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                                                                    EXHIBIT 10.8

                    APPLERA CORPORATION/CELERA GENOMICS GROUP

                            1999 STOCK INCENTIVE PLAN

                      (as amended through August 21, 2003)


1. Purpose of the Plan.

         The purpose of Applera Corporation/Celera Genomics Group 1999 Stock
Incentive Plan (the "Plan") is to increase stockholder value and to advance the
interests of Applera Corporation and its subsidiaries (collectively, the
"Corporation") by providing financial incentives designed to attract, retain,
and motivate employees, officers, consultants, and directors of the Corporation.
The Plan continues the established policy of the Corporation of encouraging
ownership of its Stock by key personnel and of providing incentives for such
individuals to put forth maximum efforts for the success of the Corporation.

2. Definitions.

         As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

         2.1 "Act" means the Securities Exchange Act of 1934, as amended from
time to time.

         2.2 "Agreement" means the written agreement between the Corporation and
an Optionee or Award Recipient, as the case may be, evidencing the grant of an
Option or Award and setting forth the terms and conditions thereof.

         2.3  "Award" means a Stock Award or Performance Share Award.

         2.4 "Award Recipient" means an individual to whom an Award has been
granted under the Plan.

         2.5 "Board of Directors" means the Board of Directors of the
Corporation.

         2.6 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         2.7 "Committee" means the Management Resources Committee of the Board
of Directors, or any successor thereto or committee designated thereby whose
members qualify as (a) outside directors as defined in Section 162(m) of the
Code and the Treasury Regulations issued pursuant thereto and (b) non-employee
directors within the meaning of Rule 16b-3 under the Act.


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         2.8 "Continuous Service" means an uninterrupted chain of continuous
regular employment by the Corporation or an uninterrupted chain of continuous
performance of significant services for the Corporation by a consultant. A leave
of absence granted in accordance with the Corporation's usual procedures which
does not operate to interrupt continuous employment or continuous performance of
significant services for other benefits granted by the Corporation shall not be
considered a termination of employment nor an interruption of Continuous Service
hereunder, and an employee or consultant who is granted such a leave of absence
shall be considered to be continuously employed or continuously performing
significant services during the period of such leave; provided, however, that if
regulations under the Code or an amendment to the Code shall establish a more
restrictive definition of a leave of absence, such definition shall be
substituted herein.

         2.9 "Deferral Account" means the bookkeeping account established for
the deferral of a Director Stock Award by a Non-Employee Director pursuant to
Section 10.7 hereof.

         2.10 "Director Stock Award" means an award of shares of Stock granted
pursuant to Section 10 hereof.

         2.11 "Employee Award" means an Employee Stock Award or Performance
Share Award.

         2.12 "Employee Stock Award" means an award of shares of Stock granted
pursuant to Section 8 hereof.

         2.13 "Fair Market Value" means the simple average of the high and low
sales prices of a share of Stock as reported in the report of composite
transactions (or other source designated by the Committee) on the date on which
fair market value is to be determined (or if there shall be no trading on such
date, then on the first previous date on which sales were made on a national
securities exchange).

         2.14 "Incentive Stock Options" means those Options granted hereunder to
employees as incentive stock options as defined in, and which by their terms
comply with the requirements for such Options set out in, Section 422 of the
Code and the Treasury Regulations issued pursuant thereto.

         2.15 "Non-Employee Director" means a member of the Board of Directors
who is not an employee or officer of the Corporation.

         2.16 "Non-Qualified Stock Options" means those Options granted
hereunder which are not intended to qualify as Incentive Stock Options.

         2.17 "Normal Retirement Age" means the normal retirement age of a
member of the Board as determined by the Board from time to time.

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         2.18  "Option" means an option granted pursuant to Section 6 hereof.

         2.19 "Optionee" means an individual to whom an Option has been granted
under the Plan.

         2.20 "Performance Share Award" means an award of Performance Shares
granted pursuant to Section 9 hereof.

         2.21 "Performance Shares" means shares of Stock covered by a
Performance Share Award.

         2.22 "Stock" means the Applera Corporation - Celera Genomics Group
Common Stock, par value $.01 per share, of the Corporation.

         2.23 "Stock Award" means an Employee Stock Award or Director Stock
Award.

         2.24 "Stock Unit" means the bookkeeping entry representing the
equivalent of one share of Stock.

