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                                                                   EXHIBIT 10.65
                                AMENDMENT 2002-2
                       BECKMAN COULTER, INC. SAVINGS PLAN

         WHEREAS, Beckman Coulter, Inc. (the "Company") maintains the Beckman
Coulter, Inc. Savings Plan (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan to (1) adopt a "good
faith" amendment to reflect the changes made by the enactment of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), (2) adopt
provisions reflecting the enactment of final regulations governing minimum
required distributions, (3) designate a portion of the Plan as an employee stock
ownership plan, and allow participants the right to elect to withdraw dividends
paid on Beckman Coulter, Inc. stock with respect to the ESOP portion of the
Plan, and (4) conform the claims procedures set forth in the Plan to changes in
the Department of Labor's claims procedure regulations;

         NOW, THEREFORE, the Plan is hereby amended effective as set forth
below:

                  1.       The definition of "Plan Compensation" contained in
Section 1.2 of the Plan is amended effective January 1, 2002 by adding the
following to the end of the section:

                  "Effective for Plan Years beginning on or after January 1,
                  2002, the Maximum Compensation Limitation shall not exceed
                  $200,000, as adjusted for cost of living increases in
                  accordance with Section 401(a)(17)(B) of the Code."

                  2.       The definition of "Severance From Service" and
"Severance From Service Date" contained in Section 1.2 of the Plan is hereby
amended effective January 1, 2002 by adding the following to the end thereof:

                  "Any severance from employment occurring on or after January
                  1, 2002 shall be considered a Severance From Service."

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                  3.       Section 3.1(e)(1) is hereby amended effective January
1, 2002 by adding the following to the end of the section:

                  "Effective January 1, 2002, the limitation on Before-Tax
                  Savings Contributions shall be the limitation contained in
                  Section 402(g) of the Code. Contributions permitted under
                  Section 3.10 of the Plan and Section 4.14(v) of the Code shall
                  not be deemed to violate such limitation."

                  4.       Section 3.4(d) is hereby amended effective January 1,
2002 by adding the following to the end of the section:

                  "The multiple use test described in this subsection and in
                  Treasury Regulation Section 1.401(m)-2 shall not apply for
                  Plan Years beginning on or after January 1, 2002."

                  5.       Section 3.6(a) of the Plan is hereby amended
effective January 1, 2002 by adding the following to the end of the section:

                  "Effective January 1, 2002, and subject to the other
                  requirements of this section, the Plan will accept rollovers
                  from a qualified plan described in section 401(a) or 403(a) of
                  the Code, excluding after-tax employee contributions, an
                  annuity contract described in Section 403(b) of the Code,
                  excluding after tax employee contributions, an eligible plan
                  under Section 457(b) of the Code which is maintained by a
                  state, political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of the
                  state, and an individual retirement account or annuity
                  described in Section 408(a) or 408(b) of the Code to the
                  extent that the distribution from such plan is eligible to be
                  rolled over and would otherwise be includable in gross
                  income."

                  6.       The following is hereby added to the end of Section
3.10, effective January 1, 2002:

                  "Except as provided herein, Catch-Up Contributions are subject
                  to the Plan provisions governing Before-Tax Savings
                  Contributions."

                  7.       Section 6.1 is amended effective July 15, 2002 by
adding the following to the end of the section:

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                  "A withdrawal under this Section 6.1 may be taken only in cash
                  to the extent the After-Tax Savings Account being withdrawn is
                  not invested in stock of the Company. To the extent the
                  After-Tax Savings Account being withdrawn is invested in stock
                  of the Company, the Participant may specify that the
                  withdrawal be paid in cash and/or in kind in 10% increments,
                  provided that no fractional shares or units shall be
                  distributed in kind. To the extent that the amount being
                  withdrawn is invested in stock of the Company, the amount to
                  be withdrawn shall be adjusted so that the amount reflects the
                  proceeds of the sale of full shares and/or units."

                  8.       Section 6.3 is amended effective July 15, 2002 by
adding the following to the end of the section:

                  "A withdrawal under this Section 6.3 may be taken only in cash
                  to the extent the Account being withdrawn is not invested in
                  stock of the Company. To the extent the Account being
                  withdrawn is invested in stock of the Company, the Participant
                  may specify that the withdrawal be paid in cash and/or in kind
                  in 10% increments, provided that no fractional shares or units
                  shall be distributed in kind. To the extent that the amount
                  being withdrawn is invested in stock of the Company, the
                  amount to be withdrawn shall be adjusted so that the amount
                  reflects the proceeds of the sale of full shares and/or
                  units."

