<PAGE> 1
EXHIBIT 10.3
AMENDMENT 2000-1
BECKMAN COULTER, INC.
EXECUTIVE RESTORATION PLAN
(As Amended And Restated Effective As Of September 1, 1998)
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 recent resolutions adopted by the
Board of Directors;
NOW, THEREFORE, the Plan is hereby amended, effective as of
January 1, 2000, as follows:
ARTICLE II
PARTICIPATION
1. Section 2.1 is amended by adding the following to the end of
the section:
"Effective for Plan Years commencing on or after January 1, 2000,
a credit to the Retirement Plus Account shall be made to any Eligible
Employee described below, regardless of whether the Eligible Employee
elected to defer a portion of his or her Salary and Bonus. An Eligible
Employee shall receive such credit if and only if the Eligible
Employee (1) is a participant in the Retirement Plus provisions of the
401(k) Plan, and (2) the contributions made to the Retirement Plus
provisions of the 401(k) Plan for such Eligible Employee are limited
on account of Section 401(a)(17) of the Code. If an Eligible Employee
described in the preceding sentence had not already become a
Participant, then the Eligible Employee shall become a Participant
upon the crediting of an amount to his or her Retirement Plus
Account."
ARTICLE IV
ACCOUNTS
2. Section 4.3(a) of the Plan is amended to read as follows:
"(a) Initial Crediting of Retirement Plus Account.
(1) Allocations Before 2000. Allocations to Retirement Plus
Accounts with respect to Plan Years commencing before January 1, 2000 shall be
made as set forth in the provisions of this Section as they existed before
Amendment 2000-1.
-1-
<PAGE> 2
(2) Allocations for 2000. As soon as administratively practical
following each quarter ending during 2000, the Plan's recordkeeper shall credit
each Participant's Retirement Plus Account with a number of Units determined by
dividing (i) by (ii), where (i) is the additional amount that the Company would
have contributed to the Participant's Retirement Plus Contributions Account
under the 401(k) Plan for the quarter if the Participant had not deferred the
amount of compensation deferred under this Plan for the quarter, and (ii) is the
Fair Market Value of a share of Common Stock based on the price used to credit
Retirement Plus contributions under the 401(k) Plan for that quarter.
Furthermore, effective for the quarters commencing July 1, 2000 and October 1,
2000, the Plan's recordkeeper shall credit each Participant's Retirement Plus
Account with a number of Units determined by dividing (x) by (y), where (x) is
the additional amount that the Company would have contributed to the
Participant's Retirement Plus Contributions Account under the 401(k) Plan if the
limitation on compensation set forth in Code Section 401(a)(17) had not applied,
and (y) is the Fair Market Value of a share of Common Stock based on the price
used to credit Retirement Plus contributions under the 401(k) Plan for that
quarter.
(3) Allocations after 2000. As soon as administratively practical
following each Plan Year commencing on or after January 1, 2001, the Plan's
recordkeeper shall credit each Participant's Retirement Plus Account with a
number of Units determined by dividing (i) by (ii), where (i) is the sum of (x)
the additional amount that the Company would have contributed to the
Participant's Retirement Plus Contributions Account under the 401(k) Plan for
the Plan Year if the Participant had not deferred the amount of compensation
deferred under this Plan for the Plan Year, and (y) the additional amount that
the Company would have contributed to the Participant's Retirement Plus
Contributions Account under the 401(k) Plan for the Plan Year if the limitation
on compensation set forth in Code Section 401(a)(17) had not applied, and (ii)
is the Fair Market Value of a share of Common Stock based on the price used to
credit Retirement Plus contributions under the 401(k) Plan for the Plan Year."
IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this amendment to the Plan this 19th day of October, 2000.
BECKMAN COULTER, INC.
By /s/ Fidencio M. Mares
------------------------------------
Fidencio M. Mares
Vice President - Human Resources
and Corporate Communications
-2-