         2.25 "Stock Restrictions" mean the restrictions, including performance
goals, placed on a Stock Award or Performance Share Award under the Plan.

         2.26 "Ten Percent Stockholder" means an individual who owns, within the
meaning of Section 422(b)(6) of the Code and the Treasury Regulations issued
pursuant thereto, stock possessing more than ten (10%) percent of the total
combined voting power of all classes of stock of the Corporation.

3. Shares Reserved for the Plan.

         The aggregate number of shares of Stock available for Options and
Awards under the Plan is 18,700,000, subject to adjustment in accordance with
Section 15. Shares of Stock issued under the Plan shall be authorized but
unissued shares. In lieu of such unissued shares, the Corporation may, in its
discretion, transfer on the exercise of Options or the delivery of shares of
Stock issued pursuant to Awards treasury shares, reacquired shares, or shares
acquired in the market for purposes of the Plan.

         If any Options or Awards granted under the Plan shall for any reason
terminate, be canceled, or expire without having been exercised or vested in
full, shares of Stock not issued or vested in full under such Options or Awards
shall be available again for issuance under the Plan.

4. Administration of the Plan.

         The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to administer the Plan,
including, without limitation, the authority to determine the individuals to
whom, and the time or times at which, Options


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and Awards shall be granted, the number of shares of Stock to be covered by each
Option and Award, and the terms and conditions of each Option and Award. The
Committee shall also have plenary authority in its discretion to interpret the
Plan; to prescribe, amend, and rescind rules and regulations relating to it; to
determine the terms (which need not be identical) of Agreements executed and
delivered under the Plan, including, without limitation, such terms and
provisions as shall be requisite in the judgment of the Committee to conform to
any change in any law or regulation applicable thereto; and to make any and all
other determinations and take any and all actions deemed necessary or advisable
for the administration of the Plan. The Committee's determination on the
foregoing matters shall be conclusive and binding on all persons having an
interest in the Plan.

5. Eligibility; Factors to be Considered in Granting Options and Awards.

         Subject to the terms of the Plan, an Option may be granted to any
person who, at the time the Option is granted, is a regular employee (which term
shall include officers and directors) of the Corporation, a Non-Employee
Director, or a consultant performing significant services for the Corporation.
Employee Awards may be granted to any person who, at the time the Employee Award
is granted, is a regular employee (which term shall include officers and
directors) of the Corporation. Non-Employee Directors shall not be eligible to
receive Employee Awards. In determining the employees, Non-Employee Directors
and consultants to whom Options or Awards shall be granted, the number of shares
of Stock to be covered by each Option or Award, and the terms and conditions of
each Option and Award, the Committee shall take into account the duties and
responsibilities of the respective employees, Non-Employee Directors, and
consultants, their present and potential contributions to the success of the
Corporation, and such other factors as they shall deem relevant in connection
with accomplishing the purposes of the Plan. An employee, Non-Employee Director,
or consultant who has been granted an Option or Award may be granted and hold
additional Options or Awards if the Committee shall so determine.

6. Options.

         6.1 Grant of Options. Subject to the terms of the Plan, the Committee
may grant Options to such employees, Non-Employee Directors, and consultants at
such time or times and in such amounts as it shall determine. Each Option
granted hereunder shall be designated as an Incentive Stock Option or
Non-Qualified Stock Option and shall be evidenced by an Agreement containing
such terms and conditions consistent with the Plan as the Committee shall
determine; provided, however, that Incentive Stock Options shall be granted only
to employees of the Corporation.

         6.2 Purchase Price. The purchase price of each share of Stock covered
by an Option shall be not less than 100% (or 110% in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder) of the Fair Market Value of a
share of Stock on the date the Option is granted.

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         6.3 Term. The term of each Option shall be for such period as the
Committee shall determine, but not more than ten (10) years (or five (5) years
in the case of an Incentive Stock Option granted to a Ten Percent Stockholder)
from the date of grant thereof, and shall be subject to earlier termination as
hereinafter provided. If the original term of any Option is less than ten (10)
years (or five (5) years in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder) from the date of grant, the Option prior to its
expiration may be amended, with the approval of the Committee and the employee,
Non-Employee Director, or consultant, as the case may be, to extend the term so
that the term as amended is not more than ten (10) years (or five (5) years in
the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from
the original date of grant of such Option.

