stock options are granted with an exercise price equal to the fair
market value of the Corporation's common stock on the date of grant and
typically may be exercised over a period of five or ten years. This approach is
intended to motivate the key employees to contribute to the creation and growth
of shareholder value over the long term. Value to the optionee is dependent upon
an increase in the stock price above the exercise price. The size of each
person's stock option grant is based upon a formula, originally recommended by
an outside compensation consultant, which provides a range of possible grants
utilizing a multiple of the optionee's base salary. The formula for determining
the number of stock option grants is the base salary times a multiplier (ranging
from .3 to .85), divided by the then market price of the Corporation's stock.
The Compensation Committee also considers previous options granted but
unexercised as well as actual ownership in the Corporation's stock in making
additional grants of options. The compensation study referred to above indicated
that stock options grants awarded for 1994 are below the median compared to
grants awarded to optionees in the Labor Market Group.

Due to his retirement at the end of 1994, Mr. Micheletti was not awarded
option grants in 1994.

Richard C. Osborne, Chairman
John H. Deininger
Donald B. Hamister

12
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
------------- ---------------------------------------------------------------------------------------------------
<S> <C>
Exhibit 13 Agreement and Plan of Merger dated as of August 20, 1995, among Danaher, DH Holdings, the Bidder
and the Corporation.

Exhibit 14 Press release dated August 21, 1995, disclosing the execution of the Merger Agreement.

Exhibit 15 Fairness opinion of Goldman Sachs dated August 20, 1995.

Exhibit 16 Second Amendment to Rights Agreement dated as of August 20, 1995, between the Corporation and the
Rights Agent.

Exhibit 17 Letter to the Corporation's shareholders dated August 22, 1995, from William E. Bendix and L. G.
Wolski.
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

AMONG

DANAHER CORPORATION

DH HOLDINGS CORP.

TK ACQUISITION CORPORATION

AND

JOSLYN CORPORATION

Dated as of August 20, 1995

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

AGREEMENT AND PLAN OF MERGER

TABLE OF CONTENTS

(Not Part of the Agreement)

Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I THE TENDER OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. The Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Company Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.3. Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.1. The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2. Articles of Incorporation. . . . . . . . . . . . . . . . . . . . . . . . 9
2.3. By-Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.4. Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.5. Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III CONVERSION OF SHARES. . . . . . . . . . . . . . . . . . . . . . .11
3.1. Company Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . .11
3.2. Dissenting Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
3.3. Purchaser Common Stock . . . . . . . . . . . . . . . . . . . . . . . . .13
3.4. Exchange of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .14
3.5. Employee Stock Options . . . . . . . . . . . . . . . . . . . . . . . . .17
3.6. Adjustment of Merger Consideration . . . . . . . . . . . . . . . . . . .19

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . . . . .19
4.1. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
4.2. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
4.3. Authorization of this Agreement; Recommendation of Merger. . . . . . . .22
4.4. Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . .24
4.5. No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
4.6. Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
4.7. Financial Statements and Reports; No Undisclosed Liabilities . . . . . .27
4.8. Offer Documents; Proxy Statement; Other Information; Schedule
14D-9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
4.9. Employee Agreements and Plans. . . . . . . . . . . . . . . . . . . . . .30
4.10. Absence of Certain Changes. . . . . . . . . . . . . . . . . . . . . . .33
4.11. Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.13. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . .35

<PAGE>

4.14. IBCA Sections 7.85 and 11.75; Board Approval; Shareholder Vote. . . . .38
4.15. Rights Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
4.16. Finders and Investment Bankers. . . . . . . . . . . . . . . . . . . . .39
4.17. Offer Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . .39

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT, DH
HOLDINGS AND THE PURCHASER. . . . . . . . . . . . . . . . . . .40
5.1. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
5.2. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
5.3. Authorization of this Agreement. . . . . . . . . . . . . . . . . . . . .41
5.4. Consents and Approvals; No Violations. . . . . . . . . . . . . . . . . .42
5.5. Offer Documents; Proxy Statement; Other Information. . . . . . . . . . .44
5.6. Financial Ability to Perform . . . . . . . . . . . . . . . . . . . . . .46
5.7. Finders and Investment Bankers . . . . . . . . . . . . . . . . . . . . .46

ARTICLE VI COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.1. Conduct of the Business of the Company . . . . . . . . . . . . . . . . .47
6.2. Access to Information. . . . . . . . . . . . . . . . . . . . . . . . . .51
6.3. Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . .52
6.4. Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . .54
6.5. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
6.6. Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . .55
6.7. Consent of DH Holdings . . . . . . . . . . . . . . . . . . . . . . . . .55
6.8. No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .55
6.9. Indemnification; Insurance . . . . . . . . . . . . . . . . . . . . . . .57
6.10. Employee Benefits; Severance Agreements and Plans . . . . . . . . . . .61
6.11. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
6.12. Transfer Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
6.13. Anti-takeover Statutes. . . . . . . . . . . . . . . . . . . . . . . . .65
6.14. No Amendment to the Rights Agreement. . . . . . . . . . . . . . . . . .65
6.15. Notification of Certain Matters . . . . . . . . . . . . . . . . . . . .65
6.16. Disposition of Litigation . . . . . . . . . . . . . . . . . . . . . . .66
6.17. Proxy Contest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
6.18. Stock Exchange Listing. . . . . . . . . . . . . . . . . . . . . . . . .66

ARTICLE VII CLOSING CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . .67
7.1. Conditions to the Obligations of the Parent, the Purchaser and
the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
7.2. Conditions to the Obligations of the Company . . . . . . . . . . . . . .68

ARTICLE VIII CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
8.1. Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
8.2. Filings at the Closing . . . . . . . . . . . . . . . . . . . . . . . . .69

ARTICLE IX TERMINATION AND ABANDONMENT. . . . . . . . . . . . . . . . . . . .69

<PAGE>

9.1. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
9.2. Procedure and Effect of Termination. . . . . . . . . . . . . . . . . . .73
9.3. Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .74

ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .78
10.1. Amendment and Modification. . . . . . . . . . . . . . . . . . . . . . .78
10.2. Waiver of Compliance; Consents. . . . . . . . . . . . . . . . . . . . .78
10.3. Survival of Warranties. . . . . . . . . . . . . . . . . . . . . . . . .79
10.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80
10.5. Assignment; Parties in Interest . . . . . . . . . . . . . . . . . . . .81
10.6. Specific Performance. . . . . . . . . . . . . . . . . . . . . . . . . .82
10.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
10.8. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
10.9. Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
10.10. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .84

ANNEX A -- Conditions to the Offer

ANNEX B -- Illinois Articles of Merger

ANNEX C -- Danaher Corporation Non-Qualified Stock Option
Agreement

iii

<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of August 20, 1995, among
Danaher Corporation, a Delaware corporation (the "Parent"), DH Holdings Corp., a
Delaware corporation that is a wholly-owned subsidiary of the Parent ("DH
Holdings"), TK Acquisition Corporation, a Delaware corporation that is a wholly-
owned subsidiary of DH Holdings (the "Purchaser"), and Joslyn Corporation, an
Illinois corporation (the "Company") (the "Agreement" or the "Merger
Agreement").

Parent, DH Holdings, Purchaser and the Company hereby agree as follows:

ARTICLE I

THE TENDER OFFER

1.1. THE OFFER. (a) As promptly as practicable, but in no event
later than five business days after the public announcement of the execution of
this Agreement, the Purchaser shall, and the Parent shall cause the Purchaser
to, amend and supplement its outstanding tender offer (the "Offer") to purchase
for cash all of the issued and outstanding shares (the "Shares") of common
stock, par value $1.25 per share (the "Common Stock") (including the associated
Common Stock Purchase Rights ("Rights") issued pursuant to the Rights Agreement,
dated as of February 10,

<PAGE>

1988 and amended as of September 2, 1994, between the Company and The First
National Bank of Chicago as Rights Agent (as the same may be further amended,
the "Rights Agreement") to provide that (i) the purchase price offered pursuant
to the Offer will be $34.00 per Share (which term in this Agreement shall
include the associated Right unless the context otherwise requires), (ii) the
obligations of the Purchaser and the Parent to consummate the Offer and to
accept for payment and purchase the Shares tendered shall be subject only to the
conditions set forth in Annex A hereto (the "Offer Conditions") and (iii) the
expiration date of the Offer will be extended at least until midnight on the
tenth business day following the date of such amendment. The Purchaser shall
not without the Company's prior written consent reduce the price per Share or
the number of Shares sought to be purchased or modify the form of consideration
to be received by holders of the Shares in the Offer, waive or modify the condi-
tion (the "Minimum Condition") set forth in clause (i) of the first sentence of
Annex A hereto, impose additional conditions to the Offer or amend any term of
the Offer in a manner adverse to the holders of the Shares. Subject only to the
conditions of the Offer set forth in Annex A, the Purchaser shall, and the
Parent shall cause the Purchaser to, pay for all of the Shares validly

<PAGE>

tendered and not withdrawn pursuant to the Offer as soon as legally permissible.

(b) As soon as practicable on the date the Offer is amended
pursuant to this Agreement, the Parent and the Purchaser will file with the
Securities and Exchange Commission (the "SEC") an amendment to its Tender Offer
Statement on Schedule 14D-1 (together with all supplements or amendments
thereto, and including all exhibits, the "Offer Documents"). The Parent and the
Purchaser shall give the Company and its counsel a reasonable opportunity to
review the Offer Documents prior to their being filed with the SEC or dis-
seminated to the shareholders of the Company. The Parent and the Purchaser will
furnish the Company and its counsel in writing with any comments that the
Parent, the Purchaser or their counsel may receive from the SEC or its staff
with respect to the Offer Documents, promptly after receipt of such comments.

1.2. COMPANY ACTION. (a) In connection with the Offer, the
Company shall cause its transfer agent as promptly as possible to furnish the
Purchaser with mailing labels, security position listings and any available
listings or computer files containing the names and addresses of record holders
of the Shares as of a recent date, and shall furnish to the Purchaser such
information and assistance as the Parent or the Purchaser may reasonably request
in com-

<PAGE>

municating the Offer to the Company's shareholders. The information contained
in any such labels, listings and files shall be used solely for the purpose of
communicating the Offer or disseminating any other documents necessary to
consummate the merger of the Purchaser with and into the Company, as
contemplated by the Offer (the "Merger") and shall otherwise be subject to the
provisions of the Confidentiality Agreement, dated July 28, 1995 (the "Con-
fidentiality Agreement"), between the Parent and the Company, which Con-
fidentiality Agreement remains in full force and effect.

(b) The Company hereby consents to the Offer, as amended
pursuant to Section 1.1, and represents and warrants that the Board of Directors
of the Company (at a meeting duly called and held at which a quorum was present)
as part of its approval of this Agreement has unanimously (i) approved the
making of the Offer, (ii) determined that each of the Offer and the Merger is
fair to and in the best interests of the shareholders of the Company and
(iii) resolved, subject to the terms and conditions of this Agreement, to recom-
mend acceptance of the Offer and approval and adoption of this Agreement by the
shareholders of the Company (to the extent such approval and adoption is
required by applicable law). Promptly after the commencement of the Offer, the
Company shall file an

<PAGE>

amendment to its Tender Offer Solicitation/Recommendation Statement on Sched-
ule 14D-9 (together with any amendments or supplements thereto, and including
all exhibits, the "Schedule 14D-9") with respect to the Offer which shall
contain, subject to the fiduciary duties of the Board of Directors of the
Company, the recommendations of the Board of Directors in favor of the Offer,
the Merger and the Agreement. The Board of Directors of the Company will not
withdraw, modify or amend such recommendation except to the extent that, after
taking into account the advice of counsel to the Company, it concludes that such
withdrawal, modification or amendment is legally required in the proper exercise
of its fiduciary duties. Parent, Purchaser and their counsel will be given a
reasonable opportunity to review the Schedule 14D-9 and all amendments or
supplements thereto prior to their filing with the SEC or dissemination to the
holders of Shares. The Company shall furnish to the Parent and the Purchaser a
copy of the resolutions referred to in the first sentence of this subsection
(b), certified by an appropriate officer of the Company.

1.3. BOARD OF DIRECTORS. (a) Promptly, subject to any
applicable requirements under Section 14(f) of the Exchange Act) upon the
purchase by the Purchaser of Shares pursuant to the Offer, the Board of
Directors of the Company shall amend its By-Laws to provide that the number of

<PAGE>

directors shall be no less than seven (7) and more more than twelve (12)
persons, Steven M. Rales, Mitchell P. Rales, George M. Sherman, Patrick W.
Allender, C. Scott Brannan and James H. Ditkoff shall be elected by the Board
of Directors as additional directors of the Company (or, if any such persons
shall be unavailable, other persons designated by the Purchaser and reasonably
acceptable to the Independent Directors) and William E. Bendix, James M. Reed
and Lawrence G. Wolski shall resign as directors of the Company, and thereafter
until the Effective Time:

(i) the total number of directors of the Company shall be
nine (9);

(ii) the Purchaser shall be entitled to designate up to six
directors; and

(iii) the Board of Directors shall have at least three
Independent Directors (as defined in Section 1.3(c) hereof).

(b) The Company's obligations with respect to the election of
the Purchaser's designees to the Board of Directors of the Company shall be
subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14f-1 promulgated thereunder. The Company shall
promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in
order to fulfill its obligations under this Section 1.3 and shall include in the

<PAGE>

Schedule 14D-9 such information with respect to the Company and its officers and
directors as is required under Section 14(f) and Rule 14f-1. The Parent and the
Purchaser will supply to the Company in writing and shall be solely responsible
for any information with respect to any of them and their nominees, officers,
directors and affiliates required by Section 14(f) and Rule 14f-1.

(c) Following the election or appointment of the Purchaser's
designees pursuant to this Section 1.3 and prior to the Effective Time, any
amendment to this Agreement or of the Articles of Incorporation or Amended and
Restated By-Laws of the Company, any termination of this Agreement by the
Company, any extension by the Company of the time for the performance of any of
the obligations or other acts of the Parent or the Purchaser and any waiver of
any of the Company's rights under this Agreement will require the concurrence of
a majority of the directors of the Company then in office who are neither
designated by the Purchaser nor otherwise affiliated with the Parent or the
Purchaser and are not employees of the Company or any of its Subsidiaries (the
"Independent Directors").

<PAGE>

ARTICLE II

THE MERGER

2.1. THE MERGER. (a) Upon the terms and subject to the
satisfaction or waiver, if permissible, of the conditions set forth in
Article VII hereof, as promptly as practicable following the consummation of the
Offer, in accordance with the provisions of this Agreement, the General
Corporation Law of the State of Delaware, as amended (the "GCL"), and the
Illinois Business Corporation Act of 1983, as amended (the "IBCA"), the parties
hereto shall cause the Purchaser to be merged with and into the Company, and the
Company shall be the surviving corporation (hereinafter sometimes called the
"Surviving Corporation") and shall continue its corporate existence under the
laws of the State of Illinois. At the Effective Time, the separate existence of
the Purchaser shall cease.

(b) The Surviving Corporation shall retain the name of the
Company and shall possess all the rights, privileges, immunities, powers and
franchises of the Purchaser and the Company and shall by operation of law become
liable for all the debts, liabilities and duties of the Company and the
Purchaser. The Merger shall have the other effects provided for in the
applicable provisions of the GCL and the IBCA.

<PAGE>

2.2. ARTICLES OF INCORPORATION. At the Effective Time, the
Articles of Incorporation of the Company, as amended as of the date hereof,
shall become the Articles of Incorporation of the Surviving Corporation until,
subject to Section 6.9(a) hereof, thereafter amended in accordance with pro-
visions thereof and as provided by law, except that ARTICLE FOUR thereof shall
be amended to reduce the authorized capital stock of the Surviving Corporation
to 1,100 shares of Common Stock, par value $1.25 per share.

2.3. BY-LAWS. At the Effective Time, the By-Laws of the
Company, as amended as of the date hereof, shall become the By-Laws of the
Surviving Corporation until, subject to Section 6.9(a) hereof, thereafter
amended, altered or repealed as provided therein and by law.

2.4. DIRECTORS AND OFFICERS. The directors of the Purchaser and
the officers of the Company immediately prior to the Effective Time shall be the
directors and officers, respectively, of the Surviving Corporation, each to hold
office in accordance with the Certificate of Incorporation and By-Laws of the
Surviving Corporation.