                  9.       Section 6.4(b) is amended effective July 15, 2002 by
adding the following to the end of the section:

                  "A withdrawal under this Section 6.4 may be taken only in cash
                  to the extent the Account being withdrawn is not invested in
                  stock of the Company. To the extent the Account being
                  withdrawn is invested in stock of the Company, the Participant
                  may specify that the withdrawal be paid in cash and/or in kind
                  in 10% increments, provided that no fractional shares or units
                  shall be distributed in kind. To the extent that the amount
                  being withdrawn is invested in stock of the Company, the
                  amount to be withdrawn shall be adjusted so that the amount
                  reflects the proceeds of the sale of full shares and/or
                  units."

                  10.      The first sentence of Section 6.4(c) is hereby
amended effective January 1, 2002 to read as follows:

                  "If a Participant makes a withdrawal pursuant to this Section
                  6.4, he shall be unable to elect that any Before-Tax Savings

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                  Contributions or After-Tax Savings Contributions or any other
                  employee contributions be made on his behalf under the Plan or
                  under any other plan maintained by the Company or a Related
                  Company until the first day of the first pay period occurring
                  twelve months following his withdrawal or longer if applicable
                  under other plan rules; provided, however, that for a
                  Participant who receives a distribution after December 31,
                  2001 under this Section 6.4, the limitation on the ability to
                  make contributions under this Plan or under any other plan
                  maintained by the Company or a Related Company shall be six
                  months, rather than twelve months."

                  11.      The following is hereby added to the end of Section
6.4(c), effective January 1, 2002:

                  "For a Participant who receives a distribution after December
                  31, 2001 under this Section 6.4, the limitation under Code
                  Section 402(g) referred to in Section 3.1(e) shall not be
                  adjusted in the taxable year of the Participant commencing
                  after the withdrawal."

                  12.      Section 6.8(f) is hereby amended effective July 15,
2002 to read as follows:

                  "If the Participant does not specify the form of any
                  withdrawal which may be made in cash and/or shares, the
                  withdrawal shall be made in cash."

                  13.      Section 6.12 is hereby amended effective January 1,
2002 by adding the following to the end of the section:

                  (f)      Modification of Direct Rollover Rules.

                           (1)      Effective Date. This Section shall apply to
                  distributions made after December 31, 2001.

                           (2)      Modification of Definition of Eligible
                  Retirement Plan. For purposes of the direct rollover
                  provisions in this Section 6.12, an Eligible Retirement Plan
                  shall also mean an annuity contract described in Section
                  403(b) of the Code and an eligible plan under Section 457(b)
                  of the Code which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state or political subdivision of a state and which agrees to
                  separately account for amounts transferred into such plan from
                  this Plan. The definition of Eligible Retirement Plan shall
                  also apply in the case of a distribution to a surviving

                                      -4-

<PAGE>

                  spouse, or to a spouse or former spouse who is the alternate
                  payee under a qualified domestic relations order, as defined
                  in Section 414(p) of the Code.

                           (3)      Modification of Definition of Eligible
                  Rollover Distribution to Exclude Hardship Distributions. For
                  purposes of the direct rollover provisions in this Section
                  6.12, any amount that is distributed on account of hardship
                  shall not be an Eligible Rollover Distribution and the
                  distributee may not elect to have any portion of such a
                  distribution paid directly to an Eligible Retirement Plan.

                           (4)      Modification of Definition of Eligible
                  Rollover Distribution to Include After-Tax Employee
                  Contributions. For purposes of the direct rollover provisions
                  in this Section 6.12, a portion of a distribution shall not
                  fail to be an Eligible Rollover Distribution merely because
                  the portion consists of after-tax employee contributions which
                  are not includible in gross income. However, such portion may
                  be transferred only to an individual retirement account or
                  annuity described in Section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in Section
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible."

                  14.      The following new Section 6.13 is hereby added to the
Plan effective July 15, 2002:

                  6.13.    Employee Stock Ownership Plan Provisions.

                  (a)      Designation as Employee Stock Ownership Plan. The
                  portion of the Plan invested in the Beckman Coulter Stock Fund
                  at any time is hereby designated as a Stock Bonus Plan and an
                  Employee Stock Ownership Plan.