         6.4 Vesting. An Option shall be exercisable at such time or times and
in such manner and number of shares as the Committee shall determine. Except as
provided in the Plan, no Option may be exercised at any time unless the holder
thereof is then a regular employee of the Corporation, a member of the Board of
Directors, or a consultant performing significant services for the Corporation.
Options granted under the Plan shall not be affected by any change of duties or
position so long as the holder continues to be an employee of the Corporation,
continues to be a member of the Board of Directors, or a consultant performing
significant services for the Corporation.

         6.5 Termination of Employment or Services. Except as otherwise provided
in the Agreement, in the event that the employment of an employee to whom an
Option has been granted under the Plan shall be terminated or the services of a
Non-Employee Director or consultant to whom an Option has been granted under the
Plan shall be terminated (other than by reason of Cause, retirement, disability,
or death) such Option may, subject to the provisions of the Plan, be exercised,
to the extent that the employee, Non-Employee Director, or consultant was
entitled to do so at the date of termination of his or her employment or
services, at any time within thirty (30) days after such termination, but in no
event after the expiration of the term of the Option.

         6.6 Termination of Employment or Services for Cause. In the event that
the employment of an employee to whom an Option has been granted under the Plan
shall be terminated or the services of a Non-Employee Director or consultant to
whom an Option has been granted under the Plan shall be terminated for Cause (as
such term is defined below), such Option shall be immediately forfeited in full
upon such termination (regardless of the extent to which such Option may have
been exercisable as of such time). For purposes of this Section 6.6 only,
"Cause" shall be defined as (a) any act which is in bad faith and to the
detriment of the Corporation or (b) a material breach of any agreement with or
material obligation to the Corporation.

         6.7 Retirement or Disability. Except as otherwise provided in the
Agreement, if an employee to whom an Option has been granted under the Plan
shall retire from the Corporation pursuant to any qualified pension plan
provided by the Corporation, or if a Non-Employee Director (a) retires from the
Board of Directors upon reaching Normal Retirement Age or (b) resigns or
declines to stand for reelection with the approval of the


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Board of Directors, or if an employee, Non-Employee Director, or consultant to
whom an Option has been granted becomes totally and permanently disabled, such
Option may be exercised, notwithstanding the provisions of Section 6.4, in full
without regard to the period of Continuous Service after the Option was granted
at any time (a) in the case of an employee holding an Incentive Stock Option,
within three (3) months after such retirement or disability, but in no event
after the expiration of the term of the Option or (b) in the case of a
Non-Qualified Stock Option, within one (1) year (three (3) years in the case of
a Non-Employee Director) after such retirement, disability, resignation, or
declining, but in no event after the expiration of the term of the Option.

         6.8 Death. If an employee, Non-Employee Director, or consultant to whom
an Option has been granted under the Plan shall die while employed by the
Corporation, serving as a member of the Board of Directors, or engaged to
perform services for the Corporation, such Option may be exercised to the extent
that the employee, Non-Employee Director, or consultant was entitled to do so at
the date of his or her death, by his or her executor or administrator or other
person at the time entitled by law to the employee's, Non-Employee Director's,
or consultant's rights under the Option, at any time within such period, not
exceeding one (1) year after his or her death, as shall be prescribed in the
Agreement, but in no event after the expiration of the term of the Option.

7. Terms and Conditions Applicable to Options.

         7.1 Transferability. During the lifetime of an Optionee, an Option
shall not be transferable, except pursuant to a domestic relations order;
provided, however, that the Committee may, in its sole discretion, permit an
Optionee to transfer a Non-Qualified Stock Option to (a) a member of the
Optionee's immediate family, (b) a trust, the beneficiaries of which consist
exclusively of members of the Optionee's immediate family, or (c) a partnership,
the partners of which consist exclusively of members of the Optionee's immediate
family. After the death of an Optionee, an Option may be transferred pursuant to
the laws of descent and distribution.