2.5. EFFECTIVE TIME. The Merger shall become effective at the
later of (i) the date and time when a properly executed certificate of merger or
certificate of ownership and merger (either such document being referred to
hereinafter as the "Delaware Certificate of Merger"),

<PAGE>

together with any other documents required by law to effectuate the Merger,
shall be filed with the Secretary of State of the State of Delaware in
accordance with the GCL and (ii) the date and time when, following the filing of
Articles of Merger in accordance with the IBCA (the "Illinois Articles of
Merger"), the Secretary of State of the State of Illinois issues a certificate
of merger (the "Illinois Certificate of Merger") with respect to the Merger;
provided, however, in no event shall the Merger become effective later than:
(x) 90 days after the date of filing the Delaware Certificate of Merger, or (y)
30 days subsequent to issuance of the Illinois Certificate of Merger. The
Delaware Certificate of Merger shall be filed in Delaware in accordance with the
GCL and the Illinois Articles of Merger shall be filed in Illinois in accordance
with the IBCA as soon as practicable after the Closing, and the parties shall
endeavor to cause such filings to be made on the same date. The date and time
when the Merger shall become effective is herein referred to as the "Effective
Time." A form of the Plan of Merger to be included in the Illinois Articles of
Merger is attached hereto as Annex B and is incorporated herein. Such Plan of
Merger is subject to all of the provisions of this Agreement, and in case of
conflict between the terms of such Plan of Merger and those of this Agreement,
the terms of this Agreement shall govern.

<PAGE>

Approval of this Agreement by the Board of Directors and shareholders of the
Company and Purchaser includes approval of such Plan of Merger.

ARTICLE III

CONVERSION OF SHARES

3.1. COMPANY COMMON STOCK. (a) Subject to the provisions of
Section 3.6 hereof, each Share issued and outstanding immediately prior to the
Effective Time (except for Shares then owned beneficially or of record by the
Parent or the Purchaser or any other subsidiary of the Parent and except for
Dissenting Shares (as defined in Section 3.2), shall, by virtue of the Merger
and without any action on the part of the holder thereof, be converted into the
right to receive $34.00 (or, if a greater per Share price shall have been paid
in the Offer, such greater price) ($34.00 or such greater price being referred
to hereinafter as the "Merger Consideration") in cash payable to the holder
thereof, without interest thereon, upon surrender of the certificate represent-
ing such Share.

(b) Each Share issued and outstanding immediately prior to the
Effective Time which is then owned beneficially or of record by the Parent or
the Purchaser or any other subsidiary of the Parent shall, by virtue of the
Merger and without any action on the part of the holder thereof, be

<PAGE>

cancelled and retired and cease to exist, without any conversion thereof.

(c) Each Share issued and held in the Company's treasury
immediately prior to the Effective Time shall, by virtue of the Merger, be
cancelled and retired and cease to exist, without any conversion thereof.

(d) At the Effective Time the holders of certificates
representing Shares shall cease to have any rights as shareholders of the
Company, except such rights, if any, as they may have pursuant to the IBCA, and,
except as aforesaid, their sole right shall be the right to receive cash as
aforesaid.

3.2. DISSENTING SHARES. Notwithstanding anything in this
Agreement to the contrary, any Shares which are outstanding immediately prior to
the Effective Time and which are held by shareholders who have not voted such
Shares in favor of the approval and adoption of this Agreement and who shall
have properly demanded appraisal of such Shares in the manner provided in
Section 11.70 of the IBCA ("Dissenting Shares"), if applicable, shall not be
converted into or be exchangeable for the right to receive the Merger
Consideration, but the holders thereof shall be entitled to payment of the
appraised value of such Shares in accordance with the provisions of
Section 11.70 of the IBCA; PROVIDED, HOWEVER, that (i) if any holder of Dissent-
ing Shares shall

<PAGE>

subsequently deliver a written withdrawal of his demand for appraisal of such
Shares, or (ii) if any holder fails to establish his entitlement to appraisal
rights as provided in Sections 11.65 and 11.70 of the IBCA, or (iii) if any such
holder shall, for any other reason, become ineligible for such appraisal, then
such holder shall forfeit the right to appraisal of such Shares and each such
Share shall thereupon be deemed to have been converted into and to have become
exchangeable for, as of the Effective Time, the right to receive the Merger
Consideration, without any interest thereon. The Company shall not settle or
compromise any claim for dissenters' rights prior to the Effective Time without
the prior written consent of the Parent and the Purchaser.

3.3. PURCHASER COMMON STOCK. Each share of common stock, par
value $.01 per share ("Purchaser Common Stock"), of the Purchaser issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into and exchangeable for one fully paid and non-assessable share of common
stock, par value $1.25 per share ("Surviving Corporation Common Stock"), of the
Surviving Corporation. From and after the Effective Time, each outstanding
certificate theretofore representing shares of Purchaser Common Stock shall be
deemed for all purposes

<PAGE>

to evidence ownership of and to represent the same number of shares of Surviving
Corporation Common Stock.

3.4. EXCHANGE OF SHARES. (a) Prior to the Effective Time, the
Purchaser shall, and the Parent shall cause the Purchaser to, deposit in trust
with the depositary for the Offer, or with a bank or trust company with offices
in New York, New York, Chicago, Illinois or Washington, District of Columbia,
designated by the Purchaser and having capital, surplus and undivided profits of
at least $100,000,000 (the "Exchange Agent"), cash in an aggregate amount equal
to the product of (i) the number of Shares issued and outstanding immediately
prior to the Effective Time (other than any such Shares owned beneficially or of
record by the Parent or the Purchaser or any other subsidiary of the Parent and
other than Dissenting Shares), and (ii) the Merger Consideration (such amount
being hereinafter referred to as the "Exchange Fund"). The Exchange Agent
shall, pursuant to irrevocable instructions reasonably satisfactory to the
Company and its counsel, make the payments provided for in Section 3.1(a) of
this Agreement out of the Exchange Fund. The Exchange Agent shall invest the
Exchange Fund as the Parent directs, in direct obligations of the United States
of America, obligations for which the full faith and credit of the United States
of America is pledged to provide for the payment of

<PAGE>

all principal and interest, commercial paper obligations receiving the highest
rating from either Moody's Investors Services, Inc. or Standard & Poor's
Corporation, or certificates of deposit, bank repurchase agreements or banker's
acceptances of commercial banks with capital exceeding $10,000,000,000. The Ex-
change Fund shall not be used for any other purpose except as provided in this
Agreement.

(b) Promptly after the Effective Time, the Surviving
Corporation shall cause the Exchange Agent to mail to each record holder (other
than the Parent, the Purchaser or any other subsidiary of the Parent) as of the
Effective Time of an outstanding certificate or certificates which immediately
prior to the Effective Time represented Shares (the "Certificates"), a form
letter of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon proper delivery
of the Certificates to the Exchange Agent) and instructions for use in effecting
the surrender of the Certificates for payment therefor. Upon surrender to the
Exchange Agent of a Certificate, together with such letter of transmittal duly
executed, the holder of such Certificate shall be entitled to receive in
exchange therefor cash in an amount equal to the product of the number of Shares
represented by such Certificate and the Merger Consideration, less any ap-
plicable withholding tax, and such Certificate

<PAGE>

shall forthwith be cancelled. No interest shall be paid or accrued on the cash
payable upon the surrender of the Certificates. If payment is to be made to a
person other than the person in whose name the Certificate surrendered is
registered, it shall be a condition of payment that the Certificate so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the person requesting such payment shall pay any transfer or other
taxes required by reason of the payment to a person other than the registered
holder of the Certificate surrendered or establish to the satisfaction of the
Exchange Agent and the Surviving Corporation that such tax has been paid or is
not applicable. Until surrendered in accordance with the provisions of this
Section 3.4, each Certificate (other than Certificates representing Shares owned
beneficially or of record by the Parent, the Purchaser or any other subsidiary
of the Parent and other than Certificates representing Dissenting Shares in
respect of which appraisal rights are perfected) shall represent for all
purposes the right to receive the Merger Consideration in cash multiplied by the
number of Shares evidenced by such Certificate, without any interest thereon.

(c) After the Effective Time there shall be no transfers on the
stock transfer books of the Surviving Corporation of the Shares which were
outstanding immediately

<PAGE>

prior to the Effective Time. If, after the Effective Time, Certificates (other
than Certificates representing Shares owned beneficially or of record by the
Parent, the Purchaser or any other subsidiary of the Parent and other than
Dissenting Shares) are presented to the Surviving Corporation, they shall be
cancelled and exchanged for cash as provided in this Article III.

(d) Any portion of the Exchange Fund which remains unclaimed by
the shareholders of the Company for 180 days after the Effective Time (including
any interest received with respect thereto) shall be repaid to the Surviving
Corporation, upon demand. Any shareholders of the Company who have not
theretofore complied with Section 3.4(b) shall thereafter look only to the
Surviving Corporation (subject to abandoned property, escheat or other similar
laws) for payment of their claim for the Merger Consideration per Share, without
any interest thereon, but shall have no greater rights against the Surviving
Corporation than may be accorded to general creditors of the Surviving Corpo-
ration under Illinois law.

(e) The Surviving Corporation shall pay all charges and
expenses, including those of the Exchange Agent, in connection with the exchange
of cash for Shares.

3.5. EMPLOYEE STOCK OPTIONS. Subject to and in accordance with
the terms of the Joslyn Corporation Non-

<PAGE>

Employee Director Stock Plan and any related option agreement, with respect to
each stock option for 1,000 shares of Common Stock granted within the six month
period preceding the Closing, each at an exercise price of $24.75 per share, to
each non-employee director who is subject to the provisions of Sections 16(a)
and 16(b) of the Exchange Act, the Parent shall provide each such director with
an option to purchase 1,000 shares of the Parent's common stock (the "Substitute
Options"). Each Substitute Option shall (a) be in substitution for, and
cancellation of, such stock options granted under the stock option plan of the
Company (the "Cancelled Options"); (b) be in the form attached hereto as Annex C
and (c) be immediately exercisable in full at an exercise price of $22.625 per
share of the Parent's common stock. Subject to and in accordance with the terms
of the applicable stock option plan of the Company and any related option
agreement, immediately prior to the Effective Time, each holder of an
outstanding option to purchase Shares granted under any employee stock option
plan of the Company, other than a Cancelled Option or any other option with a
stock appreciation right exercisable upon a change of control of the Company,
whether or not then exercisable, shall be entitled to receive from the Surviving
Corporation for each Share subject to such option, in cancellation of such
option, an amount in cash equal to the excess, if any,

<PAGE>

of the Merger Consideration over the per Share exercise price of such option
without interest thereon, subject to all applicable tax withholding
requirements, and such option shall thereupon be cancelled. Subject to the
foregoing, each option or other equity award with respect to shares of Common
Stock outstanding at the Effective Time under any stock option or other equity
plan, program or agreement of the Company shall automatically terminate and be
cancelled upon consummation of the Merger. The Parent shall cause the Surviving
Corporation to make all payments required by this Section 3.5.

3.6. ADJUSTMENT OF MERGER CONSIDERATION. In the event of any
reclassification, recapitalization, stock split or stock dividend with respect
to the Common Stock (or if a record date with respect to any of the foregoing
shall occur) prior to the Effective Time, appropriate and proportionate
adjustments, if any, shall be made to the amount of Merger Consideration per
Share, and all references to the Merger Consideration in this Agreement shall be
deemed to be to the Merger Consideration as so adjusted.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Parent and the
Purchaser and agrees as follows:

<PAGE>

4.1. ORGANIZATION. The Company and each of its subsidiaries is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to own, lease and operate its properties and to conduct its
business as now being conducted, except where the failure to be so organized,
existing and in good standing or to have such power and authority would not,
individually or in the aggregate, have a material adverse effect on the
business, properties, assets, financial condition or results of operations of
the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").
Each of the Company and its subsidiaries is duly qualified or licensed and in
good standing to do business as a foreign corporation in each jurisdiction in
which the property owned, leased or operated by it or the nature of the business
conducted by it makes such qualification necessary, except where the failure to
be so qualified or licensed and in good standing, individually or in the
aggregate, would not reasonably be likely to have a Material Adverse Effect.
Each of the Company's subsidiaries (except for any subsidiaries formed or
acquired in 1995, which have been identified in writing in a list furnished by
the Company to the Parent, and except that ADK Pressure Equipment Corporation
has been sold) is listed in the Company's Annual

<PAGE>

Report on Form 10-K for the fiscal year ending December 31, 1994, and except as
and to the extent set forth in such Annual Report, the Company owns directly or
indirectly all of the issued and outstanding capital stock of each of its
subsidiaries, free and clear of all liens, pledges, security interests, claims
or other encumbrances. The Company has heretofore made available to the Parent
accurate and complete copies of the Articles of Incorporation and the By-Laws of
the Company, each as currently in effect.

4.2. CAPITALIZATION. The authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock of which, on August 8,
1995, there were 7,195,240 shares issued and outstanding, 887,276 shares
reserved for issuance under future grants of options under the Company's
director and employee stock option plans, 302,588 shares subject to options
outstanding under the Company's stock option plans, of which 23,437 are in
tandem with outstanding stock appreciation rights, and 1,217,840 shares held in
the Company's treasury. All issued and outstanding Shares are duly authorized,
validly issued, fully paid and nonassessable and have no preemptive rights. The
Company is, directly or indirectly, the record and beneficial owner of all of
the outstanding shares of capital stock of each of its subsidiaries, free and
clear of any lien, mortgage, pledge or encumbrance of any kind. Except for the
Rights

<PAGE>

and options to acquire not more than 302,588 shares pursuant to the Company's
director and employee stock option plans, there are not now, and at the Effec-
tive Time there will not be, any existing options, warrants, calls,
subscriptions, preemptive rights or other rights or other agreements or com-
mitments whatsoever obligating the Company or any of its subsidiaries to issue,
transfer, deliver or sell or cause to be issued, transferred, delivered or sold
any additional shares of capital stock of the Company or any of its sub-
sidiaries, or obligating the Company or any of its subsidiaries to grant, extend
or enter into any such agreement or commitment.

4.3. AUTHORIZATION OF THIS AGREEMENT; RECOMMENDATION OF MERGER.
(a) The Company has all requisite corporate power and authority to execute and
deliver this Agreement and, subject to approval by the shareholders of the
Company to the extent required by law, to consummate the transactions contem-
plated hereby. The execution and delivery of this Agreement and the consumma-
tion of the transactions contemplated hereby have been duly and validly
authorized and approved by the Company's Board of Directors and, except for the
approval of this Agreement by the shareholders of the Company to the extent
required by law, no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or consummate the

<PAGE>

transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Company, and subject only to the approval hereof
by its shareholders to the extent required by law, this Agreement (assuming the
due and valid authorization, execution and delivery of this Agreement by the
Parent, DH Holdings and the Purchaser and the enforceability of this Agreement
against each of them) constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws of general
applicability relating to or affecting the enforcement of creditors' rights and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

(b) The Board of Directors of the Company (at a meeting duly
called and held at which a quorum was present) has determined that the Merger is
fair to and in the best interests of the shareholders of the Company and has re-
solved to recommend approval of the Merger and adoption of this Agreement by the
shareholders of the Company; PROVIDED, HOWEVER, that such recommendation may be
withdrawn, modified or amended (but if, after the Company has received a

<PAGE>

Superior Proposal -- namely, a proposal to acquire, directly or indirectly, more
than 50% of the Shares or all or any substantial portion of the consolidated
assets of the Company and its subsidiaries and on terms which the Board of
Directors of the Company determines in its good faith judgment, based on the
advice of Goldman, Sachs & Co., to be more favorable to the Company's
stockholders than the Offer and the Merger taken together -- then such
withdrawal, modification or amendment may be made only at a time that is after
the second business day after the Parent has received written notice from the
Company advising the Parent of the Company's receipt of a Superior Proposal,
specifying the material terms and conditions of such Superior Proposal and
identifying the person making such Superior Proposal) to the extent the
Company's Board of Directors, after taking into account the advice of counsel to
the Company, concludes that such withdrawal, modification or amendment is
required in the proper exercise of its fiduciary duties.

4.4. CONSENTS AND APPROVALS. Except for (i) filings required
under the Exchange Act, (ii) the filing of a Pre-Merger Notification and Report
Form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the rules and regulations thereunder (together, the "HSR Act"), (iii)
the filing and recordation of appropriate merger documents as required by the
IBCA and the GCL and, if

<PAGE>

applicable, the laws of other states in which the Company is qualified to do
business, (iv) filings under the securities or blue sky laws or takeover
statutes of the various states and (v) filings in connection with any applicable
transfer or other taxes in any applicable jurisdiction, no filing with, and no
permit, authorization, consent or approval of, any public body or authority is
necessary for the consummation by the Company of the transactions contemplated
by this Agreement, the failure to make or obtain of which is reasonably likely
to have a Material Adverse Effect or a material adverse effect on the ability of
the Company to consummate the transactions contemplated hereby.

