Exhibit 4.18


AMENDMENT 2005-1


BECKMAN COULTER, INC.

2004 LONG-TERM PERFORMANCE PLAN


(Amendment of the Plan Regarding Annual Grants to
Non-Employee Directors)


WHEREAS, Beckman
Coulter, Inc., a Delaware corporation (the “Company”), maintains the
Beckman Coulter, Inc. 2004 Long-Term Performance Plan (the “Plan”);


WHEREAS,
pursuant to Section 9 of the Plan, the Board of Directors of the Company
has the right to amend the Plan; and


WHEREAS,
the Board of Directors of the Company deems it desirable to amend the Plan to
provide for an automatic grant of (i) a nonqualified stock option to
purchase 4,000 shares of the Company’s common stock (the “Common Shares”) and (ii) a
stock unit award with respect to 700 Common Shares, to each non-employee
director of the Company who is in office as of the first trading day on the New
York Stock Exchange in each calendar year, commencing in 2006, during the term
of the Plan.


NOW, THEREFORE, the Plan is hereby amended, effective December 31,
2005, as follows:


1.          Section 6 is hereby amended and restated to read in
its entirety as follows:


“6.                        Director
Formula Plan.


6.1                       Participation.   Awards
under this Section 6 shall be granted to each member of the Board who is
not, and has not been, an officer or employee of the Company or any subsidiary
for a period of at least one year (an “Eligible Director”),
exclusively in accordance with the provisions set forth below and subject to
the limitations in Section 3. Options granted pursuant to Section 6.2
and stock units granted pursuant to Section 6.3 will be evidenced by award
agreements the forms of which have been approved by the Board.


6.2                       Annual
Option Grants.   Subject to adjustments under Section 6.5, each
Eligible Director in office on the first day of trading on the New York Stock
Exchange in each calendar year during the term of this Plan, commencing in
2006, shall automatically be granted at the close of trading on that day
(without any action by the Administrator) a nonqualified stock option (the
grant date of which will be such date) to purchase 4,000 Common Shares. Subject
to adjustments under Section 6.5, if an Eligible Director first takes
office after December 31, 2005 and
other than on or before the first day of trading on the New York Stock Exchange
in the year in which he or she first takes office, the Eligible Director shall
be granted (without any action by the Administrator) a nonqualified stock option
(the grant date of which will be the date he or she first takes office) to
purchase 400 Common Shares, or if greater, the number of Common Shares
determined by multiplying 4,000 by (i) the number of days remaining after
the grant date until the following January 2 (provided that such number
shall not be greater than 365), divided by (ii) 365, then rounded to the
next whole number.


6.2.1             Exercise Price.   The purchase price per
share covered by each option granted pursuant to this Section 6.2 shall be
100 percent of the fair market value of a Common Share on the grant date. The
exercise price of any option granted under this Section 6.2 shall be paid
in full at the time of each purchase in cash or by check or in Common Shares
valued at their fair market value on the date of exercise of the option, or
partly in such shares and partly in cash, but any such shares used in payment
must be owned by the participant at least six months prior to the date of
exercise.


6.2.2             Term.   Each option granted under
this Section 6.2 and all rights or obligations thereunder will expire 7
years after the grant date and will be subject to earlier 











termination as
provided below. Each option granted under this Section 6.2 will become
exercisable as to 331¤3%
of the total number of Common Shares subject to the option on each of the
first, second and third anniversaries of the grant date of the option.


6.2.3             Early Termination.   Subject to earlier
termination of the option pursuant to Section 6.2.2, 6.5 or 6.6, if an
Eligible Director’s services as a member of the Board terminate (for any
reason) (the last day that the Eligible Director provides services as a member
of the Board is referred to as the Eligible Director’s “Severance
Date”), (a) the Eligible Director will have until the date that
is one year after his or her Severance Date to exercise the option (or portion
thereof) to the extent that it was vested on the Severance Date, (b) the
option, to the extent not vested on the Severance Date, shall terminate on the
Severance Date, and (c) the option, to the extent exercisable for the
one-year period following the Severance Date and not exercised during such
period, shall terminate at the close of business on the last day of the
one-year period.