         7.2 Method of Exercise. An Option may be exercised by giving written
notice to the Corporation specifying the number of shares of Stock to be
purchased; provided that, except as otherwise provided by the Committee, an
Option may not be exercised as to fewer than 100 shares, or the remaining
exercisable shares covered by the Option if fewer than 100, at any one time. No
Option may be exercised with respect to a fractional share. The purchase price
of the shares as to which an Option shall be exercised shall be paid in full at
the time of exercise at the election of the holder of an Option (a) in cash or
currency of the United States of America, (b) by tendering to the Corporation
shares of Stock owned by such holder for at least six (6) months having a Fair
Market Value equal to the cash exercise price applicable to the purchase price
of the shares as to which the Option is being exercised, (c) a combination of
cash and/or previously owned shares of Stock valued at Fair Market Value, or (d)
by payment of such other consideration as the Committee shall from time to time
determine. For purposes of the immediately preceding sentence, Fair Market Value
shall be determined as of the business day


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immediately preceding the day on which the Option is exercised. Notwithstanding
the foregoing, the Committee shall have the right to modify, amend, or cancel
the provisions of clauses (b) and (c) above at any time upon prior notice to the
holders of Options.

         7.3 Stockholder Rights. An Optionee shall have none of the rights of a
stockholder with respect to the shares subject to an Option until such shares
have been registered upon the exercise of the Option on the transfer books of
the Corporation in the name of such Optionee and then only to the extent that
any restrictions imposed thereon by the Committee shall have lapsed.

         7.4 No Loans. Neither the Corporation, any company with which it is
affiliated, nor any of their respective subsidiaries may directly or indirectly
lend money to any person for the purpose of assisting such person in acquiring
or carrying shares of Stock issued upon the exercise of an Option.

         7.5 Conditions Precedent to Exercise. Notwithstanding any other
provision of the Plan, but subject to the provisions of Section 11, the exercise
of an Option following termination of employment or service shall be subject to
the satisfaction of the conditions precedent that the Optionee has not (a)
rendered services or engaged directly or indirectly in any business which in the
opinion of the Committee competes with or is in conflict with the interests of
the Corporation; provided, however, that the ownership by an Optionee of 5% or
less of any class of securities of a publicly traded company shall not be deemed
to violate this clause or (b) violated any written agreement with the
Corporation, including, without limitation, any confidentiality agreement. An
Optionee's violation of clause (a) or (b) of the preceding sentence shall result
in the immediate forfeiture of any Options held by such Optionee.

         7.6 Limitations on the Grant of Options. No one individual may be
granted an Option or Options under the Plan during any fiscal year of the
Corporation for an aggregate number of shares of Stock which exceeds 10% of the
total number of shares reserved for issuance under the Plan; provided, however,
that during the fiscal year of the Corporation ending June 30, 1999 the
Committee may grant Options to the President of the Celera Genomics Group
representing up to 30% of the total number of shares reserved for issuance under
the Plan. The aggregate Fair Market Value of the Stock (determined as of the
date the Option is granted)with respect to which Incentive Stock Options granted
under the Plan and all other stock option plans of the Corporation (or any
parent or subsidiary of the Corporation) are exercisable for the first time by
any specific individual during any calendar year shall not exceed $100,000. No
Incentive Stock Option may be granted hereunder to an individual who immediately
after such Option is granted is a Ten Percent Stockholder unless (a) the Option
price is at least 110% of the fair market value of such stock on the date of
grant and (b) the Option may not be exercised more than five (5) years after the
date of grant.

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8. Employee Stock Awards.

         8.1 Grant of Employee Stock Awards. Subject to the terms of the Plan,
the Committee may grant Employee Stock Awards to such employees at such time or
times and in such amounts as it shall determine. Shares of Stock issued pursuant
to Employee Stock Awards may, but need not, be subject to such restrictions as
may be established by the Committee at the time of the grant and reflected in an
Agreement.

         8.2 Restrictions on Employee Stock Awards. Except as provided in the
Plan, any shares of Stock subject to an Employee Stock Award with respect to
which Stock Restrictions have not been satisfied shall be forfeited and all
rights of the employee to such Employee Stock Award shall terminate without any
payment of consideration by the Corporation. Except as set forth in Section 8.5,
a recipient of an Employee Stock Award subject to Stock Restrictions shall
forfeit such award in the event of the termination of his or her employment
during the period the shares are subject to Stock Restrictions.

