AMENDMENT 2001-1

                              BECKMAN COULTER, INC.
                           EXECUTIVE RESTORATION PLAN



            WHEREAS, Beckman Coulter, Inc. (the "Company") maintains the
Beckman Coulter, Inc. Executive Restoration Plan (as amended and restated
effective as of September 1, 1998 the "Plan");  and

            WHEREAS, the Company has the right to amend the Plan and the Company
desires to amend the Plan to reflect the availability of "catch-up"
contributions to the Company's Savings Plan, and to provide that elections under
the Plan will remain in force from year to year unless changed by the
participant;

            NOW, THEREFORE, the Plan is amended, effective as of January 1,
2002, as follows:

            1.    Section 2.1 is amended by adding the following to the end
of the section:

            "Effective January 1, 2002, an Eligible Employee who is eligible to
      make catch-up contributions (as described in Code Section 414(v)) under
      the 401(k) Plan shall commence the deferrals under this Plan only if the
      Eligible Employee satisfies the requirements of the preceding sentence and
      has made all such catch-up contributions."

            2.    Section 3.1(b) is amended by adding the following to the
end of the section:

            "Effective for any elections which are applicable to deferrals
      during Plan Years beginning on or after January 1, 2002, such elections
      shall stay in force for subsequent Plan Years, unless the Eligible
      Employee changes or revokes the election as provided herein."

            3.    Section 3.1(f) is amended by adding the following to the
end of the section:

            "Any deferral election made with respect to deferrals for Plan Years
      beginning on or after January 1, 2002, shall remain in effect and, except
      as provided in Subsection 3.1(g), be irrevocable, notwithstanding any
      change in the Participant's Salary or Bonus, for (i) the entire Plan Year
      for which it is effective, and (ii) each entire subsequent Plan Year,
      unless, prior to the commencement of such subsequent Plan Year, the
      Participant makes a new election pursuant to Section 3.1(b)."

            4.    Section 3.1(g) is amended to read as follows:

            "(g) EMERGENCY CESSATION OF DEFERRALS. Notwithstanding anything else
      contained herein to the contrary, a Participant may discontinue his or her
      Salary and Bonus deferrals under the Plan at any time, provided that the
      Participant also ceases to make any before-tax deferrals, after-tax
      contributions, and if applicable, catch-up contributions under the 401(k)
      Plan and the Beckman Coulter, Inc. Executive Deferred Compensation Plan.
      Such discontinuance of deferrals, after-tax contributions and catch-up
      contributions, will remain in effect for the remainder of the current Plan
      Year and the following Plan Year."

            5.    Section 3.2 is amended by adding the following to the end
of the Section:

            "Effective for Plan Years commencing on or after January 1, 2002,
      Participants shall make separate elections of the percentage deferrals
      under this Plan and the 401(k) Plan."