                  (b)      All cash dividends on Company Stock allocated to
                  Participants' Accounts shall be subject to an election of the
                  Participants or, if applicable, their Beneficiaries
                  ("Participant's Election"). Under the Participant's Election,
                  the dividends shall be paid to the Plan and reinvested in the
                  Beckman Coulter Stock Fund, except for dividends allocated to
                  any Participant or, if applicable, Beneficiary who elects that
                  such dividends be distributed by the Plan in cash. Such
                  Participant's Election shall be made in a manner prescribed by
                  the Committee (which may

                                      -5-

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                  include a designation through electronic media). Former
                  Employees who have partially-vested Account(s) remaining in
                  the Plan shall not be entitled to make the Participant's
                  Election, and the Participant's Election shall not apply to
                  the Retirement Plus portion of the Plan.

                  (c)      A Participant or Beneficiary may make or change his
                  Participant's Election at any time prior to the last business
                  day before the date a dividend is payable. Unless a
                  Participant's election specifies that the dividend shall be
                  paid in cash, the dividend with respect to a Participant shall
                  be paid to the Plan and reinvested in the Beckman Coulter
                  Stock Fund.

                  (d)      If a Participant or Beneficiary makes a Participant's
                  Election to receive a distribution of dividends in cash, such
                  distribution shall be made to such Participant or Beneficiary
                  at the time determined by the Committee, but no later than 90
                  days after the close of the Plan Year in which the dividend is
                  paid to the Plan. Notwithstanding any other provision of this
                  Plan, a Participant or Beneficiary shall be fully vested in
                  any dividend subject to a Participant's Election, regardless
                  of whether the Participant or Beneficiary elects a cash
                  distribution or reinvestment with respect to such dividend.

                  (e)      A Participant having a balance in the Beckman Coulter
                  Stock Fund in an Account subject to the Participant's Election
                  is entitled to a withdrawal under Section 6.4 only if the
                  Participant elects to receive dividends in cash under a
                  Participant's Election. A Participant who otherwise qualifies
                  for a withdrawal under Section 6.4 shall be permitted to make
                  a new Participant's Election to elect a cash distribution upon
                  applying for a withdrawal under Section 6.4."

                  15.      Sections 7.3(a)(9)(iii)-(vi) are hereby amended to
read as follows effective January 1, 2003:

                  "(iii)   Every claim for benefits which is denied shall be
                  denied by written notice setting forth in a manner calculated
                  to be understood by the claimant (1) the specific reason or
                  reasons for the denial, (2) specific references to any
                  provisions of the Plan on which the denial is based, (3) a
                  description of any additional material or information
                  necessary for the claimant to perfect his claim with an
                  explanation of why such material or information is necessary,
                  and (4) an explanation of the procedure for further reviewing
                  the denial of the claim under the Plan, including a statement
                  of the right of

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<PAGE>

                  the claimant to bring an action under Section 502(a) of ERISA
                  following an adverse benefit determination on review.

                  (iv)     The Committee shall establish a procedure for review
                  of claim denials, such review to be undertaken by the
                  Committee. The review given after denial of any claim shall be
                  a full and fair review with the claimant or his duly
                  authorized representative having 60 days after receipt of
                  denial of his claim to request such review. Claimant shall
                  have the right to submit documents, records, issues, comments
                  and other information in writing which relates to the claim
                  for benefits, all of which shall be taken into account
                  regardless of whether it was submitted in the initial benefit
                  determination. The claimant shall be provided upon request and
                  at no charge reasonable access to, and copies of, all
                  documents, records and other information relevant to the
                  claimant's claim for benefits. The review shall take into
                  account all comments, documents, records and other information
                  submitted by the claimant, regardless of whether such
                  information was submitted or considered in the initial benefit
                  determination.

                  (v)      The Committee shall establish a procedure for
                  issuance of a decision by the Committee not later than 60 days
                  after receipt of a request for review from a claimant unless
                  special circumstances (i.e., such as the need to hold a
                  hearing) require an extension of time for processing the
                  claim. If the Committee determines that an extension of time
                  for processing is required, written notice of the extension
                  shall be furnished to the claimant prior to the termination of
                  the initial 60 day period. The extension notice shall indicate
                  the special circumstances requiring an extension of time and
                  the date by which the Plan expects to render the determination
                  on review. In no event shall such extension exceed a period of
                  60 days from the end of the initial period.

