THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Beckman Coulter, Inc. (BEC)

3/10/2006 Proxy Information

On April 7, 2005, the Company and our former Chairman and Chief Executive Officer, John P. Wareham, entered into a Transition Agreement providing for pay and certain other benefits during the period February 21, 2005 through June 30, 2005. The agreement provides for the Company to pay Mr. Wareham a base salary of $31,000 per each two-week pay period and a prorated cash bonus for 2005. The agreement also provides that Mr. Wareham shall be entitled to continue to participate in all executive/employee benefits in accordance with their terms. On June 30, 2005, the Company and Mr. Wareham entered into a Retirement and Consulting Agreement wherein Mr. Wareham would serve as a consultant for a term of three years following his retirement. Mr. Wareham agreed to provide, on a non-cumulative basis, up to 45 days of consulting services during the first year of the agreementÕs term; up to 25 days during the second year of the term, and up to 20 days during the third year of the term. The agreement provides for the Company to pay Mr. Wareham an annual retainer of $330,000 for the first year, $210,000 for the second year and $170,000 for the third year of the agreementÕs term, plus a per diem rate for any time in excess of the applicable number of days stated for each year of the term. The agreement also specified how Mr. WarehamÕs benefits under various benefit plans will be determined.

On April 11, 2005, the Company and our former Senior Vice President, General Counsel and Secretary, William H. May, entered into a Retention Agreement wherein Mr. May agreed to defer his retirement, initially planned for the end of 2004, for a year during the CompanyÕs transition to a new chief executive officer and in order to assist in the transition to a new general counsel. He also agreed to receive his regular salary and receive and participate in all employee and officer benefits through December 31, 2005, receive a bonus for 2005 based on full year pay at target and be eligible for the next stock option grant in an amount approximately equal to that he received in the CompanyÕs previous grant. The Company agreed to seek approval for the vesting of his outstanding restricted stock. Mr. May served as an executive officer of the Company until November 15, 2005 and is now retired.

3/7/2005 Proxy Information

In June 2001, the Company provided a loan to Elias Caro as relocation assistance to purchase a home upon acceptance of his assignment to Southern California. The loan was secured by a promissory note and deed of trust and was in the amount of $200,000, with interest calculated on an annual basis at prime as of the anniversary of the loan. The principal balance plus all accrued interest is due and payable on September 12, 2006, or earlier in the event that Mr. Caro voluntarily leaves the Company of if he sells the property. Mr. Caro repaid the principal amount to the Company in 2004. If Mr. Caro remains continuously with the Company through September 12, 2006, accrued interest in the amount of $46,816 will be forgiven.

2/27/2004 Proxy Information

In June 2001, the Company provided a loan to Mr. Caro as relocation assistance to purchase a home upon acceptance of his assignment to Southern California. The loan is secured by a promissory note and deed of trust and is in the amount of $200,000, with interest calculated on an annual basis at prime as of the anniversary of the loan. The principal balance plus all accrued interest is due and payable on September 12, 2006, or earlier, in the event that Mr. Caro voluntarily leaves the Company or if he sells the property. If Mr. Caro remains continuously employed with the Company through September 12, 2006, all accrued interest (but not the principal) will be forgiven.

Louis T. Rosso served as Chief Executive Officer from 1988 (when Beckman Instruments, Inc. became a publicly held company) until his retirement as a full time employee in September 1998. He served as President from 1982 until 1993 and as Vice President of SmithKline Beckman Corporation from 1982 until 1989.