FIRST AMENDMENT TO BECKMAN COULTER, INC. BENEFIT EQUITY TRUST AGREEMENT

Exhibit 10.18

FIRST AMENDMENT

TO

XXXXXXX XXXXXXX, INC.

BENEFIT EQUITY TRUST AGREEMENT

This FIRST AMENDMENT TO XXXXXXX XXXXXXX, INC. BENEFIT EQUITY TRUST AGREEMENT is entered into as of February 23, 2009 (“Amendment”), by and between Xxxxxxx Xxxxxxx, Inc., a Delaware corporation (the “Company”), and Xxxxx Fargo Bank, N.A., a national banking association organized under the law of the United States of America (the “Trustee”), and shall serve to amend the Xxxxxxx Xxxxxxx, Inc. Benefit Equity Trust Agreement entered into as of October 5, 2004 between the Company and Trustee (the “Agreement”).

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Schedule A of the Agreement is deleted and replaced with Schedule A attached hereto.

2. Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. All references to the Agreement in any other document or instrument shall be deemed to mean the Agreement as amended by this Amendment. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Agreement.

3. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

4. This Amendment shall be construed in accordance with the laws of the State of California and the obligations, rights, and remedies of the parties under this Amendment shall be determined in accordance with such laws.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Xxxxxxx Xxxxxxx, Inc. Benefit Equity Trust Agreement to be duly executed by their authorized officers as of the date first set forth above.

XXXXXXX XXXXXXX, INC.						XXXXX FARGO BANK, N.A., as Trustee
By:		/s/ Xxxxx Xxxxxxx				By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxxxxx				Name:		Xxxxx Xxxx
Title:		Vice President and Treasurer				Title:		Vice President

SCHEDULE A

XXXXXXX XXXXXXX, INC.

BENEFIT EQUITY FUND

XXXXX FARGO BANK, N.A. TRUSTEE

LIST OF PLANS

Xxxxxxx Xxxxxxx, Inc. Stock Option Plan for Non-Employee Directors

Xxxxxxx Xxxxxxx, Inc. 1998 Incentive Compensation Plan

Xxxxxxx Xxxxxxx, Inc. 2004 Long-Term Performance Plan

Xxxxxxx Xxxxxxx 2007 Long-Term Performance Plan

Xxxxxxx Xxxxxxx, Inc. Employees’ Stock Purchase Plan (U.S. and Canada)

Xxxxxxx Xxxxxxx, Inc. Savings Plan

Xxxxxxx Xxxxxxx, Inc. Option Gain Deferral Program

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