4.5. NO CONFLICTS. Except as set forth in Schedule 4.5, neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby nor compliance by the Company with any of the
provisions hereof will (i) conflict with or result in any violation of any pro-
vision of the Articles of Incorporation or the By-Laws of the Company, each as
amended as of the date hereof, or the certificate of incorporation or by-laws
(or equivalent instruments) of any of its subsidiaries, (ii) result in a
violation or breach of, or constitute a default (or give rise to any right of
termination, cancellation or acceleration) under, any note, bond, mortgage,
indenture, license, agreement or other instrument

<PAGE>

or obligation to which the Company or any of its subsidiaries is a party or by
which any of them or any of their properties or assets is bound or
(iii) assuming the accuracy (without taking into account any limitation based on
knowledge or materiality) of the representations and warranties of the Parent
and the Purchaser contained herein and their compliance with all agreements
contained herein and assuming the due making or obtaining of all filings,
permits, authorizations, consents and approvals referred to in Section 4.4,
violate any statute, rule, regulation, order, injunction, writ or decree of any
public body or authority by which the Company or any of its subsidiaries or any
of their respective assets or properties is bound, excluding from the foregoing
clauses (ii) and (iii) conflicts, violations, breaches or defaults which, either
individually or in the aggregate, are not reasonably likely to have a Material
Adverse Effect or a material adverse effect on the Company's ability to
consummate the transactions contemplated hereby.

4.6. COMPLIANCE. Neither the Company nor any of its
subsidiaries is in conflict with, or in default or violation of, (i) any law,
rule, regulation, order, judgment or decree applicable to the Company or any of
its subsidiaries or by which its or any of their respective properties are bound
or affected or (ii) any note, bond, mortgage,

<PAGE>

indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries or its or any of their
respective properties are bound or affected, except for any such conflicts,
defaults or violations which would not, individually or in the aggregate,
reasonably be expected to either have a Material Adverse Effect or prevent the
consummation of the Offer or the Merger.

4.7. FINANCIAL STATEMENTS AND REPORTS; NO UNDISCLOSED
LIABILITIES. (a) The Company has filed all forms, reports and documents with
the SEC since January 1, 1994, required to be filed by it pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"), and the Exchange Act and the rules and regu-
lations promulgated thereunder (collectively, the "Disclosure Statements"), all
of which have complied in all material respects with all applicable requirements
of the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder. None of such Disclosure Statements, at the time filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
there-

<PAGE>

in, in light of the circumstances under which they were made, not misleading.

The consolidated balance sheets and the related consolidated
statements of income, cash flows and retained earnings (including the notes
thereto) of the Company and its subsidiaries contained or incorporated by
reference in the Disclosure Statements, were prepared from, and are in
accordance with, the books and records of the Company and its consolidated
subsidiaries, complied as of their respective dates in all material respects
with applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, and presented fairly the
consolidated financial position of the Company and its subsidiaries as of their
respective dates, and the consolidated results of their operations and their
cash flows for the periods presented therein, in conformity with United States
generally accepted accounting principles ("GAAP") applied in all material
respects on a consistent basis, except as otherwise noted therein and, in the
case of unaudited quarterly financial statements, as permitted by Form 10-Q
under the Exchange Act, and subject in the case of quarterly financial
statements to normal year-end audit adjustments and to any other adjustments
described therein.

(b) The Company has no outstanding indebtedness for borrowed
money.

<PAGE>

4.8. OFFER DOCUMENTS; PROXY STATEMENT; OTHER INFORMATION;
SCHEDULE 14D-9. None of the information supplied in writing by the Company
specifically for inclusion in the Offer Documents will, at the respective times
the Offer Documents or any amendments or supplements thereto are filed with the
SEC, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The Schedule 14D-9 on the date filed with the SEC will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the foregoing shall not apply to the extent
that any such untrue statement of a material fact or omission to state a
material fact was made by the Company in reliance upon and in conformity with
written information furnished to the Company by the Parent or the Purchaser
specifically for use in the Schedule 14D-9. No proxy solicitation materials
distributed by the Company to its shareholders and/or filed with the SEC in
connection with the Merger, including any amendments or supplements thereto
(collectively, the "Proxy Statement") will, at the time the Proxy Statement is
mailed

<PAGE>

to the Company's shareholders, contain any untrue statement of a material fact,
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading or, at the time of the meeting of shareholders to
which the Proxy Statement, as then amended or supplemented, relates or at the
Effective Time omit to state any material fact necessary to correct any state-
ment which has become false or misleading in any earlier communication with
respect to the solicitation of any proxy for such meeting; except that no repre-
sentation is made by the Company with respect to information furnished to the
Company by the Parent or the Purchaser specifically for use in the Proxy
Statement. The Schedule 14D-9 and the Proxy Statement each will comply in all
material respects, both as to form and otherwise, with the requirements of the
Exchange Act and the rules and regulations thereunder. Notwithstanding the
foregoing, no representation or warranty is made herein with respect the
information provided to the Parent and the Purchaser pursuant to the
Confidentiality Agreement in the "Joslyn Corporation Discussion Materials Book
One" and the "Joslyn Corporation Discussion Materials Book Two", in each case
dated August 1, 1995.

4.9. EMPLOYEE AGREEMENTS AND PLANS. (a) There are no material
employee or retiree compensation or benefit

<PAGE>

plans, arrangements, contracts or agreements (including, without limitation,
stock option plans or other equity plans, employment agreements, change of con-
trol, retention, severance and other similar agreements) of any type (including
but not limited to plans described in section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), whether written or un-
written, (x) maintained, or contributed to, by the Company, any of its
subsidiaries or any other trade or business, whether or not incorporated (an
"ERISA Affiliate"), that together with the Company or any of its subsidiaries
would be deemed a "single employer" within the meaning of section 414 of the
Code or section 4001(b) of ERISA or (y) with respect to which the Company, any
of its subsidiaries or any ERISA Affiliate has or has had, within the preceding
six years, an obligation to contribute or the Company or any of its subsidiaries
has or may have a liability, other than those listed on Schedule 4.9(a) hereto
(the "Benefit Plans"). Neither the Company, any of its subsidiaries nor any
ERISA Affiliate has any formal plan or any commitment to any current or former
employee to create any additional Benefit Plan.

(b) With respect to each Benefit Plan currently in effect or
under which the Company has an obligation to make payments or contributions, the
Company has delivered to

<PAGE>

Parent accurate and complete copies of all plan texts, summary plan
descriptions, summaries of material modifications, trust agreements, other
funding arrangements and other related agreements including all amendments to
the foregoing; the two most recent IRS Form 5500 annual reports, including all
Schedules and attachments thereto; the most recent annual and periodic
accounting of plan assets; the most recent determination letter received from
the United States Internal Revenue Service (the "Service"); and the two most
recent actuarial reports, to the extent any of the foregoing may be applicable
to a particular Benefit Plan.

(c) Except as specifically set forth in the Disclosure
Statements or on Schedule 4.9(c) hereto, the consummation of the transactions
contemplated by this Agreement will not, by itself, entitle any individual to
severance pay or accelerate the time of payment or vesting, or increase the
amount, of compensation or benefits due to any individual, except for any such
entitlements, vesting or increases which would not be material to any such
individual or in theaggregate to the Company.

Neither the Company nor any of its subsidiaries has incurred or
reasonably expects to incur any material liability or obligation (whether
directly or indirectly, including as a result of an indemnification obligation
or by reason of any relationship to any ERISA Affiliate) under or

<PAGE>

pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans. Each of the Benefit Plans have
been operated and administered in substantial compliance with their terms and
all applicable laws, statutes and regulations.

4.10. ABSENCE OF CERTAIN CHANGES. Except as disclosed in the
Disclosure Statements filed prior to the date of this Agreement or in Schedule
4.10 hereto, from January 1, 1995 until the date of this Agreement, the Company
and its subsidiaries have conducted their respective businesses and operations
consistent with past practice only in the ordinary and usual course and there
have not occurred (i) any events, changes, or effects (including the incurrence
of any liabilities or obligations of any nature, whether accrued, contingent or
otherwise) having, or which would be reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect; (ii) any declaration, setting aside
or payment of any dividend or other distribution (whether in cash, stock or
property) with respect to the equity interests of the Company or of any of its
subsidiaries (other than regular quarterly cash dividends of not more than $0.30
per share payable to holders of Common Stock); (iii) any material change by the
Company or any of its subsidiaries in accounting principles or methods, except
insofar as may be required by a change in

<PAGE>

GAAP; (iv) any grant of options or stock appreciation rights under any Benefit
Plan; OR (V) AFTER JUNE 30, 1995 TO THE DATE OF THIS AGREEMENT, ANY ENTRY BY THE
COMPANY INTO ANY AGREEMENT, COMMITMENT OR TRANSACTION THAT IS MATERIAL TO THE
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS.

4.11. LITIGATION. Except as disclosed in the Disclosure
Statements filed prior to the date of this Agreement or as disclosed on Schedule
4.11 hereto, there is no suit, claim, action, proceeding or investigation
pending or, to the knowledge of the Company, threatened against, the Company or
any of its subsidiaries that, individually or in the aggregate, would reasonably
be expected (i) to have a Material Adverse Effect, or (ii) to materially delay
or prevent the consummation of the Merger or the other transactions contemplated
hereby.

4.12. TAXES. (a) The Company and its subsidiaries (i) have duly
filed all material Tax Returns (as hereinafter defined) required to be filed by
them on or prior to the date hereof, and will duly file all material Tax Returns
required to be filed by them on or before the Effective Time (taking into
account any extensions properly obtained), and (ii) have duly paid in full, or
made provision in accordance with GAAP for the payment of, all Taxes (as here-
inafter defined) for all periods ending on or

<PAGE>

before the date hereof. Such Tax Returns are and will be true, complete and
correct in all material respects.

(b) No audits or other proceedings are presently pending with
regard to any Taxes or Tax Returns of the Company or any of its subsidiaries,
which audits or other proceedings could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

(c) No material deficiencies for Taxes have been asserted
against the Company or any of its subsidiaries which have not been resolved and
fully paid or which are not adequately reserved for in accordance with GAAP.
The accruals and reserves for taxes (including interest and penalties, if any,
thereon) reflected in the Company's most recent quarterly financial statements
are adequate in all material respects in accordance with GAAP.

(d) "Taxes" shall mean all federal, state, local and foreign
taxes, and other assessments of a similar nature (whether imposed directly or
through withholding), including any interest and penalties thereon and additions
thereto. "Tax Returns" shall mean all federal, state, local and foreign tax
returns, declarations, statements, reports, schedules, forms and information
returns.

4.13. ENVIRONMENTAL MATTERS. (a) Except as set forth in the
Disclosure Statements or otherwise previously

<PAGE>

disclosed by the Company to the Parent, to the knowledge of the Company there
are no Environmental Liabilities (as defined below) of the Company that could
reasonably be expected to have a Material Adverse Effect. The Company has
identified to Parent in writing all wood treating facilities that, to the
knowledge of the Company, were previously owned by the Company or any of its
subsidiaries.

(b) As used in this Agreement, "Environmental Laws" means any
and all applicable federal, state, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, codes,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and governmental restrictions relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment, including without limitation ambient
air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof. "Environmental
Liabilities" with respect to any person means any and all liabilities of or
relating to such person or any of its subsidiaries (including any entity which
is, in whole or in part, a predecessor of such person or any of its subsid-

<PAGE>

iaries), whether vested or unvested, contingent or fixed, actual or potential,
which (i) arise under or relate to matters covered by Environmental Laws and
(ii) relate to actions occurring or conditions existing on or prior to the date
of this Agreement. "Hazardous Substances" means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives, by-
products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, any substance regulated under Environmental Laws.

(c) Except as set forth in the Disclosure Statement, or as
previously disclosed to Parent, neither the Company nor any of its subsidiaries
has received any written communication from anyone that has been brought to the
attention of the Company's legal department or of any officer of the Company and
that alleges that the Company or any of its subsidiaries is not in compliance
with any Environmental Law (except for noncompliance that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect).
(d) Except as set forth in the Disclosure Statement or as
previously disclosed in writing to Parent, and except as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect,

<PAGE>

the Company and its subsidiaries have all permits, approvals, and other
authorizations required under Environmental Laws that are necessary to continue
the existing operations of the Company and its subsidiaries.

4.14. IBCA SECTIONS 7.85 AND 11.75; BOARD APPROVAL; SHAREHOLDER
VOTE. (a) The Board of Directors of the Company has approved the Offer and
the Merger prior to the date of this Agreement pursuant to the provisions of
Section 11.75 of the IBCA.

(b) At least two-thirds of the Company's Disinterested
Directors (as defined in Section 7.85(C)(7) of the IBCA) have approved the
acquisition of Shares pursuant to the Offer and the Merger and have approved the
Merger, all pursuant to the provisions of Section 7.85 of the IBCA.

(c) The affirmative vote of holders of two-thirds of the Shares
is the only vote of the holders of any class or series of capital stock of the
Company necessary under the IBCA or the Articles of Incorporation or By-Laws of
the Company to approve the Merger.

(d) Not less than 75% of the Directors of the Company then
qualified and acting within the meaning of Section 3.9.3 of the By-Laws of the
Company have approved this Agreement and the transactions contemplated by this
Agreement, including, without limitation, the Merger.

<PAGE>

4.15. RIGHTS AGREEMENT. The Board of Directors of the Company
has taken all necessary corporate action to provide that neither the Parent nor
the Purchaser nor any of their affiliates will become an "Acquiring Person,"
that no "Triggering Event," "Section 11(a)(ii) Event," "Section 13 Event,"
"Stock Acquisition Date" or "Distribution Date" (as such terms are defined in
the Rights Agreement) will occur and that neither Section 11 nor Section 13 of
the Rights Agreement will be triggered, in each case as a result of the
announcement, commencement or consummation of the Offer, the execution or
delivery of this Agreement or any amendment hereto in accordance with the terms
hereof or the consummation of the transactions contemplated by this Agreement.

4.16. FINDERS AND INVESTMENT BANKERS. All negotiations relating
to this Agreement and the transactions contemplated hereby have been carried on
without the intervention of any person acting on behalf of the Company in such
manner as to give rise to any valid claim against the Parent, the Purchaser or
the Company for any broker's or finder's fee or similar compensation, except for
Goldman, Sachs & Co., whose fees (which have been described in a writing
furnished by the Company to Parent), to the extent payable, shall be paid by the
Company.

<PAGE>

4.17. OFFER CONDITIONS. Since July 1, 1995, to the knowledge of
the Company, no event has occurred and no circumstance has arisen which would
reasonably be expected to result in a failure to satisfy any of the Offer
Conditions.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF THE PARENT, DH HOLDINGS AND THE PURCHASER

The Parent, DH Holdings and the Purchaser each jointly and
severally represent and warrant to the Company and agree as follows:

5.1. ORGANIZATION. Each of the Parent, DH Holdings and the
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and each has all requi-
site corporate power and authority to own, lease and operate its properties and
to conduct its business as now being conducted, except where the failure to be
so organized, existing and in good standing or to have such power and authority
would not, individually or in the aggregate, have a material adverse effect on
the business, properties, assets, financial condition or results of operations
of the Parent and its subsidiaries taken as a whole. Each of the Parent, DH
Holdings and the Purchaser is duly qualified or licensed and in good standing to
do business as a foreign

<PAGE>

corporation in each jurisdiction in which the properties owned, leased or
operated by it or the nature of the business conducted by it makes such
qualification necessary, except where the failure to be so qualified or licensed
and in good standing, individually or in the aggregate, would not reasonably be
likely to have a material adverse effect on the business, financial condition,
properties, assets or results of operations of the Parent and its subsidiaries
taken as a whole. DH Holdings is a wholly-owned subsidiary of the Parent, and
the Purchaser is a wholly-owned subsidiary of DH Holdings.

5.2. CAPITALIZATION. Parent has 125,000,000 authorized shares
of common stock, par value $.01 per share, of which, on July 19, 1995, there
were 58,476,408 shares issued and outstanding. All shares of common stock of
the Parent issued upon exercise of the Substitute Options (including payment in
full of the exercise price therefor) shall be duly authorized, validly issued,
fully paid, nonassessable and listed on the New York Stock Exchange (the "NYSE")
and such issuance shall not be subject to any preemptive rights.

