Exhibit
10.1


 


AMENDMENT 2004-I


 


BECKMAN COULTER, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN


 


WHEREAS, Beckman Coulter,
Inc. (the “Company”), a Delaware corporation, maintains the Beckman Coulter,
Inc. Executive Deferred Compensation Plan (the “Plan”); and


 


WHEREAS, the Company
previously amended the Plan to provide that any premium units credited under
the Plan with respect to deferrals of compensation on and after April 1,
2004 be settled in cash as opposed to shares of Company stock;


 


WHEREAS, the Company now
desires to amend the Plan to provide that any premium units credited under the
Plan with respect to deferrals of compensation on and after April 1, 2004
shall be settled in Company stock and charged against the applicable share
limits of a Company equity compensation plan;


 


WHEREAS, the Company has
the right to amend the Plan;


 


NOW, THEREFORE,
Section 6.1(b) of the Plan is hereby amended to read as follows, effective
immediately:


 


“(b)                   Manner of
Distribution.  The amount to be paid to
the Participant shall be the vested portion of the Participant’s Accounts.  The form of payment of any distribution
required pursuant to this Plan (including, for this purpose, any distribution
in respect of a withdrawal pursuant to Section 6.3) shall be determined as
follows:


 


(i)  Amounts
not denominated as Stock Units as of the date of distribution shall be paid in
cash and valued as of the date the amount of the distribution is determined.


 


(ii)  If, as of
the date of distribution, benefits continue to be denominated as Stock Units,
then the benefit attributable to the Stock Units credited to a Participant’s
Accounts shall, subject to following provisions of this clause (ii),


 


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be distributed in an equal number of shares of Common
Stock.  Shares of Common Stock that are
delivered in payment of Premium Units (including Dividend Equivalent Stock
Units) that are credited in respect of a Bonus and/or Sign-On Credit on or
after April 1, 2004 shall be charged against the applicable share limits
of a Company equity compensation plan. 
To the extent that an insufficient number of shares of Common Stock
remain available under any such plan to cover a payment of such Stock Units in
the form of Common Stock, the Stock Units that exceed the number of shares of
Common Stock then available within the applicable share limits of such plan
shall be settled in cash.  In addition,
any fractional Stock Unit interest shall be settled in cash.  The settlement amount of any Stock Unit to
be settled in cash shall equal the Fair Market Value of a share of Common Stock
determined as of the date used by the trustee of the Trust to determine the
taxable income reportable with respect to such distribution.”


 


IN WITNESS WHEREOF, this
Amendment 2004-I is hereby adopted this 7th day of October, 2004.


 


 


	
   

  	
  BECKMAN COULTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Fidencio M. Mares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
  Vice President, Human
  Resources and

  	
   

  
	
   

  	
   

  	
  Corporate
  Communications

  	
   

  



 


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