         8.3 Stockholder Rights. The recipient of an Employee Stock Award shall
be entitled to such rights of a stockholder with respect to the shares of Stock
issued pursuant to such Employee Stock Award as the Committee shall determine,
including the right to vote such shares of Stock, except that cash and stock
dividends with respect to such shares may, at the discretion of the Committee,
be either paid currently or withheld by the Corporation for the Award
Recipient's account, and interest may be accrued on the amount of cash dividends
withheld at a rate and subject to such terms as determined by the Committee.

         The Committee, in its discretion, may cause a legend or legends to be
placed on any certificate representing shares issued pursuant to Employee Stock
Awards, which legend or legends shall make appropriate reference to the Stock
Restrictions imposed thereon. The Committee may also in its discretion require
that certificates representing shares issued pursuant to Employee Stock Awards
remain in the physical custody of the Corporation or an escrow holder until any
or all of the Stock Restrictions imposed under the Plan have lapsed.

         8.4 Non-Transferability. Prior to the time Stock Restrictions lapse,
none of the shares of Stock issued pursuant to an Employee Stock Award may be
sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise
disposed of in any way by the Award Recipient.

         8.5 Lapse of Restrictions. In the event of the termination of
employment of an Award Recipient, prior to the lapse of Stock Restrictions, by
reason of death, total and permanent disability, retirement, or resignation or
discharge from employment other than discharge for cause, the Committee may, in
its discretion, remove any Stock Restrictions on all or a portion of the Stock
subject to an Employee Stock Award.

         8.6 Limitations on Employee Stock Awards. No employee may receive an
Employee Stock Award representing more than 80,000 shares of Stock during any
fiscal


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year of the Corporation, and the maximum number of shares of Stock which may be
issued to all employees pursuant to Employee Stock Awards under the Plan shall
be 160,000, subject in each case to adjustment in accordance with Section 15.

9. Performance Share Awards.

         9.1 Grant of Performance Share Awards. Subject to the terms of the
Plan, the Committee may grant Performance Share Awards to such employees at such
time or times and in such amounts as it shall determine. Stock issued pursuant
to a Performance Share Award shall be subject to the attainment of performance
goals relating to one or more criteria within the meaning of Section 162(m) of
the Code and the Treasury Regulations issued pursuant thereto, including,
without limitation, stock price, market share, sales, earnings per share, return
on equity, costs, and cash flow, as determined by the Committee from time to
time. Any such objectives and the period in which such objectives are to be met
shall be determined by the Committee at the time of the grant and reflected in
an Agreement; provided, however, that the period in which such objectives are to
be met shall be not less than one year. Each Performance Share Award shall also
be subject to such other restrictions as the Committee may determine.

         9.2 Delivery of Performance Shares. Certificates representing
Performance Shares shall be registered in the Award Recipient's name but shall
remain in the physical custody of the Corporation until the Committee has
determined that the performance goals and other Stock Restrictions with respect
to such Performance Shares have been met.

         9.3 Stockholder Rights. The recipient of a Performance Share Award
shall be entitled to such rights of a stockholder with respect to the
Performance Shares as the Committee shall determine, including the right to vote
such shares of Stock, except that cash and stock dividends with respect to the
Performance Shares may, at the discretion of the Committee, be either paid
currently or withheld by the Corporation for the Award Recipient's account, and
interest maybe accrued on the amount of cash dividends withheld at a rate and
subject to such terms as determined by the Committee.

         9.4 Non-Transferability. Prior to the time shares of Stock issued
pursuant to a Performance Share Award are delivered to an Award Recipient, none
of such shares may be sold, assigned, bequeathed, transferred, pledged,
hypothecated, or otherwise disposed of in any way by the Award Recipient.

         9.5 Lapse of Restrictions. In the event of the termination of
employment of an Award Recipient, prior to the lapse of Stock Restrictions, by
reason of death, total and permanent disability, retirement, or resignation or
discharge from employment other than discharge for cause, the Committee may, in
its discretion, remove any Stock Restrictions on all or a portion of a
Performance Share Award, or determine the performance objectives with respect to
all or a portion of a Performance Share Award to have been attained; provided,
however, that the Committee shall not be entitled to exercise such discretion to
the extent that the ability to exercise such discretion would cause the

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Performance Share Award not to qualify as performance based compensation under
Section 162(m) of the Code.

         9.6 Limitations on Performance Share Awards. No employee may receive
Performance Share Awards representing more than 200,000 shares of Stock during
any fiscal year of the Corporation, and the maximum number of shares of Stock
which may be issued to all employees pursuant to Performance Share Awards under
the Plan shall be 800,000, subject in each case to adjustment in accordance with
Section 15.

