Exhibit 10.1

TRANSITION AGREEMENT

This TRANSITION AGREEMENT (this “Agreement”) is entered into as of                             , 2005 by and between BECKMAN COULTER, INC ., a Delaware corporation (the “Company”), and JOHN P. WAREHAM , (“Mr. Wareham”).

RECITALS

WHEREAS , Mr. Wareham is currently employed by and is the Chairman of the Board of Directors (the “Chairman”) of the Company;

WHEREAS , Mr. Wareham has stepped down as Chief Executive Officer of the Company as of February 21, 2005 and has indicated a desire to remain as Chairman of the Board until his retirement from the Board April 7, 2005 (“Board Retirement Date”).

WHEREAS , the Company desires to have the continued benefit of Mr. Wareham’s knowledge and expertise through June 30, 2005, the date Mr. Wareham will retire from the Company (“Company Retirement Date) and Mr. Wareham desires to provide such services as the Company may reasonably require during such period of time from February 21, 2005 through the Compa