                  (vi)     The Committee shall provide a claimant with written
                  notice of the Plan's benefit determination on review. In the
                  case of an adverse benefit determination, the notification
                  shall set forth, in a manner calculated to be understood by
                  the claimant (1) the specific reason or reasons for the
                  adverse determination; (2) reference to the specific plan
                  provisions on which the benefit determination is based; (3) a
                  statement that the claimant is entitled to receive, upon
                  request and free of charge, reasonable access to, and copies
                  of, all documents, records, and other information relevant to
                  the claimant's claim for benefits; (4) a statement of the
                  claimant's right to bring an action under Section 502(a) of
                  ERISA."

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<PAGE>

                  16.      The last two sentences of Section 4 of Appendix D
(relating to loans from Pre-1991 Accounts) are hereby deleted, effective January
1, 2002.

                  17.      Section 5(f) of Appendix D is hereby deleted,
effective January 1, 2002.

                  18.      The following Appendix G is hereby added to the Plan
effective January 1, 2002:

                                   "APPENDIX G

           AMENDMENT OF THE PLAN FOR MINIMUM DISTRIBUTION REQUIREMENTS

                                    PREAMBLE

                  A.       Adoption and effective date of amendment. This
                  amendment of the Plan is adopted to reflect certain provisions
                  of the Code Section 401(a)(9) regulations ("Regulations").
                  This amendment is intended as good faith compliance with the
                  requirements of the Regulations and is to be construed in
                  accordance with the Regulations and guidance issued
                  thereunder. Except as otherwise provided, this amendment shall
                  be effective as of the first day of the first Plan Year
                  beginning January 1, 2002.

                  B.       Supersession of inconsistent provisions. This
                  amendment shall supersede the provisions of the Plan to the
                  extent those provisions are inconsistent with the provisions
                  of this amendment.

                  G.1      GENERAL RULES.

                  (a)      Effective Date. The provisions of this article will
                  apply for purposes of determining required minimum
                  distributions for calendar years beginning with the 2003
                  calendar year.

                  (b)      Coordination with Minimum Distribution Requirements
                  Previously in Effect. Required minimum distributions for years
                  through 2001 were made in accordance with the version of the
                  Regulations proposed in 1987. Required minimum distributions
                  for 2002 were made in accordance with the version of the
                  Regulations proposed in 2001. Required minimum distributions
                  for 2003 and subsequent years will be made in accordance with
                  the final Regulations.

                  (c)      Precedence. The requirements of this Appendix G will
                  take precedence over any inconsistent provisions of the Plan
                  provided that this Appendix G shall not be considered to allow
                  a participant

                                      -8-

<PAGE>

                  or beneficiary to delay a distribution or elect an optional
                  form of benefit not otherwise provided in the Plan.

                  (d)      Requirements of Treasury Regulations Incorporated.
                  All distributions required under this article will be
                  determined and made in accordance with the Treasury
                  regulations under Section 401(a)(9) of the Internal Revenue
                  Code.

                  (e)      TEFRA Section 242(b)(2) Elections. Notwithstanding
                  the other provisions of this article, distributions may be
                  made under a designation made before January 1, 1984, in
                  accordance with Section 242(b)(2) of the Tax Equity and Fiscal
                  Responsibility Act (TEFRA) and the provisions of the Plan that
                  relate to Section 242(b)(2) of TEFRA.

                  G.2      Time and Manner of Distribution.

                  (a)      Required Beginning Date. The participant's entire
                  interest will be distributed, or begin to be distributed, to
                  the participant no later than the participant's required
                  beginning date.

                  (b)      Death of Participant Before Distributions Begin.
                  If the participant dies before distributions begin, the
                  participant's entire interest will be distributed, or begin to
                  be distributed, no later than as follows:

                           (i)      If the participant's surviving spouse is the
                  participant's sole designated beneficiary, then, except as
                  provided elsewhere in this Appendix G, distributions to the
                  surviving spouse will begin by December 31 of the calendar
                  year immediately following the calendar year in which the
                  participant died, or by December 31 of the calendar year in
                  which the participant would have attained age 70 1/2, if
                  later.

                           (ii)     If the participant's surviving spouse is not
                  the participant's sole designated beneficiary, then, except as
                  provided elsewhere in this Appendix G, distributions to the
                  designated beneficiary will begin by December 31 of the
                  calendar year immediately following the calendar year in which
                  the participant died.