5.3. AUTHORIZATION OF THIS AGREEMENT. Each of the Parent, DH
Holdings and the Purchaser has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated

<PAGE>

hereby. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized and
approved by the Boards of Directors of the Parent, DH Holdings and the Purchaser
and by DH Holdings as the sole shareholder of the Purchaser, and no other
corporate proceedings on the part of the Parent, DH Holdings or the Purchaser
are necessary to authorize this Agreement or consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by each of the Parent, DH Holdings and the Purchaser and this
Agreement (assuming the due and valid authorization, execution and delivery of
this Agreement by the Company and the enforceability of this Agreement against
it) constitutes a valid and binding agreement of the Parent and the Purchaser
enforceable against each of them in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws of general
applicability relating to or affecting the enforcement of creditors' rights and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

5.4. CONSENTS AND APPROVALS; NO VIOLATIONS. Except for
(i) filings required under the Exchange Act,

<PAGE>

(ii) the filing of a Pre-Merger Notification and Report Form by the Parent under
the HSR Act, (iii) the filing and recordation of appropriate merger documents as
required by the GCL and the IBCA, (iv) filings under the securities or blue sky
laws or takeover statutes of the various states, (v) filings required under the
listing requirements of the NYSE and (vi) filings in connection with any
applicable transfer or other taxes in any applicable jurisdiction, no filing
with, and no permit, authorization, consent or approval of, any public body or
authority is necessary for the consummation by the Parent, DH Holdings and the
Purchaser of the transactions contemplated by this Agreement, the failure to
make or obtain which is reasonably likely to impair the ability of the Parent,
DH Holdings or the Purchaser to perform their respective obligations hereunder
or to consummate the transactions contemplated hereby. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby nor compliance by the Parent, DH Holdings or the Purchaser
with any of the provisions hereof will (i) conflict with or result in any
violation of any provision of the Certificate of Incorporation or By-Laws of the
Parent, DH Holdings or the Purchaser, as each may be amended as of the date
hereof (ii) result in a violation or breach of, or constitute a default (or give
rise to any

<PAGE>

right of termination, cancellation or acceleration) under, any note, bond,
mortgage, indenture, license, agreement or other instrument or obligation to
which the Parent or any of its subsidiaries is a party, or by which any of them
or any of their respective properties or assets is bound, or (iii) assuming the
truth of the representations and warranties of the Company hereunder and its
compliance with all agreements contained herein and assuming the due making or
obtaining of all filings, permits, authorizations, consents and approvals
referred to in the immediately preceding sentence, violate any statute, rule,
regulation, order, injunction, writ or decree of any public body or authority by
which the Parent or any of its subsidiaries or any of their respective
properties or assets is bound, excluding from the foregoing clauses (ii) and
(iii) conflicts, violations, breaches or defaults which, either individually or
in the aggregate, are not reasonably likely to impair the ability of the Parent,
DH Holdings or the Purchaser to perform their respective obligations hereunder
or to consummate the transactions contemplated hereby.

5.5. OFFER DOCUMENTS; PROXY STATEMENT; OTHER INFORMATION. None
of the Offer Documents will, on the date filed with the SEC or on the date first
published, sent or given to the Company's shareholders, contain any untrue
statement of a material fact or omit to state any material

<PAGE>

fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the foregoing shall not apply to the extent
that any such untrue statement of a material fact or omission to state a
material fact was made by the Parent or the Purchaser in reliance upon and in
conformity with written information furnished to the Parent or the Purchaser by
the Company specifically for use in the Offer Documents. The Offer Documents
will comply in all material respects, both as to form and otherwise, with the
requirements of the Exchange Act and the rules and regulations thereunder. None
of the information supplied or to be supplied in writing by the Parent or the
Purchaser specifically for inclusion in the Schedule 14D-9 or in the Proxy
Statement will, at the time the Schedule 14D-9 is filed with the SEC or the
Proxy Statement is mailed to the Company's shareholders, as the case may be,
contain any untrue statement of a material fact, or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading or, in the case of the Proxy Statement, at the time of the meeting of
shareholders to which such Proxy Statement, as then amended or supplemented,
relates, or at the Effective Time, omit to state any material fact

<PAGE>

necessary to correct any statement which has become false or misleading in any
earlier communication with respect to the solicitation of any proxy for such
meeting. If at any time prior to the Effective Time any event relating to the
Parent or any of its subsidiaries is discovered which should be set forth in an
amendment of, or a supplement to, the Proxy Statement, the Parent shall promptly
so inform the Company and will furnish all necessary information to the Company
relating to such event.

5.6. FINANCIAL ABILITY TO PERFORM. The Parent and the Purchaser
have, from cash on hand or committed lines of credit, available funds sufficient
to pay all cash payments for Shares in the Offer and the Merger and to pay all
related fees and expenses.

5.7. FINDERS AND INVESTMENT BANKERS. All negotiations relating
to this Agreement and the transactions contemplated hereby have been carried on
without the intervention of any person acting on behalf of the Parent, DH
Holdings or the Purchaser in such manner as to give rise to any valid claim
against the Parent, DH Holdings, the Purchaser or the Company for any broker's
or finder's fee or similar compensation, except for Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") whose fees, to the extent payable,
shall be paid by the Parent. The Parent shall be solely responsible for, and
shall indemnify the

<PAGE>

Company with respect to, any fee payable to Merrill Lynch if the Merger is not
consummated.

ARTICLE VI

COVENANTS

6.1. CONDUCT OF THE BUSINESS OF THE COMPANY. Except as
contemplated by this Agreement or as set forth in Schedule 6.1 hereto, during
the period from the date of this Agreement to the Effective Time, the Company
and its subsidiaries will each conduct its operations in all material respects
according to its ordinary and usual course of business, and will use reasonable
efforts to preserve intact its business organization and to maintain
satisfactory relationships with suppliers, distributors, customers and others
having business relationships with it. The Company will promptly advise the
Parent in writing of any change which could reasonably be expected to have a
Material Adverse Effect, and will confer on a regular and frequent basis with
representatives of the Parent to report upon the status of operations. Without
limiting the generality of the foregoing, and except as otherwise expressly
contemplated by this Agreement or as set forth in Schedule 6.1 hereto, prior to
the Effective Time, neither the Company nor any of its subsidiaries will, with-
out the prior written consent of the Parent:

<PAGE>

(a) amend its Articles of Incorporation or By-Laws (or
equivalent instruments);

(b) authorize for issuance, issue, sell, deliver or agree or
commit to issue, sell or deliver (whether through the issuance or
granting of additional options, warrants, commitments, subscriptions,
rights to purchase or otherwise) any shares of capital stock of any
class or any securities convertible into shares of capital stock of any
class, except as required by any employee benefit or stock option plan
or agreement existing as of the date hereof;

(c) split, combine or reclassify any shares of its capital
stock, declare, set aside or pay any dividend or other distribution
(whether in cash, stock or property or any combination thereof) in
respect of its capital stock, or redeem or otherwise acquire any shares
of its capital stock; PROVIDED, HOWEVER, that the Company may declare
and pay to holders of Shares regular quarterly dividends of not more
than $0.30 per share of Common Stock; and PROVIDED, FURTHER, that any
of the Company's subsidiaries may declare, set aside or pay any divi-
dend or other distribution with respect to their capital stock;

(d) (i) create, incur, assume, maintain or permit to exist any
long-term debt (including obligations in

<PAGE>

respect of capital leases); (ii) except in the ordinary course of
business and consistent with past practices assume, guarantee, endorse
or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any person other than
any subsidiary of the Company; or (iii) make any loans, advances or
capital contributions to, or investments in, any person other than any
of the subsidiaries of the Company, except for loans or advances to
employees or customers in the ordinary course of business and con-
sistent with past practices;

(e) except in the ordinary course of business or as otherwise
contemplated by or described or referred to in the Disclosure
Statements or the Offer Documents, sell, transfer, mortgage or
otherwise dispose of or encumber, any business, subsidiary, assets that
are material to the Company and its subsidiaries taken as a whole, or
fixed assets that have a value on the Company's books, either
individually or in the aggregate, in excess of $500,000;

(f) settle or compromise any pending or threatened suit, action
or claim in which the amount involved is greater than $500,000 or which
is material to the Company and its subsidiaries taken as a whole or
which relates to the transactions contemplated hereby or

<PAGE>

modify, amend or terminate any contracts involving in excess of
$500,000 or waive, release or assign any right or claim involving in
excess of $500,000;

(g) make any material tax election or permit any material
insurance policy naming it as a beneficiary or a loss payable payee to
be cancelled or terminated, in each case without notice to the Parent;

(h) grant any material increase in the compensation payable or
to become payable to any of its officers or employees or establish,
adopt, enter into, make any new grants or awards under, be obligated to
grant any awards under, or amend, any collective bargaining (except as
required by law), bonus, profit sharing, thrift, compensation, stock
option or other equity, pension, retirement, incentive or deferred
compensation, employment, retention, termination, severance, health,
life or other welfare, fringe or other plan, agreement, trust, fund,
policy or arrangement for the benefit of any current or former
directors, officers or employees, or grant or pay any benefit not
required by any existing plan or arrangement;

(i) change in any material respect any of the accounting
principles used by it, unless required by GAAP;

<PAGE>

(j) acquire any business or capital stock, merge or consolidate
with any other person or sell, encumber or otherwise transfer any
business or material portion thereof; or

(k) agree to do any of the foregoing.

6.2. ACCESS TO INFORMATION. From the date hereof to the
Effective Time, but subject to applicable confidentiality agreements creating
obligations to others and excluding information provided to the Company's Board
of Directors with respect to the Offer, the Company shall, and shall cause its
subsidiaries, officers, directors, employees, auditors and other agents to,
afford the officers, employees, auditors and other agents of the Parent, and to
representatives of and advisors to financing sources, reasonable access during
normal business hours to its officers, employees, agents, properties, offices,
plants and other facilities and to all books, records and contracts, and shall
furnish the Parent and such financing sources with all financial, operating and
other data and information as the Parent, through its officers, employees or
agents, or such financing sources may from time to time reasonably request. The
Company will promptly furnish to the Parent, at the Parent's expense and subject
to the Confidentiality Agreement, a copy of each material document filed or
received by it pursuant to the Federal securities

<PAGE>

laws or Federal or state tax laws or any Environmental Laws, and of such other
documents as the Parent may reasonably request.

6.3. SHAREHOLDER APPROVAL. (a) If required by applicable law
in order to consummate the Merger, as soon as practicable following the purchase
of the Shares pursuant to the Offer, the Company, acting through its Board of
Directors, shall in accordance with applicable law, except to the extent that
the Board of Directors of the Company, after taking into account the advice of
counsel to the Company, concludes that any action is required in the proper
exercise of its fiduciary duties, take all steps necessary duly to call, set a
record date for, give notice of, convene and hold a meeting of its shareholders
as soon as practicable for the purpose of adopting and approving this Agreement
and the transactions contemplated hereby. At such meeting, the Parent and the
Purchaser will each vote, or cause to be voted, all Shares acquired in the Offer
or otherwise beneficially owned by it or any of its subsidiaries on the record
date for such meeting, in favor of the approval and adoption of this Agreement
and the transactions contemplated hereby.

(b) The Company will, if required by law for the consummation
of the Merger, prepare and file a Proxy Statement with the SEC, and shall use
all reasonable efforts to

<PAGE>

obtain and furnish the information required to be included by it in the Proxy
Statement and, after consultation with the Parent, to respond promptly to any
comments made by the SEC with respect to the Proxy Statement and any preliminary
version thereof and cause the Proxy Statement to be mailed to its shareholders
at the earliest practicable time following the purchase of the Shares pursuant
to the Offer. The Board of Directors of the Company and the Board of Directors
of the Parent and the Purchaser have each determined that the Merger is
advisable and in the best interests of shareholders of their respective
companies and, except to the extent that the Board of Directors of the Company
after taking into account the advice of counsel to the Company, concludes that
any action is required in the proper exercise of its fiduciary duties, the Board
of Directors of the Company will (i) recommend to the shareholders of the
Company the adoption and approval of this Agreement and the transactions
contemplated hereby and the other matters to be submitted to such shareholders
in connection therewith and (ii) use all reasonable efforts to obtain the
necessary approval by the shareholders of the Company of this Agreement and the
transactions contemplated hereby.

(c) Notwithstanding the foregoing, in the event that after the
closing of the Offer the Purchaser shall be the owner of at least 90 percent of
the outstanding Shares,

<PAGE>

the parties hereto shall take all necessary and appropriate action to cause the
Merger to become effective, as soon as practicable after the expiration of the
Offer and compliance with the applicable provisions of the IBCA and any
applicable rules of the SEC, without a meeting of shareholders of the Company,
if practicable, in accordance with Section 253 of the GCL and Section 11.30 of
the IBCA.

6.4. REASONABLE EFFORTS. Subject to the terms and conditions
herein provided and the fiduciary duties of the Board of Directors of the
Company, each of the parties hereto agrees to use all reasonable efforts
consistent with applicable legal requirements to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary or proper and
advisable under applicable laws and regulations to ensure that the conditions
set forth in Annex A hereto and Article VII hereof are satisfied and to con-
summate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

6.5. CONSENTS. The Parent and the Company each shall use all
reasonable efforts to obtain all material consents of third parties and
governmental authorities, and to make all governmental filings, necessary to the
consummation of the transactions contemplated by this Agreement. The Company,
the Parent and the Purchaser have

<PAGE>

previously filed Pre-Merger Notification and Report Forms under the HSR Act with
the Federal Trade Commission (the "FTC") and the Antitrust Division of the
Department of Justice (the "Antitrust Division") and shall use all reasonable
efforts to respond as promptly as practicable to all inquiries received from the
FTC or the Antitrust Division for additional information or documentation.

6.6. PUBLIC ANNOUNCEMENTS. The Parent and the Company will
consult with each other before issuing any press release or otherwise making any
public statements with respect to the Offer or the Merger and shall not issue
any such press release or make any such public statement prior to such
consultation, except as may be required by law or by obligations pursuant to any
listing agreement with any securities exchange.

6.7. CONSENT OF DH HOLDINGS. DH Holdings, as the sole
shareholder of the Purchaser, by executing this Agreement consents to the
execution and delivery of this Agreement by the Purchaser and the consummation
of the Merger and the other transactions contemplated hereby and such consent
shall be treated for all purposes as a vote duly cast at a meeting of the
shareholders of the Purchaser held for such purpose.

6.8. NO SOLICITATION. Neither the Company nor any of its
subsidiaries nor any of their respective of-

<PAGE>

ficers, directors, employees, agents or representatives (including, without
limitation, investment bankers, attorneys and accountants) shall, directly or
indirectly, (a) solicit, initiate or encourage or (b) enter into any discussions
or negotiations with, in any way continue any discussions or negotiations
commenced before the date of this Merger Agreement with, or disclose directly or
indirectly any information not customarily disclosed concerning its business and
properties to, or afford any access to its properties, books and records to, any
corporation, partnership or other person or group in connection with any
possible proposal (an "Acquisition Proposal") regarding a sale of the Company's
capital stock or a merger, consolidation or sale or spin-off of all or a
substantial portion of the assets of the Company or any subsidiary of the
Company which is material to the Company and its subsidiaries taken as a whole,
or a liquidation or a recapitalization of the Company, or any similar trans-
action; PROVIDED that (x) in response to an Acquisition Proposal made without
such solicitation, initiation or encouragement, the Company may (to the extent
that the Board of Directors of the Company, after taking into account the advice
of counsel to the Company, concludes that any of the following actions is
required in the proper exercise of its fiduciary duties) (i) furnish information
with respect to the Company

<PAGE>

to any person pursuant to a confidentiality agreement no more favorable to such
person than the Confidentiality Agreement is to the Parent and (ii) participate
in negotiations regarding such Acquisition Proposal and (y) the Company's Board
of Directors shall be free to take and disclose any position with respect to a
third party offer pursuant to Rules l4d-9 and l4e-2 under the Exchange Act and
make such disclosures to the Company's shareholders, which, upon the advice of
the Company's counsel, is required by applicable law. The Company will notify
the Parent immediately, orally and in writing, if any discussions or negotia-
tions are sought to be initiated, any inquiry or proposal is made, or any such
information is requested, with respect to an Acquisition Proposal or potential
Acquisition Proposal or if any Acquisition Proposal is received or if the
Company has been informed that an Acquisition Proposal is forthcoming, and will
include in such notification the identity of the other party or parties and the
material terms and conditions of any such request, inquiry or Acquisition
Proposal. The Company will keep the Parent informed in reasonable detail of the
status (including amendments or proposed amendments) of any such request,
inquiry or Acquisition Proposal.

6.9. INDEMNIFICATION; INSURANCE. (a) For a period of six years
after the Effective Time, the Parent

<PAGE>

shall, and shall cause the Surviving Corporation to, indemnify, defend and hold
harmless the present and former officers, directors, employees and agents of the
Company and its subsidiaries (collectively, the "Indemnified Parties") from and
against, and pay or reimburse the Indemnified Parties for, all losses,
obligations, expenses, claims, damages or liabilities (whether or not resulting
from third-party claims and including interest, penalties, out-of-pocket
expenses and attorneys' fees incurred in the investigation or defense of any of
the same or in asserting any of their rights hereunder) resulting from or
arising out of actions or omissions occurring on or prior to the Effective Time
(including, without limitation, the transactions contemplated by this Agreement)
to the full extent permitted or required under applicable law and, in the case
of indemnification by the Surviving Corporation, to the extent permitted under
the provisions of the Articles of Incorporation and the By-Laws of the Company,
each as in effect at the date hereof (which provisions shall not be amended in
any manner which adversely affects any Indemnified Party, for a period of six
years), including provisions relating to advances of expenses incurred in the
defense of any action or suit; PROVIDED that in the event any claim or claims
are asserted or made within such six-year period, all rights to indemnification
in respect of

<PAGE>

each such claim shall continue until final disposition of such claim. Without
limiting the foregoing, in any case in which approval by the Surviving
Corporation is required to effectuate any indemnification, the Parent shall
cause the Surviving Corporation to direct, at the election of the Indemnified
Party, that the determination of any such approval shall be made by independent
counsel selected by the Indemnified Party.