6.3                       Annual
Stock Unit Grants.   Subject to adjustments under Section 6.5,
each Eligible Director in office on the first day of trading on the New York
Stock Exchange in each calendar year during the term of this Plan, commencing
in 2006, shall automatically be granted at the close of trading on that day
(without any action by the Administrator) a stock unit award (the grant date of
which will be such date) with respect to 700 Common Shares. Subject to
adjustments under Section 6.5, if an Eligible Director first takes office
after December 31, 2005 and
other than on or before the first day of trading on the New York Stock Exchange
in the year in which he or she first takes office, the Eligible Director shall
be granted (without any action by the Administrator) a stock unit award (the
grant date of which will be the date he or she first takes office) with respect
to 70 Common Shares, or if greater, the number of Common Shares determined by
multiplying 700 by (i) the number of days remaining after the grant date
until the following January 2 (provided that such number shall not be
greater than 365), divided by (ii) 365, then rounded to the next whole
number.


6.3.1             Vesting.   Each stock unit award granted under this Section 6.3
shall become vested as to 331¤3%
of the number of Common Shares subject to the award on each of the first,
second and third anniversaries of the grant date of the stock unit award.


6.3.2             Voting; Dividend Rights.   An Eligible Director to
whom a stock unit award is granted pursuant to this Section 6.3 shall have
no rights as a stockholder of the Company, no dividend rights (except as
expressly provided in the award agreement evidencing the stock unit award with
respect to dividend equivalent rights) and no voting rights with respect to the
stock units or any Common Shares issuable in respect of such stock units, until
Common Shares are actually delivered and held of record by the Eligible
Director.


6.3.3             Timing and Manner of Payment.   Stock units subject
to a stock unit award granted pursuant to this Section 6.3 shall be paid
in an equivalent number of Common Shares promptly after the vesting of such
stock units; provided, however, that an Eligible Director may elect, on a form
and in a manner provided by the Administrator, prior to the December 31
immediately preceding the year in which the stock unit award is granted to have
vested stock units paid promptly after the Eligible Director first ceases to
serve as a member of the Board. An Eligible Director entitled to receive
payment of Common Shares pursuant to a stock unit award shall deliver to the
Company any representations or other documents or assurances required by the
Company.


6.4                       Limits.   Annual grants that
would otherwise exceed the maximum number of Common Shares under Section 3
will be prorated within such limitation.











6.5                       Adjustments.   Options
granted under Section 6.2 and stock units granted under Section 6.3
will be subject to adjustments, accelerations and terminations as provided in Section 8,
but only to the extent that such adjustment and any Administrator action in
respect thereof in the case of a Change in Control Event (as defined in Section 8.1)
is effected pursuant to the terms of a reorganization agreement approved by stockholders
of the Company, or is otherwise consistent with adjustments to options and
stock units held by persons other than executive officers or directors of the
Company (or, if there are none, consistent in respect of the underlying shares
with the effect on stockholders generally).


6.5                       Acceleration
Upon a Change in Control Event.   Each option granted under Section 6.2
and each stock unit granted under Section 6.3 shall become fully vested
and immediately exercisable or payable, as applicable, upon the occurrence of a
Change in Control Event as provided in Section 8.1; subject, however, to
the discretion of the Administrator to prevent such full acceleration as
provided therein. Each option granted under Section 6.2 and each stock
unit granted under Section 6.3 shall be subject to early termination also
as provided in Section 8.1.”


2.                              A
new section 11.4 is hereby added to the Plan to read in its entirety as
follows:


“11.4          Construction.   This Plan shall be construed and
interpreted to comply with Section 409A of the Code. Notwithstanding Section 9
above, the Company reserves the right to amend the Plan and any outstanding
awards granted under this Plan to the extent it reasonably determines is
necessary in order to preserve the intended tax consequences of such awards in
light of Section 409A and any regulations or other guidance promulgated
thereunder.”


IN WITNESS WHEREOF, this amendment is hereby adopted
this 22nd day of December, 2005.


	
  

  	
  BECKMAN
  COULTER, INC.

  
	
   

  	
  By

  	
  /s/ JAMES ROBERT HURLEY

  
	
   

  	
   

  	
  James Robert
  Hurley

  
	
   

  	
  Its:

  	
  Vice
  President, Human Resources