                           (iii)    If there is no designated beneficiary as of
                  September 30 of the year following the year of the
                  participant's death, the participant's entire interest will be
                  distributed by December 31 of the calendar year containing the
                  fifth anniversary of the participant's death.

                                      -9-

<PAGE>

                           (iv)     If the participant's surviving spouse is the
                  participant's sole designated beneficiary and the surviving
                  spouse dies after the participant but before distributions to
                  the surviving spouse begin, this Section G.2(b), other than
                  Section G.2(b)(i), will apply as if the surviving spouse were
                  the participant.

                  For purposes of this Section G.2(b) and Section G.4, unless
                  Section G.2(b)(iv) applies, distributions are considered to
                  begin on the participant's required beginning date. If Section
                  G.2(b)(iv) applies, distributions are considered to begin on
                  the date distributions are required to begin to the surviving
                  spouse under Section G.2(b)(i).

                  (c)      Forms of Distribution. Unless the participant's
                  interest is distributed in the form of a single sum on or
                  before the required beginning date, as of the first
                  distribution calendar year distributions will be made in
                  accordance with Sections G.3 and G.4 of this article.

                  G.3      Required Minimum Distributions During Participant's
                  Lifetime.

                  (a)      Amount of Required Minimum Distribution For Each
                  Distribution Calendar Year. During the participant's lifetime,
                  the minimum amount that will be distributed for each
                  distribution calendar year is the lesser of:

                           (i)      the quotient obtained by dividing the
                  participant's account balance by the distribution period in
                  the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9
                  of the Treasury regulations, using the participant's age as of
                  the participant's birthday in the distribution calendar year;
                  or

                           (ii)     if the participant's sole designated
                  beneficiary for the distribution calendar year is the
                  participant's spouse, the quotient obtained by dividing the
                  participant's account balance by the number in the Joint and
                  Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
                  Treasury regulations, using the participant's and spouse's
                  attained ages as of the participant's and spouse's birthdays
                  in the distribution calendar year.

                  (b)      Lifetime Required Minimum Distributions Continue
                  Through Year of Participant's Death. Required minimum
                  distributions will be determined under this Section G.3
                  beginning with the first distribution calendar year and up to
                  and including the distribution calendar year that includes the
                  participant's date of death.

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<PAGE>

                  G.4      Required Minimum Distributions After Participant's
                  Death.

                  (a)      Death On or After Date Distributions Begin.

                           (i)      Participant Survived by Designated
                  Beneficiary. If the participant dies on or after the date
                  distributions begin and there is a designated beneficiary, the
                  minimum amount that will be distributed for each distribution
                  calendar year after the year of the participant's death is the
                  quotient obtained by dividing the participant's account
                  balance by the longer of the remaining life expectancy of the
                  participant or the remaining life expectancy of the
                  participant's designated beneficiary, determined as follows:

                                    (A)     The participant's remaining life
                  expectancy is calculated using the age of the participant in
                  the year of death, reduced by one for each subsequent year.

                                    (B)     If the participant's surviving
                  spouse is the participant's sole designated beneficiary, the
                  remaining life expectancy of the surviving spouse is
                  calculated for each distribution calendar year after the year
                  of the participant's death using the surviving spouse's age as
                  of the spouse's birthday in that year. For distribution
                  calendar years after the year of the surviving spouse's death,
                  the remaining life expectancy of the surviving spouse is
                  calculated using the age of the surviving spouse as of the
                  spouse's birthday in the calendar year of the spouse's death,
                  reduced by one for each subsequent calendar year.

                                    (C)     If the participant's surviving
                  spouse is not the participant's sole designated beneficiary,
                  the designated beneficiary's remaining life expectancy is
                  calculated using the age of the beneficiary in the year
                  following the year of the participant's death, reduced by one
                  for each subsequent year.

                           (ii)     No Designated Beneficiary. If the
                  participant dies on or after the date distributions begin and
                  there is no designated beneficiary as of September 30 of the
                  year after the year of the participant's death, the minimum
                  amount that will be distributed for each distribution calendar
                  year after the year of the participant's death is the quotient
                  obtained by dividing the participant's account balance by the
                  participant's remaining life expectancy calculated using the
                  age of the participant in the year of death, reduced by one
                  for each subsequent year.

                  (b)      Death Before Date Distributions Begin.