10. Director Stock Awards.

         10.1 Grant of Director Stock Awards. As of the date of each election or
reelection to the Board of Directors, each Non-Employee Director shall
automatically be granted a Director Stock Award with respect to 300 shares of
Stock, subject to adjustment in accordance with Section 15. Notwithstanding the
foregoing, each Non-Employee Director first elected to the Board of Directors on
a date other than the date of an annual meeting of stockholders shall be granted
that number of whole shares of Stock equal to the number of shares then subject
to a Director Stock Award (after giving effect to Section 10.8) multiplied by a
fraction, the numerator of which shall be the number of months remaining until
the anticipated date of the next annual meeting of stockholders, and the
denominator of which shall be 12. All Director Stock Awards shall be evidenced
by an agreement containing such terms and conditions consistent with the Plan as
the Committee shall determine.

         10.2 Vesting. Each Director Stock Award shall vest in full on the date
immediately preceding the first annual meeting of stockholders next following
the date of grant; provided, however, that, except as provided in the Plan, the
recipient thereof continues to serve as a member of the Board of Directors as of
such date.

         10.3 Forfeiture of Director Stock Awards. Except as provided in the
Plan, a recipient of a Director Stock Award shall forfeit any unvested shares of
Stock subject to the Director Stock Award, and all rights of the Non-Employee
Director to such unvested shares shall terminate without payment of
consideration by the Corporation, upon the termination of his or her service as
a member of the Board of Directors.

         10.4 Stockholder Rights. Except as provided in Sections 10.5 and 10.7,
a recipient of a Director Stock Award shall be entitled to all rights of a
stockholder with respect to the shares of Stock issued pursuant to the Director
Stock Award, including the right to receive dividends and to vote such shares of
Stock; provided, however, that stock dividends paid with respect to such shares
shall be restricted to the same extent as the underlying shares of Stock issued
pursuant to the Director Stock Award.

         The Committee shall cause a legend or legends to be placed on any
certificate representing shares issued pursuant to a Director Stock Award, which
legend or legends shall make appropriate reference to the terms of the Director
Stock Award and the Plan. The Committee shall also require that certificates
representing shares issued pursuant to


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Director Stock Awards remain in the physical custody of the Corporation or an
escrow holder until such shares have vested in accordance with the terms of the
Plan.

         10.5 Non-Transferability. Prior to vesting, none of the shares of Stock
issued pursuant to a Director Stock Award may be sold, assigned, bequeathed,
transferred, pledged, hypothecated, or otherwise disposed of in any way by the
recipient thereof.

         10.6 Termination of Service. If a Non-Employee Director to whom a
Director Stock Award has been granted shall cease to serve as a director as a
result of (a) his or her death, (b) retiring from the Board of Directors upon
reaching Normal Retirement Age, (c) becoming totally and permanently disabled,
or (d) resigning with the approval of the Board of Directors, all shares subject
to such Director Stock Award shall be vested in full, notwithstanding the
provisions of Section 10.2, as of the date of termination of service.

         10.7 Deferral Election. A Non-Employee Director may elect to defer
receipt of any Director Stock Award by filing the appropriate deferral form with
the Corporate Secretary on or before December 15th of the calendar year prior to
the calendar year in which such deferral is to be effective. Notwithstanding the
foregoing, any person elected as a Non-Employee Director for the first time
shall be permitted to make his or her first deferral election no later than
twenty (20) days after such election. In no event, however, shall any deferral
be permitted to the extent prohibited by applicable law. Deferrals shall be
subject to the following terms and conditions:

                  (a) A Non-Employee Director may elect to defer receipt of a
         Director Stock Award until (i) a specified date in the future, (ii)
         cessation of his or her service as a member of the Board of Directors,
         or (iii) the end of the calendar year in which cessation of his or her
         service as a member of the Board of Directors occurs.

                  (b) There shall be established a Deferral Account on the books
         of the Corporation for each Non-Employee Director electing to defer a
         Director Stock Award pursuant to this Section 10.7. Deferrals shall be
         credited to the Non-Employee Director's Deferral Account in Stock Units
         in the following manner: on the award date to which the deferral
         election applies, the amount deferred shall be converted into a number
         of Stock Units equal to the number of shares of Stock awarded that are
         subject to the deferral election. A Non-Employee Director shall not
         have any voting rights with respect to any Stock Units held in his or
         her Deferral Account.