(b) Any Indemnified Party wishing to claim indemnification
under Section 6.9(a) shall provide notice to the Parent promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, PROVIDED that failure to provide such notice shall not relieve the
Parent or the Surviving Corporation of its obligations hereunder except to the
extent that the Parent or the Surviving Corporation is materially prejudiced
thereby, and the Indemnified Party shall permit the Parent (at the Parent's
expense) to assume the defense of any claim or any litigation resulting
therefrom; PROVIDED that (i) counsel for the Parent who shall conduct the
defense of such claim or litigation shall be reasonably satisfactory to the
Indemnified Party, and the Indemnified Party may participate in such defense at
such Indemnified Party's expense, and (ii) the omission by any Indemnified Party
to give notice as provided herein shall not relieve the Parent

<PAGE>

of its indemnification obligation under this Agreement except to the extent that
such omission results in a failure of actual notice to the Parent and the Parent
is materially damaged as a result of such failure to give notice. The Parent
shall not, in the defense of any such claim or litigation, except with the
consent of the Indemnified Party, consent to entry of any judgment or enter into
any settlement that provides for injunctive or other nonmonetary relief
affecting the Indemnified Party or that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability with respect to such claim or litigation. In
the event that the Parent does not accept the defense of any matter as above
provided, or counsel for the Indemnified Parties advises that there are issues
which raise conflicts of interest between the Parent or the Surviving
Corporation and the Indemnified Parties, the Indemnified Parties may retain
counsel satisfactory to them, and the Parent or the Surviving Corporation shall
pay all reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received; PROVIDED that the Parent shall not
be liable for any settlement effected without its prior written consent (which
consent shall not be unreasonably withheld). In any event, the Parent and the
Indemnified Parties shall cooperate in the defense of any

<PAGE>

action or claim subject to this Section 6.9 and the records of each shall be
available to the other with respect to such defense.

(c) For not less than six years after the Effective Time, the
Parent and the Purchaser shall maintain in effect directors' and officers'
liability insurance covering the Indemnified Parties who are currently covered
by the Company's existing directors' and officers' liability insurance, on terms
and conditions no less favorable to such directors and officers than those in
effect on the date hereof; PROVIDED that in no event shall the Parent be
required to expend in any one year an amount in excess of 150% of the annual
premiums currently paid by the Company for such insurance (the Company
represents that the annual premium is currently approximately $182,000); and,
PROVIDED, FURTHER, that if the annual premiums of such insurance coverage exceed
such amount, the Parent shall be obligated to obtain a policy with the greatest
coverage available for a cost not exceeding such amount.

6.10. EMPLOYEE BENEFITS; SEVERANCE AGREEMENTS AND PLANS. (a)
The Parent shall maintain, or cause the Surviving Corporation to maintain, until
December 31, 1996, employee benefit plans which, in the aggregate, will provide
benefits to the employees of the Company and its subsidiaries that are
substantially comparable, in the

<PAGE>

aggregate, to those provided to such employees under the employee benefit plans
of the Company in effect on the date of this Agreement, and, after December 31,
1996, will provide such employees with benefits that are consistent with those
provided to other employees of the Parent. To the extent that any employee of
the Company or its subsidiaries is to be covered by any employee benefit plan of
the Parent or its subsidiaries, such employee shall, for the purposes of
eligibility and vesting (but not accrual of benefits under such plans), be
credited with his or her years of service with the Company or its subsidiaries
as of the Effective Time and with years of service with prior employers to the
extent service with prior employers is taken into account under corresponding
plans of the Company or its subsidiaries. With respect to any employee of the
Company or its subsidiaries who becomes eligible to participate in any medical
plan of the Parent or its subsidiaries (but without creating any obligation in
the Parent or its subsidiaries to increase the medical conditions covered by any
such medical plan of the Parent or its subsidiaries), (i) no condition that
would have been covered under the applicable medical plan of the Company in
which such employee participated immediately prior to the change in coverage
shall be excluded as a pre-existing condition from coverage under any medical
plan of the Parent

<PAGE>

or its subsidiaries and (ii) amounts paid before such participation by such
employee of the Company under the applicable medical plan of the Company with
respect to the plan year in which such participation commences shall be taken
into account in applying deductibles and maximum out-of-pocket limits applicable
under the medical plan of the Parent with respect to the balance of such plan
year to the same extent as if such amounts had been paid under such medical plan
of the Parent.

(b) Parent shall honor, or cause the Company to honor,
effective upon the consummation of the Offer, the Company's obligations under
the Company's existing severance agreements dated as of September 16, 1994 with
Messrs. Diehl, Koprowski and Wolski. With respect to other employees, the
Parent shall honor, or shall cause the Company to honor, effective upon the
consummation of the Offer, the Company's Severance Plan for the Corporate Staff
and the Severance Policy for Corporate Managers (such plan and policy, the
"Severance Policies") as in effect on the date of this Agreement, including the
provisions of the Severance Policies relating to amendment or termination of the
Severance Policies. The Company represents and warrants that correct copies of
the Severance Policies have been filed as exhibits to Disclosure Statements.
The Parent acknowledges that consummation of the Offer will constitute

<PAGE>

a "Change in Control" under such severance agreements and the Severance
Policies.

6.11. STOCK OPTIONS. Prior to the acquisition of Shares
pursuant to the Offer, the Company shall make all necessary and appropriate
adjustments to (including without limitation an adjustment, reasonably
satisfactory to the Purchaser, in the number of Shares subject to outstanding
options and in the option prices per Share to reflect the change in the number
of Shares that will be outstanding following the Merger), and shall use all
reasonable efforts to obtain all necessary consents with respect to, all of the
Company's employee stock options other than any options which contain a stock
appreciation right and will therefore be converted into a right to receive cash
upon a change of control of the Company, in order that such stock options may be
cancelled and settled by the Company as provided in Section 3.5 hereof.

6.12. TRANSFER TAXES. The Surviving Corporation shall pay any
transfer Taxes payable in connection with the Merger and shall be responsible
for the preparation and filing of any required Tax Returns with respect to such
Taxes.

6.13. ANTI-TAKEOVER STATUTES. If any "fair price,"
"moratorium," "control share acquisition" or other form of anti-takeover statute
is or shall become applicable

<PAGE>

to the Offer, Merger or other transactions contemplated hereby, the Company and
the members of the Board of Directors of the Company shall grant such approvals
and take such actions as are necessary so that the Offer, Merger and other
transactions contemplated hereby may be consummated as promptly as practicable
on the terms contemplated hereby and otherwise act to eliminate or minimize the
effects of any such anti-takeover statute on the transactions contemplated
hereby.

6.14. NO AMENDMENT TO THE RIGHTS AGREEMENT. The Company
covenants and agrees that so long as this Agreement is in effect, it will not
amend the Rights Agreement or redeem the Rights or terminate the Rights
Agreement prior to the Effective Date, except as expressly contemplated by this
Agreement.

6.15. NOTIFICATION OF CERTAIN MATTERS. The Company will give
prompt notice to the Parent and the Purchaser, and the Parent and the Purchaser
will give prompt notice to the Company, of (a) the occurrence or non-occurrence
of any event likely to cause (i) any representation or warranty contained in
this Agreement to be untrue or inaccurate in any material respect, and (ii) any
failure of the Company, or of the Parent or the Purchaser, as the case may be,
to comply with or satisfy any covenant, condition or agreement to be complied
with or satisfied

<PAGE>

under this Agreement; PROVIDED, HOWEVER, that the delivery of any notice
pursuant to this Section 6.15 will not limit or otherwise affect the remedies
available under this Agreement to the party receiving such notice and (b) any
communication (written or oral) received by any director or officer of the
Company from any person that alleges any noncompliance with Environmental Laws
or any Environmental Liability on the part of the Company or any of its
subsidiaries that is material to the Company and its subsidiaries taken as a
whole.

6.16. DISPOSITION OF LITIGATION. Each of the Parent, the
Purchaser and the Company agrees promptly to use all reasonable efforts to
withdraw (and shall not refile) all pending litigation between the parties.

6.17. PROXY CONTEST. The Parent and the Purchaser agree to
withdraw (and not refile) the Schedule 14A filed with the SEC relating to the
calling of a special meeting for, among other things, the removal of the
directors of the Company.

6.18. STOCK EXCHANGE LISTING. The Parent shall use all
reasonable efforts to list on the NYSE, upon official notice of issuance, the
shares of common stock of the Parent to be issued upon exercise of the
Substitute Options.

<PAGE>

ARTICLE VII

CLOSING CONDITIONS

7.1. CONDITIONS TO THE OBLIGATIONS OF THE PARENT, THE PURCHASER
AND THE COMPANY. The respective obligations of each party to effect the Merger
shall be subject to the fulfillment at or prior to the Effective Time of the
following conditions:

(a) The Purchaser shall have purchased all Shares duly tendered
and not withdrawn pursuant to the terms of the Offer and subject to the
terms thereof; PROVIDED that the obligation of the Parent, DH Holdings
and the Purchaser to effect the Merger shall not be conditioned on the
fulfillment of the condition set forth in this subsection (a) if the
failure of the Purchaser to purchase the Shares pursuant to the Offer
shall have constituted a breach of the Offer or of this Agreement.

(b) There shall not be in effect any statute, rule or
regulation enacted, promulgated or deemed applicable by any
governmental authority of competent jurisdiction that makes
consummation of the Merger illegal and no temporary restraining order,
preliminary or permanent injunction or other order issued by any court
of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the Merger shall be in effect; PROVIDED,
HOWEVER, that

<PAGE>

each of the parties shall use all reasonable efforts to prevent the
entry of any such injunction or other order and to appeal as promptly
as possible any injunction or other order that may be entered.

(c) If required by the Company's Articles of Incorporation or
the IBCA, this Agreement shall have been approved and adopted by the
affirmative vote of the holders of the requisite number of shares of
Common Stock in accordance with the Articles of Incorporation and By-
Laws of the Company and the IBCA.

7.2. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The
obligation of the Company pursuant to this Agreement to consummate the Merger is
also subject to the Parent or the Purchaser having made all filings required
prior to the Closing (as defined below) with respect to, and having paid to the
proper taxing authorities or made adequate provision for the payment of, all
transfer Taxes payable in connection with the Merger.

ARTICLE VIII

CLOSING

8.1. TIME AND PLACE. The closing of the Merger (the "Closing")
shall take place at the offices of Debevoise & Plimpton, 875 Third Avenue, New
York, New York, as soon as

<PAGE>

practicable following satisfaction or waiver, if permissible, of the conditions
set forth in Article VII. The date on which the Closing actually occurs is
herein referred to as the "Closing Date."

8.2. FILINGS AT THE CLOSING. At the Closing, the Parent, the
Purchaser and the Company shall cause the Delaware Certificate of Merger,
together with any other documents required by law to effectuate the Merger, to
be filed with the Secretary of State of the State of Delaware in accordance with
the provisions of the GCL, and the Illinois Articles of Merger to be filed with
the Secretary of State of the State of Illinois in accordance with the IBCA,
and shall take any and all other lawful actions and do any and all other lawful
things necessary to cause the Merger to become effective.

ARTICLE IX

TERMINATION AND ABANDONMENT

9.1. TERMINATION. This Agreement may be terminated at any time
prior to the Effective Time, whether before or after approval by the
shareholders of the Company:

(a) by mutual consent of the Board of Directors of the Parent
and the Board of Directors of the Company;

<PAGE>

(b) by action of the Board of Directors of the Parent or action
of the Board of Directors of the Company if at least that number of
Shares required by the Minimum Condition shall not have been purchased
in the Offer on or before November 20, 1995, or the Merger shall not
have been consummated on or before February 20, 1996; PROVIDED,
however, that the Board of Directors of the Parent shall have no right
pursuant to this Section 9.1(b) to terminate this Agreement after the
consummation of the Offer; and PROVIDED, further, that the right to
terminate this Agreement shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Offer or the Merger, as
the case may be, to occur on or before the aforesaid dates;

(c) by either the Parent or the Company if the Offer shall
expire or terminate in accordance with its terms without any Shares
having been purchased thereunder and, in the case of termination by the
Parent, the Purchaser shall not have been required by the terms of the
Offer or this Agreement to purchase any Shares pursuant to the Offer;

(d) by the Company if (i) the Purchaser shall not timely amend
the Offer as provided in Section 1.1(a) or

<PAGE>

(ii) the Parent, DH Holdings or the Purchaser shall fail to comply in
any material respect with any of its covenants or agreements required
to be complied with by it before the date of such termination and such
failure to comply shall not be cured within four business days
following receipt by the Parent from the Company of written notice of
such failure and demand for cure;

(e) by either the Parent, the Purchaser or the Company, if any
court of competent jurisdiction in the United States or other
governmental agency of competent jurisdiction shall have issued an
order, decree or ruling or taken any other action restraining, perma-
nently enjoining or otherwise prohibiting the consummation of the Offer
or the Merger, and such order, decree, ruling or other action shall
have become final and non-appealable;

(f) by the Company if prior to the purchase of Shares pursuant
to the Offer, and after receipt of a Superior Proposal and at a time
that is after the second business day after the Parent has received
written notice from the Company advising the Parent of the Company's
receipt of a Superior Proposal, specifying the material terms and
conditions of such Superior Proposal and identifying the person making
such Superior Proposal, the Board of Directors of the

<PAGE>

Company or any committee thereof (i) shall have withdrawn or modified
in a manner adverse to the Purchaser or the Parent, and in a manner
consistent with Section 4.3(b) of this Agreement, its approval or
recommendation of the Offer, this Agreement, the Merger or any other
transaction contemplated by any of the foregoing or (ii) shall have
recommended a Superior Proposal, or (iii) shall have resolved to do any
of the foregoing; PROVIDED, HOWEVER, that such termination under this
paragraph (f) shall not be effective until the Company has made payment
to DH Holdings of the Fee (as defined in Section 9.3(a)) required to be
paid pursuant to Section 9.3(a) and has either paid to Parent $1.5
million for Expenses (the Parent hereby agrees to refund any excess of
such amount over actual Expenses) or deposited with a mutually accep-
table escrow agent $1.5 million for reimbursement to Parent, DH
Holdings and Purchaser of Expenses (as defined in Section 9.3(b)); or

(g) by the Company, upon approval of the Board of Directors of
the Company, if prior to the purchase of Shares pursuant to the Offer,
the Board of Directors of the Company shall have withdrawn or modified
in a manner adverse to Purchaser or Parent, and in a manner consistent
with Section 4.3(b) of this Agreement (in-

<PAGE>

cluding as to timing and contents of notice to the Parent with respect
to any Superior Proposal), its approval of recommendation of the Offer,
this Agreement or the Merger in order to approve the execution by the
Company of a definitive agreement providing for the acquisition of the
Company or its assets or Shares pursuant to a Superior Proposal;
PROVIDED, HOWEVER, that such termination under this paragraph (g) shall
not be effective until the Company has made payment to DH Holdings of
the Fee required to be paid pursuant to Section 9.3(a) and has either
paid to Parent $1.5 million for Expenses (the Parent hereby agrees to
refund any excess of such amount over actual Expenses) or deposited
with a mutually acceptable escrow agent $1.5 million for reimbursement
to Parent, DH Holdings and Purchaser of Expenses (as defined in Sec-
tion 9.3(b)).

9.2. PROCEDURE AND EFFECT OF TERMINATION. In the event of
termination and abandonment of the Merger by the Parent, the Purchaser or the
Company pursuant to Section 9.1, written notice thereof shall forthwith be given
to the others, and this Agreement shall terminate and the Merger shall be
abandoned, without further action by any of the parties hereto. The Purchaser
agrees that any termination by the Parent shall be conclusively binding upon it,

<PAGE>

whether given expressly on its behalf or not, and the Company shall have no
further obligation with respect to it. If this Agreement is terminated as
provided herein, no party hereto shall have any liability or further obligation
to any other party to this Agreement, PROVIDED that any termination shall be
without prejudice to the rights of any party hereto arising out of breach by any
other party of any covenant or agreement contained in this Agreement, and
PROVIDED, FURTHER, that the obligations set forth in the second sentence of Sec-
tion 1.2(a) and Sections 4.16, 5.6, 6.12, 9.3 and 10.7 shall in any event
survive any termination.