                           (i)      Participant Survived by Designated
                  Beneficiary. Except as provided elsewhere in this Appendix G,
                  if the participant

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<PAGE>

                  dies before the date distributions begin and there is a
                  designated beneficiary, the minimum amount that will be
                  distributed for each distribution calendar year after the year
                  of the participant's death is the quotient obtained by
                  dividing the participant's account balance by the remaining
                  life expectancy of the participant's designated beneficiary,
                  determined as provided in Section G.4(a).

                           (ii)     No Designated Beneficiary. If the
                  participant dies before the date distributions begin and there
                  is no designated beneficiary as of September 30 of the year
                  following the year of the participant's death, distribution of
                  the participant's entire interest will be completed by
                  December 31 of the calendar year containing the fifth
                  anniversary of the participant's death.

                           (iii)    Death of Surviving Spouse Before
                  Distributions to Surviving Spouse Are Required to Begin. If
                  the participant dies before the date distributions begin, the
                  participant's surviving spouse is the participant's sole
                  designated beneficiary, and the surviving spouse dies before
                  distributions are required to begin to the surviving spouse
                  under Section G.2(b)(i), this Section G.4(b) will apply as if
                  the surviving spouse were the participant.

                  G.5      Definitions.

                  (a)      Designated Beneficiary. The individual who is
                  designated as the beneficiary under Section 2.4 of the Plan is
                  the designated beneficiary under Section 401(a)(9) of the
                  Internal Revenue Code and Section 1.401(a)(9)-4, Q&A-1, of the
                  Treasury regulations.

                  (b)      Distribution Calendar Year. A calendar year for which
                  a minimum distribution is required. For distributions
                  beginning before the participant's death, the first
                  distribution calendar year is the calendar year immediately
                  preceding the calendar year which contains the participant's
                  required beginning date. For distributions beginning after the
                  participant's death, the first distribution calendar year is
                  the calendar year in which distributions are required to begin
                  under Section G.2(b) The required minimum distribution for the
                  participant's first distribution calendar year will be made on
                  or before the participant's required beginning date. The
                  required minimum distribution for other distribution calendar
                  years, including the required minimum distribution for the
                  distribution calendar year in which the participant's required
                  beginning date occurs, will be made on or before December 31
                  of that distribution calendar year.

                                      -12-

<PAGE>

                  (c)      Life Expectancy. Life expectancy as computed by use
                  of the Single Life Table in Section 1.401(a)(9)-9 of the
                  Treasury regulations.

                  (d)      Participant's Account Balance. The account balance as
                  of the last valuation date in the calendar year immediately
                  preceding the distribution calendar year (valuation calendar
                  year) increased by the amount of any contributions made and
                  allocated or forfeitures allocated to the account balance as
                  of dates in the valuation calendar year after the valuation
                  date and decreased by distributions made in the valuation
                  calendar year after the valuation date. The account balance
                  for the valuation calendar year includes any amounts rolled
                  over or transferred to the Plan either in the valuation
                  calendar year or in the distribution calendar year if
                  distributed or transferred in the valuation calendar year.

                  (e)      Required Beginning Date. The Required Beginning Date
                  means April 1 of the calendar year following the later of (a)
                  the calendar year in which the participant attains age seventy
                  and a half (70 1/2), or (b) the calendar year in which the
                  employee retires. In the case of a participant who is a five
                  percent (5%) owner (as defined in Section 416 of the Code)
                  with respect to the Plan ending in the calendar year in which
                  the participant turns 70 1/2, the Required Beginning Date
                  shall be April 1 of the calendar year following the calendar
                  year in which the participant turns 70 1/2.

                  G.6      Effective Date of Plan Amendment for Section 401(a)
                  (9) Final and Temporary Treasury Regulations.

                  (a)      Appendix G, Minimum Distribution Requirements,
                  applies for purposes of determining required minimum
                  distributions for distribution calendar years beginning with
                  the 2002 calendar year (as set forth specifically in Section
                  G.1(b), above)."

                                      -13-

<PAGE>

         IN WITNESS WHEREOF, this Amendment 2002-2 is hereby adopted this 20th
day of December, 2002.

                                   BECKMAN COULTER, INC.

                                    By:     /s/ Fidencio M. Mares
                                       ---------------------------------
                                            Fidencio M. Mares

                                   Its:  Vice President, Human Resources
                                       ---------------------------------

                                      -14-