                  (c) Whenever cash dividends are paid with respect to shares of
         Stock, each Non-Employee Director's Deferral Account shall be credited
         on the payment date of such dividend with additional Stock Units
         (including fractional units to the nearest one/one hundredth (1/100))
         equal in value to the amount of the cash dividend paid on a single
         share of Stock multiplied by the number of Stock Units (including
         fractional units) credited to his or her Deferral Account as of the
         date


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         of record for dividend purposes. For purposes of crediting dividends,
         the value of a Stock Unit shall be the Fair Market Value of a share of
         Stock as of the payment date of the dividend.

                  (d) The number of Stock Units credited to each Non-Employee
         Director's Deferral Account shall be appropriately adjusted in the same
         manner and to the same extent Director Stock Awards are adjusted and
         modified pursuant to Section 15. In the event of a transaction subject
         to Section 11, the Board of Directors shall have the authority to amend
         the Plan to provide for the conversion of Stock Units credited to
         Deferral Accounts into units equal to shares of stock of the resulting
         or acquiring company (or a related company), as appropriate, if such
         stock is publicly traded or, if not, into cash of equal value on the
         effective date of such transaction. If pursuant to the preceding
         sentence cash is credited to a Non-Employee Director's Deferral
         Account, interest shall be credited thereon from the date such cash is
         received to the date of distribution quarterly, at the end of each
         calendar quarter, at a rate per annum (computed on the basis of a
         360-day year and a 91-day quarter) equal to the prime rate announced
         publicly by Citibank, N.A. at the end of such calendar quarter. If
         units representing publicly traded stock of the resulting or acquired
         company (or a related company) are credited to a Non-Employee
         Director's Deferral Account, dividends shall be credited thereto in the
         same manner as dividends are credited on Stock Units credited to such
         Deferral Accounts.

                  (e) Subject to Section 10.7(g), distributions of a
         Non-Employee Director's Deferral Account under the Plan shall be made
         as follows:

                           (i) If a Non-Employee Director has elected to defer a
                  Director Stock Award to a specified date in the future,
                  payment shall be as of such date and shall be made or shall
                  commence, as the case may be, within thirty (30) days after
                  the date specified;

                           (ii) If a Non-Employee Director has elected to defer
                  a Director Stock Award until cessation of his or her service
                  as a member of the Board of Directors, payment shall be as of
                  the date of such cessation of service and shall be made or
                  shall commence, as the case may be, within thirty (30) days
                  after the cessation of the Non-Employee Director's service as
                  a director; and

                           (iii) If a Non-Employee Director has elected to defer
                  a Director Stock Award until the end of the calendar year in
                  which the cessation of his or her service as a member of the
                  Board of Directors occurs, payment shall be made as of
                  December 31st of such year and shall be made or commence, as
                  the case may be, on December 31st of such year.

                  (f) Notwithstanding any elections pursuant to Sections 10.7(a)
         and/or (g) hereof, in the event of the death of the Non-Employee
         Director prior to the


                                      -12-
<PAGE>

         distribution of his or her Deferral Account, the balance credited to
         such Deferral Account as of the date of his or her death shall be paid,
         as soon as reasonably possible thereafter, in a single distribution to
         the Non-Employee Director's beneficiary or beneficiaries designated on
         such Non-Employee Director's deferral election form. If no such
         election or designation has been made, such amounts shall be payable to
         the Non-Employee Director's estate.

                  (g) A Non-Employee Director may elect to have his or her
         Deferral Account under the Plan paid in a single distribution or equal
         annual installments, not to exceed ten (10) annual installments. To the
         extent a Deferral Account is deemed invested in Stock Units, such Stock
         Units shall be converted to Stock on the distribution date as provided
         in Section 10.7(h). To the extent deemed invested in units of any other
         stock, such units shall similarly be converted and distributed in the
         form of stock. To the extent invested in a medium other than Stock
         Units or other units, each such distribution hereunder shall be in the
         medium credited to the Deferral Account.