9.3. FEES AND EXPENSES. (a) In the event that:

(i) any person (including, without limitation, the Company or
any affiliate thereof) or group, other than the Parent or any affiliate
of the Parent, shall have become the beneficial owner of more than 15%
of the then outstanding Shares and thereafter this Agreement shall have
been terminated pursuant to Section 9.1 and within 12 months of such
termination a Third Party Acquisition (as hereinafter defined) shall
occur; or

(ii) any person or group shall have commenced, publicly proposed
or communicated to the Company a proposal that is publicly disclosed
for a tender or exchange offer for more than 30% (or which, assuming

<PAGE>

the maximum amount of securities which could be purchased, would result
in any person or group beneficially owning more than 30%) of the then
outstanding Shares or otherwise for the direct or indirect acquisition
of the Company or all or substantially all of its assets for per Share
consideration having a value greater than the per Share amount proposed
to be paid pursuant to the Offer hereunder and (A) the Offer shall have
remained open for at least 20 business days, (B) the Minimum Condition
shall not have been satisfied and (C) this Agreement shall have been
terminated pursuant to Section 9.1; or

(iii) this Agreement is terminated pursuant to Section 9.1(f) or
(g);

then, in any such event, the Company shall pay DH Holdings promptly (but in no
event later than one business day after the first of such events shall have
occurred) a fee of $6.0 million (the "Fee"), which amount shall be payable in
immediately available funds, plus all Expenses (as hereinafter defined);
provided that, in the case described in clause (ii) of this Section 9.3(a), if
(x) the Parent has terminated this Agreement and (y) the Board of Directors of
the Company or any committee thereof (A) shall not have withdrawn or modified in
a manner adverse to the Purchaser

<PAGE>

or the Parent its approval or recommendation of the Offer, this Agreement or the
Merger, (B) shall not have approved or recommended the proposal of the person or
group referred to in clause (ii) and (C) shall not have resolved to do any of
the foregoing, the Company shall pay to DH Holdings on such termination all
Expenses and shall pay the Fee only if, within 12 months of such termination, a
Third Party Acquisition shall occur.

(b) "EXPENSES" means all out-of-pocket expenses and fees up to
$1.5 million in the aggregate (including, without limitation, fees and expenses
payable to all banks, investment banking firms, other financial institutions and
other persons and their respective agents and counsel for arranging, committing
to provide or providing any financing for the Offer, the Merger and any
transactions contemplated thereby or structuring the transactions and all fees
of counsel, accountants, experts and consultants to Parent, DH Holdings and
Purchaser, and all printing and advertising expenses) actually incurred or
accrued by either of them or on their behalf in connection with the
transactions, including, without limitation, litigation related thereto and the
financing thereof, and actually incurred or accrued by banks, investment banking
firms, other financial institutions and other persons and assumed by Parent, DH
Holdings or Purchaser in connection with the negotiation,

<PAGE>

preparation, execution and performance of this Agreement, the structuring and
financing of the Offer, the Merger and any transactions contemplated thereby and
any litigation and any financing commitments or agreements relating thereto.

(c) Except as set forth in this Section 9.3, all costs and
expenses incurred in connection with this Agreement and the Offer, the Merger
and any transactions contemplated thereby shall be paid by the party incurring
such expenses, whether or not any Transaction is consummated.

(d) In the event that the Company shall fail to pay the Fee or
any Expenses when due, the term "Expenses" shall be deemed to include the costs
and expenses actually incurred or accrued by the Parent, DH Holdings and
Purchaser (including, without limitation, fees and expenses of counsel) in con-
nection with the collection under and enforcement of this Section 9.3, together
with interest on such unpaid Fee and Expenses, commencing on the date that the
Fee or such Expenses became due, at a rate equal to the rate of interest
publicly announced by Citibank, N.A., from time to time, in the City of New
York, as such bank's Prime Rate plus 1.00%.

(e) "THIRD PARTY ACQUISITION" means the occurrence of any of
the following events: (i) the acquisition of the Company by merger,
consolidation or other business combination transaction by any person other than
the Parent,

<PAGE>

the Purchaser or any affiliate thereof (a "THIRD PARTY"); (ii) the acquisition
by any Third Party of 50% or more (in book value or market value) of the total
assets of the Company and its subsidiaries, taken as a whole; (iii) the
acquisition by a Third Party of 50% or more of the outstanding Shares whether by
tender offer, exchange offer or otherwise; (iv) the adoption by the Company of a
plan of liquidation or the declaration or payment of an extraordinary dividend;
or (v) the repurchase by the Company or any of its subsidiaries of 50% or more
of the outstanding Shares.

ARTICLE X

MISCELLANEOUS

10.1. AMENDMENT AND MODIFICATION. Subject to applicable law,
this Agreement may be amended, modified or supplemented only by written
agreement of the Parent, DH Holdings, the Purchaser and the Company at any time
prior to the Effective Time with respect to any of the terms contained herein,
PROVIDED, that after this Agreement is adopted by the Company's shareholders
pursuant to Section 6.3, no such amendment or modification shall be made that
reduces the amount or changes the form of the Merger Consideration or otherwise
materially and adversely affects

<PAGE>

the rights of the Company's shareholders hereunder, without the further approval
of such shareholders.

10.2. WAIVER OF COMPLIANCE; CONSENTS. Any failure of the
Parent, DH Holdings or the Purchaser, on the one hand, or the Company, on the
other hand, to comply with any obligation, covenant, agreement or condition
herein may be waived by the Company or the Parent, respectively, only by a
written instrument signed by the party granting such waiver (and, in the case of
the Company, approved in accordance with the provisions of Section 1.3(c) if
applicable), but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section 10.2. Each of DH
Holdings and the Purchaser hereby agrees that any consent or waiver of com-
pliance given by the Parent hereunder shall be conclusively binding upon it,
whether given expressly on its behalf or not.

10.3. SURVIVAL OF WARRANTIES. Each and every representation and
warranty made in Article IV, other than Section 4.16 (if this Agreement is
terminated before

<PAGE>

consummation of the Offer), and Article V, other than Sections 5.2 and 5.7
(if this Agreement is terminated before consummation of the Offer), of this
Agreement shall expire with, and be terminated and extinguished by, the
Merger, or the termination of this Agreement pursuant to Section 9.1. This
Section 10.3 shall have no effect upon any other obligation of the parties
hereto, whether to be performed before or after the Closing.

10.4. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if (a) delivered personally or by
overnight courier, (b) mailed by registered or certified mail, return receipt
requested, postage prepaid, or (c) transmitted by telecopier, and in each case,
addressed to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice; provided that notices of a
change of address shall be effective only upon receipt thereof):

(a) if to the Parent, DH Holdings or the Purchaser, to

Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
Telecopy: (202) 828-0860
ATTENTION: Patrick W. Allender
Vice President and Chief
Financial Officer

<PAGE>

with a copy to

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telecopy: (212) 909-6836
ATTENTION: Meredith M. Brown

(b) if to the Company, to

Joslyn Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Telecopy: (312) 454-2905
ATTENTION: William E. Bendix
Chairman of the Board
and
Lawrence G. Wolski
Chief Executive Officer

with a copy to

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Telecopy: (312) 853-7036
ATTENTION: Thomas A. Cole
and
Jon M. Gregg

Any notice so addressed shall be deemed to be given (i) three business days
after being mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid and (ii) upon delivery, if transmitted by hand
delivery, overnight courier or telecopier.

10.5. ASSIGNMENT; PARTIES IN INTEREST. This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but

<PAGE>

neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto without the prior written consent
of the other parties (except that the Purchaser may assign to the Parent or any
other direct or indirect wholly-owned subsidiary of the Parent any and all
rights and obligations of the Purchaser under this Agreement and/or the
Purchaser's right to purchase Shares transferred pursuant to the Offer, provided
that any such assignment will not relieve the Parent or the Purchaser from any
of its obligations under this Agreement). Except for Section 5.6, which is
intended for the benefit of the Company's shareholders, and Section 6.9, which
is intended for the benefit of the Company's directors, officers, employees and
agents, this Agreement is not intended to confer upon any other person except
the parties any rights or remedies under or by reason of this Agreement.

10.6. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United

<PAGE>

States or any state having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity.

10.7. GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Illinois (regardless of the laws that might otherwise
govern under applicable principles of conflicts of law) as to all matters,
including but not limited to matters of validity, construction, effect,
performance and remedies.

10.8. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

10.9. INTERPRETATION. The article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of this Agreement. As used in this Agreement, (i) the term
"person" shall mean and include an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof; (ii) the terms "affiliate" and "associate" shall
have the meanings set forth in Rule l2b-2 of the General Rules and Regulations
promulgated under the Exchange Act; and (iii) the term "subsidiary" of any

<PAGE>

specified corporation shall mean any corporation of which the outstanding
securities having ordinary voting power to elect a majority of the board of
directors are directly or indirectly owned by such specified corporation; and
(iv) the phrase "to the knowledge" of any specified corporation shall refer only
to the actual knowledge of the directors or officers of such corporation.

10.10. ENTIRE AGREEMENT. This Agreement, including the annexes
and the exhibits and schedules to this Agreement, and the Confidentiality
Agreement, embody the entire agreement and understanding of the parties hereto
in respect of the subject matter contained herein and supersedes all prior
agreements and the understandings between the parties with respect to such
subject matter.

<PAGE>

IN WITNESS WHEREOF, the Parent, DH Holdings, the Purchaser and
the Company have caused this Agreement to be signed by their respective duly
authorized officers as of the date first above written.

DANAHER CORPORATION

By /s/ Patrick W. Allender
------------------------
Name: Patrick W. Allender
Title: Chief Financial Officer

DH HOLDINGS CORP.

By /s/ Patrick W. Allender
------------------------
Name: Patrick W. Allender
Title: Vice President and Treasurer

TK ACQUISITION CORPORATION

By /s/ Patrick W. Allender
------------------------
Name: Patrick W. Allender
Title: Vice President and Treasurer

JOSLYN CORPORATION

By /s/ Wayne M. Koprowski
------------------------
Name: Wayne M. Koprowski
Title: Vice President, General
Counsel and Secretary

<PAGE>

ANNEX A

CONDITIONS TO THE OFFER. Notwithstanding any other provision of
the Offer, the Purchaser shall not be required to accept for payment, or,
subject to any applicable rules and regulations of the Securities and Exchange
Commission (the "Commission"), including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered shares
after the termination or withdrawal of the Offer), to pay for any Shares not
theretofore accepted for payment or paid for, and the Purchaser may (subject to
the terms of the Merger Agreement) amend or terminate the Offer as to such
Shares not theretofore accepted for payment or paid for (subject to any such
applicable rules and regulations of the COMMISSION) (i) unless there are validly
tendered and not properly withdrawn prior to the expiration of the Offer that
number of Shares which, when aggregated with the Shares currently owned by the
Parent and any of its subsidiaries, represents at least two-thirds of the Shares
on a fully-diluted basis, or (ii) if at any time on or after the date of the
Merger Agreement and at or before the time that the particular Shares are
accepted for payment (whether or not any other Shares shall theretofore have
been accepted for payment or paid for pursuant to the Offer) any of the
following conditions exists:

<PAGE>

making of the Offer, the acceptance for payment of, payment for, or
ownership, directly or indirectly, of some or all of the Shares by the
Parent or the Purchaser, the consummation of any of the transactions
contemplated by the Merger Agreement or materially delaying the Merger;
(ii) prohibiting or materially limiting the ownership or operation by
the Company or any of its subsidiaries that owns a material portion of
the business and assets of the Company and its subsidiaries taken as a
whole, or by the Parent, the Purchaser or any of the Parent's
subsidiaries of all or any material portion of the business or assets
of the Company and its subsidiaries taken as a whole or the Parent and
its subsidiaries taken as a whole, or compelling the Purchaser, the
Parent or any of the Parent's subsidiaries to dispose of or hold
separate all or any material portion of the business or assets of the
Company and its subsidiaries taken as a whole or the Parent and its
subsidiaries taken as a whole, as a result of the transactions
contemplated by the Offer or the Merger Agreement; (iii) imposing
limitations on the ability of the Purchaser, the Parent or any of the
Parent's subsidiaries effectively to acquire or hold or to exercise
full rights of ownership of Shares including, without limitation, the
right to vote any

<PAGE>

Shares acquired or owned by the Parent or the Purchaser or any of the
Parent's subsidiaries on all matters properly presented to the
shareholders of the Company, including, without limitation, the
adoption and approval of the Merger Agreement and the Merger or the
right to vote any shares of capital stock of any subsidiary (other than
immaterial subsidiaries) directly or indirectly owned by the Company;
(iv) requiring divestiture by the Parent or the Purchaser, directly or
indirectly, of any Shares; or (v) which could reasonably be expected to
materially adversely affect the business, financial condition or
results of operations of the Company and its subsidiaries taken as a
whole or the value of the Shares or of the Offer to the Purchaser or
the Parent;

(b) there shall have occurred, or the Purchaser shall have
become aware of any fact that has had, or could reasonably be expected
to have, a Material Adverse Effect;

(c) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market in the United
States, (ii) a decline of at least 20% in either the Dow Jones Average
of Industrial Stocks or the Standard & Poor's

<PAGE>

500 index from that existing at the close of business on August 18,
1995, (iii) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (iv) any limitation
(whether or not mandatory) by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign,
on, or any other event that could reasonably be expected to materially
adversely affect, the extension of credit by banks or other lending
institutions in the United States or (v) a commencement of a war or
armed hostilities or other national or international calamity directly
or indirectly involving the United States which would reasonably be
expected to have a Material Adverse Effect or prevent (or materially
delay) the consummation of the Offer;

(d) (i) it shall have been publicly disclosed
or the Purchaser shall have otherwise learned that beneficial
ownership (determined for the purposes of this paragraph as set
forth in Rule 13d-3 promulgated under the Exchange Act) of 15% or
more of the outstanding Shares has been acquired by any
corporation (including the Company or any of its subsidiaries or
affiliates), partnership, person or other entity or group (as de-
fined in Section 13(d)(3) of the Exchange

<PAGE>

Act), other than the Parent or any of its affiliates, or (ii) (A) the
Board of Directors of the Company or any committee thereof shall have
withdrawn or modified in a manner adverse to the Parent or the
Purchaser the approval or recommendation of the offer, the Merger or
the Merger Agreement, or approved or recommended any takeover proposal
or any other acquisition of Shares other than the Offer and the Merger,
(B) any such corporation, partnership, person or other entity or group
shall have entered into a definitive agreement or an agreement in
principle with the Company with respect to a tender offer or exchange
offer for any Shares or a merger, consolidation or other business
combination with or involving the Company or (C) the Board of Directors
of the Company or any committee thereof shall have resolved to do any
of the foregoing;

(e) any of the representations and warranties of the Company
set forth in the Merger Agreement that are qualified as to materiality
shall not be true and correct or any such representations and
warranties that are not so qualified shall not be true and correct in
any material respect, in each case as if such representations and
warranties (other than representations and warranties made as of a
specified date) were made at the time of such determination;

<PAGE>

(f) the Company shall have failed to perform in any material
respect any obligation or to comply in any material respect with any
agreement or covenant of the Company to be performed or complied with
by it under the Merger Agreement prior to the time of such
determination; or

(g) the Merger Agreement shall have been terminated in
accordance with its terms or the Offer shall have been terminated with
the consent of the Company;

which, in the good faith sole judgment of the Purchaser with respect to each and
every matter referred to above and regardless of the circumstances (including
any action or inaction by the Purchaser or any of its affiliates not incon-
sistent with the terms hereof and the terms of the Merger Agreement) giving rise
to any such condition, makes it inadvisable to proceed with the Offer or with
such acceptance for payment of or payment for Shares or to proceed with the
Merger.

The foregoing conditions are for the sole benefit of the
Purchaser and may be asserted by the Purchaser regardless of the circumstances
giving rise to any such condition or may be waived by the Purchaser in whole or
in part at any time and from time to time in its sole discretion (subject to the
terms of the Merger Agreement). The failure by the Purchaser at any time to
exercise any of

<PAGE>

the foregoing rights shall not be deemed a waiver of any such right, the waiver
of any such right with respect to particular facts and other circumstances shall
not be deemed a waiver with respect to any other facts and circumstances, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time.

ANNEX B

Form BCA-11.25 ARTICLES OF MERGER CONSOLIDATION OR EXCHANGE
(Rev. Jan. 1995)
File #
----------------------------------------------------------------------------------------------------------------------------------
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services THIS SPACE FOR USE BY
Springfield, IL 62756 SECRETARY OF STATE
Telephone (217) 782-6961
--------------------------------------- -------------------------------------

DO NOT SEND CASH! Date
Remit payment in check or money order,
payable to "Secretary of State."
Filing Fee $
Filing Fee is $100, but if merger or
consolidation of more than 2
corporations, $50 for each additional
corporation. Approved:
----------------------------------------------------------------------------------------------------------------------------------

merge
1. Names of the corporations proposing to consolidate , and the state or county of their incorporation
exchange shares

Name of Corporation State or Country Corporation File No.
Of Incorporation

Joslyn Corporation Illinois 54950853
----------------------------------------------- -------------------------- ------------------------
TK Acquisition Delaware
----------------------------------------------- -------------------------- ------------------------

----------------------------------------------- -------------------------- ------------------------

2. The laws of the state or country under which each corporation is incorporated permit such merger, consolidation or exchange.

3. (a) Name of the Surviving corporation: Joslyn Corporation
----------------------------------------------------------------------

(b) It shall be governed by the laws of: Illinois
-----------------------------------------------------------------------------------

4. Plan of Merger is as follows:

SEE EXHIBIT A ATTACHED HERETO.
IF NOT SUFFICIENT SPACE TO COVER THIS POINT, AND ONE OR MORE SHEETS OF THIS SIZE.
<PAGE>

5. Plan of Merger was approved, as to each corporation not organized in Illinois, in compliance with the laws of
the state under which it is organized, and (b) as to each Illinois corporation, as follows:

(THE FOLLOWING ITEMS ARE NOT APPLICABLE TO MERGERS UNDER SECTION 11.30-90% OWNED SUBSIDIARY PROVISIONS. SEE ARTICLE 7.)

(ONLY "X" ONE BOX FOR EACH CORPORATION)

By the shareholders, a reso-
lution of the board of direc-
tors having been duly adopted By written consent of the
and submitted to a vote at a shareholders having not less
meeting of share-holders. than the minimum number of
Not less than the minimum votes required by statute and
number of votes required by by the articles of By all written consent
statute and by the articles incorporation. Shareholders of ALL the share-holders
of incorporation voted in who have not consented in entitled to vote on the
favor of the action taken. writing have been given action, in accordance
notice in accordance with with Section 7.10 &
(Section 11.20) Section 7.10 (Section 11.220) Section 11.20

Name of Corporation
--------------------------- ----------------------------- ----------------------------- -------------------------
Joslyn Corporation / / / / / /
---------------------------
/ / / / / /
---------------------------
/ / / / / /
---------------------------
/ / / / / /
---------------------------
/ / / / / /
---------------------------

6. (NOT APPLICABLE IF SURVIVING, NEW OR ACQUIRING CORPORATION IS AN ILLINOIS CORPORATION)

It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of the
State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in the State of Illinois in any proceeding for the
enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the
merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of
any such corporation organized under the laws of the State of Illinois against the surviving, new or acquiring
corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the
surviving, new or acquiring corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized
under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to
which they shall be entitled under the provisions of "The Business Corporation Act of 1983" of the State of Illinois with
respect to the rights of dissenting shareholders.

7. (COMPLETE THIS ITEM IF REPORTING A MERGER UNDER SECTION 11.30-90% OWNED SUBSIDIARY PROVISIONS.)

a. The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of
each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Total Number of Shares Number of Shares of Each Class
Name of Corporation Outstanding Owned Immediately Prior to
of Each Class Merger by the Parent Corporation

-------------------------------------------- ----------------------------------- ----------------------------------------

b. (Not applicable to 100% owned subsidiaries)
The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging
subsidiary corporation was ______________________, 19_______.

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of
all subsidiary corporations received? / / Yes / / No

(IF THE ANSWER IS "NO," THE DUPLICATE COPIES OF THE ARTICLES OF MERGER MAY NOT BE DELIVERED TO THE SECRETARY OF STATE
UNTIL AFTER 30 DAYS FOLLOWING THE MAILING OF A COPY OF THE PLAN OF MERGER AND OF THE NOTICE OF THE RIGHT TO DISSENT TO THE
SHAREHOLDERS OF EACH MERGING SUBSIDIARY CORPORATION.)

8. The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom affirms,
under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.)

Dated , 1995 Joslyn Corporation
------------------------------------------- ---- -------------------------------------------------------
(Exact Name of Corporation)

attested by by

--------------------------------------------------- -------------------------------------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)

--------------------------------------------------- -------------------------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)

Dated , 1995 TK Acquisition Corporation
------------------------------------------- ---- -------------------------------------------------------
(Exact Name of Corporation)

attested by by

--------------------------------------------------- -------------------------------------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)

--------------------------------------------------- -------------------------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)

Dated , 19
------------------------------------------- ---- -------------------------------------------------------
(Exact Name of Corporation)

attested by by

--------------------------------------------------- -------------------------------------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)

--------------------------------------------------- -------------------------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)

</TABLE>

<PAGE>

Form BCA-14.35 REPORT FOLLOWING MERGER OR
(Rev. Jan. 1991) CONSOLIDATION
File #
--------------------------------------------------------------------------------
George H. Ryan DO NOT SEND CASH
Secretary of State
Department of Business Services
Springfield, IL 62756 This space for use by
Telephone (217) 782-6961 Secretary of State
-------------------------------- -------------------------
Date
Remit payment in check
or money order, payable
to "Secretary of State." Franchise Tax $
Filing Fee $
Penalty $
Interest $

Approved:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

1. CORPORATE NAME:
------------------------------------------------------------
2. STATE OR COUNTRY OF INCORPORATION
------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

3. Issued shares of each corporation party to the merger prior to the merger:

Corporation Class Series Par Value Number of Shares
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

4. Paid-in Capital of each corporation party to the merger prior to the
merger:

Corporation Paid-in Capital
--------------------------------------------------------------------------------
$
--------------------------------------------------------------------------------
$
--------------------------------------------------------------------------------
$
--------------------------------------------------------------------------------
$
--------------------------------------------------------------------------------
$
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

5. Description of the merger: (include effective date and a brief explanation
of the conversion as stated in the plan of merger).

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

6. Issued shares after merger:

Class Series Par Value Number of Shares
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

7. Paid-in Capital of the surviving or new corporation: $

("Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus
and is equal to the total of these accounts.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

ITEM 8 MUST BE SIGNED

8. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.

Dated , 19
------------------- ---- --------------------------------------
(Exact Name of Corporation)

attested by by
----------------------- ------------------------------------
(Signature of Secretary or (Signature of President or Vice
Assistant Secretary) President)

----------------------- ------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)

<PAGE>
EXHIBIT A

PLAN OF MERGER

This Plan of Merger is by and between TK Acquisition Corporation, a Delaware
corporation and an indirect wholly-owned subsidiary of Danaher Corporation
(hereinafter sometimes referred to as "TKA" or the "Merged Corporation"), and
Joslyn Corporation, an Illinois corporation (hereinafter sometimes referred to
as "Joslyn" or the "Surviving Corporation"). TKA and Joslyn are sometimes
individually referred to as a "Constituent Corporation" and collectively as the
"Constituent Corporations."

WHEREAS, the Constituent Corporations desire that TKA merge with and into
Joslyn (hereinafter referred to as the "Merger") upon the terms and subject to
the conditions herein set forth and in accordance with the laws of the States of
Delaware and Illinois; and

WHEREAS, the Board of Directors and the shareholders of each Constituent
Corporation have approved and adopted this Plan of Merger.

NOW, THEREFORE, the Constituent Corporations do hereby covenant and agree to
this Plan of Merger as follows:

ARTICLE I
THE MERGER

On the effective date of the Merger (the "Effective Date"), the Constituent
Corporations agree that the following actions shall be taken:

1.1 In accordance with the applicable provisions of the laws of the State of
Illinois and the State of Delaware, TKA shall be merged with and into Joslyn,
which shall be the Surviving Corporation.

1.2 The Articles of Incorporation of Joslyn as amended as of August 20, 1995
shall be the Articles of Incorporation of the Surviving Corporation until
thereafter amended, altered or repealed as provided therein and by applicable
law, except that ARTICLE FOUR thereof shall be amended to reduce the authorized
capital stock of the Surviving Corporation to 1,100 Shares of Common Stock, par
value $1.25 per Share.

1.3 The By-laws of Joslyn as amended as of August 20, 1995 shall continue to
be and constitute the By-laws of the Surviving Corporation until thereafter
amended, altered or repealed as provided therein and by applicable law.

1.4 The directors of TKA immediately prior to the Effective Date shall be
the directors of the Surviving Corporation each to hold office in accordance
with the Articles of Incorporation and By-laws of the Surviving Corporation.

1.5 The officers of Joslyn immediately prior to the Effective Date shall be
the officers of the Surviving Corporation each to hold office in accordance with
the Articles of Incorporation and By-laws of the Surviving Corporation.

ARTICLE II
MODE OF MERGER

The mode of carrying into effect the Merger provided for in this Plan of
Merger and the manner and basis of converting shares of the Constituent
Corporations are as follows:

2.1 JOSLYN COMMON STOCK. (a) Subject to Section 2.6, each share of Common
Stock of Joslyn, par value $1.25 per share (each, a "Share," and collectively,
the "Shares") issued and outstanding immediately prior to the Effective Date
(except for Shares then owned beneficially or of record by Danaher Corporation
or TKA or any other subsidiary of Danaher Corporation and except for Dissenting
Shares (as defined below), shall, by virtue of the Merger and without any action
on the part of the holder thereof, be converted into the right to receive $34.00
($34.00 being referred to hereinafter as
<PAGE>
the "Merger Consideration") in cash payable to the holder thereof, without
interest thereon, upon surrender of the certificate representing such Share. As
used in this Article II, "Share" and "Shares" shall include the associated
Common Stock Purchase Rights.

(b) Each Share issued and outstanding immediately prior to the Effective
Date which is then owned beneficially or of record by Danaher Corporation or TKA
or any other subsidiary of Danaher Corporation shall, by virtue of the Merger
and without any action on the part of the holder thereof, be canceled and
retired and cease to exist, without any conversion thereof.

(c) Each Share issued and held in Joslyn's treasury immediately prior to the
Effective Date shall, by virtue of the Merger, be canceled and retired and cease
to exist, without any conversion thereof.

(d) On the Effective Date, the holders of certificates representing Shares
shall cease to have any rights as shareholders of Joslyn, except such rights, if
any, as they may have pursuant to the Illinois Business Corporation Act (the
"IBCA"), and, except as aforesaid, their sole right shall be the right to
receive cash as aforesaid.

2.2 DISSENTING SHARES. Notwithstanding anything in this Plan of Merger to
the contrary, any Shares which are outstanding immediately prior to the
Effective Date and which are held by shareholders who have not voted such Shares
in favor of the approval and adoption of this Plan of Merger and who shall have
properly demanded appraisal of such Shares in the manner provided in Section
11.70 of the IBCA ("Dissenting Shares"), if applicable, shall not be converted
into or be exchangeable for the right to receive the Merger Consideration, but
the holders thereof shall be entitled to payment of the appraised value of such
Shares in accordance with the provisions of Section 11.70 of the IBCA; PROVIDED,
HOWEVER, that (i) if any holder of Dissenting Shares shall subsequently deliver
a written withdrawal of his demand for appraisal of such Shares, or (ii) if any
holder fails to establish his entitlement to appraisal rights as provided in
Sections 11.65 and 11.70 of the IBCA, or (iii) if any such holder shall, for any
other reason, become ineligible for such appraisal, then such holder shall
forfeit the right to appraisal of such Shares and each such Share shall
thereupon be deemed to have been converted into and to have become exchangeable
for, as of the Effective Date, the right to receive the Merger Consideration,
without any interest thereon. Joslyn shall not settle or compromise any claim
for dissenters' rights prior to the Effective Date without the prior written
consent of Danaher Corporation and TKA.

2.3 TKA COMMON STOCK. Each share of common stock, par value $.01 per share
("TKA Common Stock"), of TKA issued and outstanding immediately prior to the
Effective Date shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into and exchangeable for one fully paid and
non-assessable share of common stock, par value $1.25 per share ("Surviving
Corporation Common Stock"), of the Surviving Corporation. From and after the
Effective Date, each outstanding certificate theretofore representing shares of
TKA Common Stock shall be deemed for all purposes to evidence ownership of and
to represent the same number of shares of Surviving Corporation Common Stock.

2.4 EXCHANGE OF SHARES. (a) Prior to the Effective Date, TKA shall, and
Danaher Corporation shall cause TKA to, deposit in trust with the depositary for
the Offer, or with a bank or trust company with offices in New York, New York,
Chicago, Illinois or Washington, District of Columbia designated by TKA and
having capital, surplus and undivided profits of at least $100,000,000 (the
"Exchange Agent"), cash in an aggregate amount equal to the product of (i) the
number of Shares issued and outstanding immediately prior to the Effective Date
(other than any such Shares owned beneficially or of record by Danaher
Corporation or TKA or any other subsidiary of Danaher Corporation and other than
Dissenting Shares), and (ii) the Merger Consideration (such amount being
hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall,
pursuant to irrevocable instructions reasonably satisfactory to Joslyn and its
counsel, make the payments provided for in Section 2.1 out of the Exchange Fund.
The Exchange Agent shall invest the Exchange Fund as Danaher Corporation
directs, in direct obligations of the United States of America, obligations for
which the full faith and credit of the United States of America is pledged to
provide for the payment of all principal and

2
<PAGE>
interest, commercial paper obligations receiving the highest rating from either
Moody's Investors Services, Inc. or Standard & Poor's Corporation, or
certificates of deposit, bank repurchase agreements or banker's acceptances of
commercial banks with capital exceeding $10,000,000,000. The Exchange Fund shall
not be used for any other purpose except as provided in this Plan.

(b) Promptly after the Effective Date, the Surviving Corporation shall cause
the Exchange Agent to mail to each record holder (other than Danaher
Corporation, TKA or any other subsidiary of Danaher Corporation) as of the
Effective Date of an outstanding certificate or certificates which immediately
prior to the Effective Date represented Shares (the "Certificates"), a form
letter of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon proper delivery
of the Certificates to the Exchange Agent) and instructions for use in effecting
the surrender of the Certificates for payment therefor. Upon surrender to the
Exchange Agent of a Certificate, together with such letter of transmittal duly
executed, the holder of such Certificate shall be entitled to receive in
exchange therefor cash in an amount equal to the product of the number of Shares
represented by such Certificate and the Merger Consideration, less any
applicable withholding tax, and such Certificate shall forthwith be canceled. No
interest shall be paid or accrued on the cash payable upon the surrender of the
Certificates. If payment is to be made to a person other than the person in
whose name the Certificate surrendered is registered, it shall be a condition of
payment that the Certificate so surrendered shall be properly endorsed or
otherwise in proper form for transfer and that the person requesting such
payment shall pay any transfer or other taxes required by reason of the payment
to a person other than the registered holder of the Certificate surrendered or
establish to the satisfaction of the Exchange Agent and the Surviving
Corporation that such tax has been paid or is not applicable. Until surrendered
in accordance with the provisions of this Section 2.4, each Certificate (other
than Certificates representing Shares owned beneficially or of record by Danaher
Corporation, TKA or any other subsidiary of Danaher Corporation and other than
Certificates representing Dissenting Shares in respect of which appraisal rights
are perfected) shall represent for all purposes the right to receive the Merger
Consideration in cash multiplied by the number of Shares evidenced by such
Certificate, without any interest thereon.

(c) After the Effective Date there shall be no transfers on the stock
transfer books of the Surviving Corporation of the Shares which were outstanding
immediately prior to the Effective Date. If, after the Effective Date,
Certificates (other than Certificates representing Shares owned beneficially or
of record by Danaher Corporation, TKA or any other subsidiary of Danaher
Corporation and other than Dissenting Shares) are presented to the Surviving
Corporation, they shall be canceled and exchanged for cash as provided in this
Article II, subject to applicable law in the case of Dissenting Shares.

(d) Any portion of the Exchange Fund which remains unclaimed by the
shareholders of Joslyn for 180 days after the Effective Date (including any
interest received with respect thereto) shall be repaid to the Surviving
Corporation, upon demand. Any shareholders of Joslyn who have not theretofore
complied with Section 2.4(b) shall thereafter look only to the Surviving
Corporation (subject to abandoned property, escheat or other similar laws) for
payment of their claim for the Merger Consideration per Share, without any
interest thereon, but shall have no greater rights against the Surviving
Corporation than may be accorded to general creditors of the Surviving
Corporation under Illinois law.

2.5 PAYMENT OF CHARGES AND EXPENSES. The Surviving Corporation shall pay
all charges and expenses, including those of the Exchange Agent, in connection
with the exchange of cash for Shares.

2.6 EMPLOYEE STOCK OPTIONS. Subject to and in accordance with the terms of
the Joslyn Corporation Non-Employee Director Stock Option Plan and any related
option agreement, with respect to each stock option for 1,000 shares granted
within the six month period preceding the closing of the Merger each at an
exercise price of $24.75 per share to each non-employee director who is subject
to the provisions of Sections 16(a) and 16(b) of the Securities Exchange Act of
1934, as amended, Danaher Corporation shall provide each such director with an
option to purchase 1,000 shares of Danaher Corporation's Common Stock (the
"Alternative Options"). Each Alternative Option shall

3
<PAGE>
(a) be in substitution for, and cancellation of, such stock options granted
under the stock option plan of Joslyn (the "Canceled Options"); (b) be in the
form of Annex A hereto; and (c) be immediately exercisable in full at an
exercise price of $22.625 per share of Danaher Corporation's Common Stock.
Subject to and in accordance with the terms of the applicable stock option plan
of Joslyn and any relation option agreement, immediately prior to the Effective
Date, each holder of an outstanding option to purchase Shares granted under any
employee stock option plan of Joslyn, other than a Canceled Option or any other
option with a stock appreciation right exercisable upon a change of control of
Joslyn, whether or not then exercisable, shall be entitled to receive from the
Surviving Corporation for each Share subject to such option, in cancellation of
such option, an amount in cash equal to the excess, if any, of the Merger
Consideration over the per Share exercise price of such option without interest
thereon, subject to all applicable tax withholding requirements, and such option
shall thereupon be canceled. Subject to the foregoing, each option or other
equity award with respect to shares of Common Stock outstanding on the Effective
Date under any stock option or other equity plan, program or agreement of Joslyn
shall automatically terminate and be canceled upon consummation of the Merger.
Danaher Corporation shall cause the Surviving Corporation to make all payments
required by this Section 2.6.

2.7 ADJUSTMENT OF MERGER CONSIDERATION. In the event of any
reclassification, recapitalization, stock split or stock dividend with respect
to the Common Stock (or if a record date with respect to any of the foregoing
shall occur) prior to the Effective Date, appropriate and proportionate
adjustments, if any, shall be made to the amount of Merger Consideration per
Share, and all references to the Merger Consideration in this Agreement shall be
deemed to be to the Merger Consideration as so adjusted.

ARTICLE III
FURTHER ASSURANCES

If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest in
the Surviving Corporation the title to any property or rights of the Merged
Corporation, the proper officers and directors of the Merged Corporation shall,
and will execute and make all such proper assignments and assurances in law and
do all things necessary or proper to effectuate the Merger.

ARTICLE IV
AMENDMENTS

Notwithstanding approval of this Plan of Merger by the directors of the
Constituent Corporations and adoption thereof by the shareholders of the
Constituent Corporations, the Boards of Directors of the Constituent
Corporations may amend this Plan of Merger by written agreement at any time
prior to the Effective Date; provided that any such amendment made subsequent to
the adoption of this Plan by the shareholders of either Constituent Corporation
shall not alter the Merger Consideration provided in Article II above or
otherwise materially and adversely affect the rights of Joslyn's shareholders
thereunder without the further approval of such shareholders.

<PAGE>

ANNEX C

DANAHER CORPORATION

NON-QUALIFIED STOCK OPTION AND AGREEMENT

Under the terms and conditions of the Joslyn Corporation Non-
Employee Director Stock Plan ("Stock Plan") approved by the Board of Directors
of Joslyn Corporation ("Joslyn") on February 8, 1995, and by the Shareholders of
Joslyn Corporation on April 26, 1995, Joslyn granted an option to purchase
Common Shares of Joslyn to the non-employee Director of Joslyn listed below (the
"Director"). Pursuant to Section 3.5 of the Agreement and Plan of Merger among
Danaher Corporation ("Danaher"), DH Holdings Corp., TK Acquisition Corporation
and Joslyn, such option was cancelled and the option to purchase shares of
Common Stock, par value $.01 per share, of Danaher ("Danaher Shares")
represented by this Agreement was substituted therefor.

To the following Director: ___________________________________

For the following Number of Danaher Shares: __________________________

At the following Option Price: $__________________________________

Effective Date (date of grant): April 26, 1995

Earliest Exercise Date: The date of this Agreement

Expiration Date: April 25, 2005

Except as provided below, the Danaher Shares subject to this Non-
Qualified Stock Option ("NQSO") Agreement may be purchased by the Director, in
whole or in part, at any time on or after the Earliest Exercise Date and before
the Expiration Date.

This NQSO is not assignable or transferable except upon the death
of the Director. The NQSO will expire on the date which is six (6) months after
the date the Director ceases to be a Director of Joslyn. If the Directorship
ceases by reason of mandatory retirement, the NQSO will expire within two years
after the date the Director ceases to be a Director. In the event the
directorship ceases by reason of disability, the NQSO may be exercised within
one year by the person or persons to whom the Director's rights

<PAGE>

shall pass by will or by applicable law. In no event, however, shall any option
be exercisable after the expiration date of the term of such option.

In consideration of the granting of this NQSO by the Corporation,
the Director acknowledges:

(a) that this Agreement shall not give the Director any right
to continue to be a Director of Joslyn;

(b) that any taxable income resulting from the exercise shall
not be considered income from retirement plans, welfare plans, deferred
compensation agreements, stock option plans, bonuses, or any other benefit or
compensation plan in which a benefit or amount is a function of income;

(d) that this NQSO is subject to the other terms and conditions
contained herein or in the Stock Plan incorporated herein by reference and to
restrictions on disposition of Danaher Shares acquired upon exercise as may be
required by any applicable law; and

(e) that in the event of any conflict or inconsistency between
this Agreement and the Stock Plan, the provisions of the Stock Plan shall
control.

Any exercise of this NQSO, in whole or in part, shall be made in
writing, specifying the number of Danaher Shares to be purchased and the date on
which the purchase shall be made. The notice of exercise shall be given to
Danaher by mailing or delivering such notice to the chief executive offices of
Danaher, 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037 (or at such
other address as may then be the address of the such chief executive offices),
attention of the Secretary, at least fifteen days and not more than twenty days
prior to the exercise date, along with payment of the full purchase price of
such Danaher Shares. Payment of the Option Price may be made in cash, Danaher
Shares or any other form approved by the Stock Option Committee.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed on
________________, 1995

DANAHER CORPORATION

By:_________________________
Name:____________________
Title:___________________

ATTEST:

_____________________________________
Name:________________________________
Title:_______________________________

By:_________________________
Director

<PAGE>

DANAHER AND JOSLYN AGREE TO
DANAHER ACQUISITION OF JOSLYN AT $34 PER SHARE

FOR IMMEDIATE RELEASE

WASHINGTON, D.C., and CHICAGO, ILLINOIS, August 21, 1995. Danaher
Corporation (NYSE: DHR) and Joslyn Corporation (NASDAQ: JOSL) today announced a
definitive merger agreement under which Danaher is amending its outstanding
tender offer to increase the offer price from $32 to $34 per share for all
outstanding Joslyn shares and stock purchase rights not owned by Danaher.
Holders of any Joslyn shares not owned by Danaher after the tender offer will
receive $34 per share in a merger. The transaction has a total equity value,
including the approximately 8.6% of Jolsyn's shares already owned by Danaher, of
approximately $245 million.

The directors of Joslyn have unanimously approved the amended Danaher
offer and the merger and recommended that Joslyn shareholders accept the offer
and tender their shares. Goldman, Sachs & Co., Joslyn's financial adviser, has
delivered to Joslyn's directors its opinion that the consideration to be paid to
Joslyn's Shareholders in the amended tender offer and the merger is fair to
Joslyn's shareholders.

"We look forward to the combination of Joslyn and Danaher," George M.
Sherman, President and Chief Executive Officer of Danaher, said. "Joslyn's
business complements businesses we are engaged in. Our strong preference has
been for

<PAGE>

a negotiated transaction, and we're glad to have reached an agreement with
Joslyn."

William E. Bendix, Chairman of the Board of Joslyn and L.G. Wolski,
Joslyn's Chief Executive Officer, said: "Joslyn's directors believe Danaher's
amended offer is fair to Joslyn's shareholders and is in their best interests.
The price Danaher is paying represents an increase over its original offer and a
premium of 37% over the closing price before Danaher publicly proposed to
acquire Joslyn for $32 per share."

Joslyn's directors have taken appropriate actions so that Joslyn's
common stock purchase rights will not be triggered by the amended offer or by
the merger, and so that certain sections of the Illinois Business Corporation
Act will not apply to the offer or the merger. The amended tender offer remains
subject to the requirement that at least two-thirds of Joslyn's shares, on a
fully diluted basis, are tendered, and to certain other conditions.

Danaher's original tender offer was scheduled to expire on Friday,
August 18. The amended offer will expire at midnight, New York City time, on
Friday, September 1, unless the offer is further extended. Danaher said that
approximately 237,134 Joslyn shares had been tendered by the close of business
on August 18.

Joslyn Corporation, founded in 1902, provides electric power quality,
protection, switch, control and distribution products to the electric utility,
telecommunications and industrial markets.

-2-

<PAGE>

Danaher is a leading manufacturer of tools, process/equipment
controls, and transportation products.

CONTACT:

Danaher Corporation: Joslyn Corporation:
Patrick W. Allender William J. Rotenberry
Chief Financial Officer Director of Corporate
(202) 828-0850 Development
(312) 454-2931

<PAGE>
August 20, 1995

Board of Directors
Joslyn Corporation
30 South Wacker Drive
Chicago, IL 60606

Gentlemen:

You have requested our opinion as to the fairness to the holders (other than
Danaher Corporation and its subsidiaries ("Danaher")) of the outstanding shares
of common stock, par value $1.25 per share (the "Shares"), of Joslyn Corporation
(the "Company") of the $34.00 per Share in cash proposed to be paid by Danaher
in the Tender Offer and the Merger (as defined below) pursuant to the Agreement
and Plan of Merger dated as of August 20, 1995 among Danaher, DH Holdings Corp.,
a wholly-owned subsidiary of Danaher, TK Acquisition Corporation, also a
wholly-owned subsidiary of Danaher, and the Company (the "Agreement"). The
Agreement provides for a tender offer for all of the Shares (the "Tender Offer")
pursuant to which Danaher will pay $34.00 per Share in cash for each Share
accepted. The Agreement further provides that following completion of the Tender
Offer, TK Acquisition Corporation will be merged into the Company (the "Merger")
and each outstanding Share (other than Shares already owned by Danaher) will be
converted into the right to receive $34.00 in cash.

Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having acted as its financial advisor in connection
with, and having participated in certain of the negotiations leading to, the
Agreement. We have also provided certain investment banking services to Danaher
from time to time and may do so in the future. Goldman Sachs is a full service
securities Firm and in the course of its trading activities it may from time to
time effect transactions and hold positions in the securities of the Company and
Danaher.

In connection with this opinion, we have reviewed, among other things, the
Agreement; Danaher's Offer to Purchase, dated July 24, 1995; Annual Reports to
Stockholders and Annual Reports on Form 10-K of the Company for the five years
ended December 31, 1994; certain interim reports to stockholders and Quarterly
Reports on Form 10-Q of the Company; certain other communications from the
Company to its stockholders; and certain internal financial analyses and
forecasts for the Company prepared by its management. We also have held
discussions with members of the senior management of the Company regarding its
past and current business operations, financial condition and future prospects.
In addition, we have reviewed the reported price and trading activity for the
Shares, compared certain financial and stock market information for the Company
with similar information for certain other companies the securities of which are
publicly traded, reviewed the financial terms of certain recent business
combinations in the electrical products industry specifically and in other
industries generally and performed such other studies and analyses as we
considered appropriate.

We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. In addition, we have not made an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries and we have not been furnished with any such evaluation or
appraisal.

Based upon the foregoing and such other matters as we consider relevant, it
is our opinion that as of the date hereof the $34.00 per Share in cash to be
received by the holders of Shares (other than Danaher) in the Tender Offer and
the Merger pursuant to the Agreement is fair to such holders.

Very truly yours,

/s/ GOLDMAN, SACHS & CO.
--------------------------
Goldman, Sachs & Co.

<PAGE>

SECOND AMENDMENT TO RIGHTS AGREEMENT

SECOND AMENDMENT, dated as of August 20, 1995 (the "Amendment"), to
the Rights Agreement dated as of February 10, 1988, as amended as of September
2, 1994 (the "Rights Agreement"), between Joslyn Corporation, an Illinois
corporation (the "Corporation"), and The First National Bank of Chicago, a
national banking association (the "Rights Agent");

Pursuant to and in compliance with Section 26 of the Rights Agreement,
the Corporation and the Rights Agent desire to amend the Rights Agreement as set
forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
hereby agree as follows:

1. Section 1(a) of the Rights Agreement is hereby further amended to
add the following at the end of the existing language thereof:

"Anything in this Agreement to the contrary notwithstanding,
"Acquiring Person" shall not include Danaher Corporation ("Danaher"),
DH Holdings Corp., a wholly-owned subsidiary of Danaher ("DH"), or TK
Acquisition Corporation, a wholly-owned subsidiary of DH ("TK"), or
any Affiliates or Associates of Danaher, DH or TK, by virtue of any
one of the following events ("Permitted Events"): (A) the execution
and delivery of

<PAGE>

the Agreement and Plan of Merger among Danaher, DH, TK and the
Corporation, dated as of August 20, 1995 and any amendments thereto in
accordance with its terms (the "Merger Agreement"), pursuant to which,
among other things, (1) TK will offer to purchase all of the issued
and outstanding shares of Common Stock (with its associated Rights)
(the "Offer"), followed by (2) a merger of TK with and into the
Corporation (the "Merger"), (B) any amendment to the Merger Agreement
in accordance with the terms thereof, or (C) the announcement,
commencement or consummation of the Offer or (D) the consummation of
any one or more of the Merger and the transactions contemplated by the
Merger Agreement."

2. Section 1(i) of the Rights Agreement is hereby amended by adding
the phrase ", but shall not include any one or more of the Permitted Events.".

3. Section 1(j) of the Rights Agreement is hereby amended by adding
the phrase ", but shall not include any one or more of the Permitted Events.".

4. Section 3(a) of the Rights Agreement is hereby further amended by
inserting the phrase "(other than the Offer)" following the word "offer" in line
8 therein.

5. Section 3(c) of the Rights Agreement is hereby further amended by
inserting the phrase "and as of August 20, 1995" following the phrase "February
10, 1988 and amended as of September 2, 1994" in line 6 of the legend set forth
therein.

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<PAGE>

6. The Rights Agreement is hereby amended to add a new Section 34
which shall read in its entirety as follows:

"Section 34. TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
Anything in this Agreement to the contrary notwithstanding, neither
the acquisition of beneficial ownership of the Common Stock of the
Corporation pursuant to the Offer, the Merger and the consummation of
the transactions contemplated by the Merger Agreement, nor the
occurence of any one or more of the Permitted Events shall cause
Danaher, DH, TK or any Affiliates or Associates of Danaher, DH or TK
to be deemed an Acquiring Person or to give rise to a Distribution
Date, a Section 11(a)(ii) Event, a Section 13 Event or a Stock
Acquisition Date."

7. The Form of Rights Certificate attached to the Rights Agreement as
Exhibit A is hereby amended by inserting after the phrase "1988 and amended as
of September 2, 1994" in line 2 of page A-2 thereof the phrase "and amended as
of August 20, 1995".

8. This Amendment shall be governed by and construed in accordance
with the laws of the State of Illinois.

9. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

10. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify,

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<PAGE>

amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above written.

JOSLYN CORPORATION

By:/s/ Wayne M. Koprowski
Name: Wayne M. Koprowski
Title: Vice President

THE FIRST NATIONAL BANK OF
CHICAGO

By:/s/ Peter Sablich
Name: Peter Sablich
Title: Vice President

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<PAGE>
[JOSLYN LOGO]

30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606

August 22, 1995

Dear Shareholder:

We are pleased to report that on August 20, 1995, Joslyn Corporation entered
into a merger agreement with Danaher Corporation and two of its subsidiaries
that provides for the acquisition of Joslyn by Danaher at a price of $34 per
share. Under the terms of the proposed transaction, a Danaher subsidiary is
commencing a cash tender offer for all outstanding shares of Joslyn common stock
at $34 per share.

Following the successful completion of the tender offer and upon approval by
shareholder vote, if required, the Danaher subsidiary will be merged with Joslyn
and all shares not purchased in the tender offer will be converted into the
right to receive $34 per share in cash in the merger.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE DANAHER OFFER AND
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE
BEST INTERESTS OF JOSLYN SHAREHOLDERS (OTHER THAN DANAHER AND ITS SUBSIDIARIES).
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL JOSLYN
SHAREHOLDERS ACCEPT THE DANAHER OFFER AND TENDER THEIR SHARES TO DANAHER.

In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors. These factors, among others, included the
fact that $34 per share represents a premium of 37% over the Joslyn closing
price before Danaher publicly disclosed its intent to acquire Joslyn,
management's assessment with the advice of its advisors of various alternatives,
and the opinion of Goldman, Sachs & Co., Joslyn's financial advisor, that the
consideration of $34 per share to be received by the shareholders (other than
Danaher and its subsidiaries) in the Danaher offer and the merger is fair to
Joslyn shareholders. We urge shareholders to read the accompanying Goldman,
Sachs opinion in its entirety.

ACCOMPANYING THIS LETTER IS A COPY OF THE COMPANY'S AMENDMENT NO. 3 TO ITS
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ALSO ENCLOSED IS THE
ORIGINAL AND AMENDED DANAHER OFFER TO PURCHASE AND RELATED MATERIALS, INCLUDING
A LETTER OF TRANSMITTAL FOR USE IN TENDERING SHARES. WE URGE YOU TO READ THE
ENCLOSED MATERIALS CAREFULLY. THE MANAGEMENT AND DIRECTORS OF JOSLYN THANK YOU
FOR THE SUPPORT YOU HAVE GIVEN TO THE BOARD AND TO YOUR COMPANY.

On behalf of the Board of Directors,
Sincerely yours,
William E. Bendix
L.G. Wolski