                  (h) To the extent a Deferral Account is deemed invested in
         Stock Units, a single distribution shall consist of the number of whole
         shares of Stock equal to the number of Stock Units credited to the
         Non-Employee Director's Deferral Account on the date as of which the
         distribution occurs. Cash shall be paid to a Non-Employee Director in
         lieu of a fractional share, determined by reference to the Fair Market
         Value of a share of Stock on the date as of which the distribution
         occurs. In the event a Non-Employee Director has elected to receive
         annual installment payments, each such payment shall be determined as
         follows:

                           (i) To the extent his or her Deferral Account is
                  deemed to be invested in Stock Units, each such payment shall
                  consist of the number of whole shares of Stock equal to the
                  number of Stock Units (including fractional units) credited to
                  the Deferral Account on the date as of which the distribution
                  occurs, divided by the number of annual installments remaining
                  as of such distribution date. Cash shall be paid to
                  Non-Employee Directors in lieu of fractional shares,
                  determined by reference to the Fair Market Value of a share of
                  Stock on the date as of which the distribution occurs.

                           (ii) To the extent his or her Deferral Account has
                  been credited in cash, each such payment shall be calculated
                  by dividing the value on the date the distribution occurs of
                  that portion of the Non-Employee Director's Deferral Account
                  which is in cash by the number of annual installments
                  remaining as of such distribution date.

         10.8 Limitations on Director Stock Awards. The Aggregate Value (as such
term is defined below) of all Director Stock Awards granted to a Non-Employee
Director under the Plan in any fiscal year, together with all Director Stock
Awards granted to such Non-Employee Director under the Applera
Corporation/Applied Biosystems Group 1999


                                      -13-
<PAGE>

Stock Incentive Plan during such year, may not exceed the Director Budgeted
Amount (as such term is defined below) for such year. In the event that the
Aggregate Value of such awards exceeds the Director Budgeted Amount, the
Committee shall allocate to each Non-Employee Director shares of Stock and
shares of Applera Corporation - Applied Biosystems Group Common Stock ("Applied
Biosystems Stock"), in the ratio, as near as may be practicable, of the number
of shares of Stock then outstanding to the number of shares of Applied
Biosystems Stock then outstanding, as determined by the Committee. For purposes
of the Plan, "Aggregate Value" shall be calculated as the Fair Market Value of a
share of Stock or Applied Biosystems Stock, as the case may be, on the date of
grant multiplied by the number of shares of Stock or Applied Biosystems Stock,
as the case may be, subject to the Director Stock Award, and the "Director
Budgeted Amount" shall be $135,000 for the fiscal year ending June 30, 2001 and
shall increase by 10% for each fiscal year thereafter.

11. Acceleration Upon a Change of Control.

         Notwithstanding any other provision of the Plan or any Option or Award
granted hereunder, (a) any Option granted hereunder and then outstanding shall
become immediately exercisable in full, (b) all Stock Restrictions shall
immediately terminate, and (c) all performance objectives applicable to any
Performance Share Award shall be deemed attained (i) in the event that a tender
offer or exchange offer (other than an offer by the Corporation) for common
stock of the Company representing more than 25% of the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors ("Voting Securities") is made by any "person"
within the meaning of Section 14(d) of the Act and not withdrawn within ten (10)
days after the commencement thereof; provided, however, that the Committee may
by action taken prior to the end of such ten (10) day period extend such ten
(10) day period; and, provided further, that the Committee may by further action
taken prior to the end of such extended period declare (a) all Options granted
hereunder and then outstanding to be immediately exercisable in full, (b) all
Stock Restrictions to be immediately terminated, and (c) all performance
objectives applicable to any Performance Share Award to be deemed attained; or
(ii) in the event of a Change in Control (as hereinafter defined).

         For purposes of this Section 11, a "Change in Control" means an event
that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 1(a) of the Current Report on Form
8-K, as in effect on the effective date of the Plan, pursuant to Section 13 or
15(d) of the Act; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred at such time as (a) any "person" within
the meaning of Section 14(d) of the Act becomes the "beneficial owner" as
defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of
the combined voting power of the then outstanding Voting Securities, (b) during
any two-year period, individuals who constitute the Board of Directors (the
"Incumbent Board") as of the beginning of the period cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director during such period whose election or nomination for election by the
Corporation's stockholders was


                                      -14-
<PAGE>

approved by a vote of at least three-quarters of the Incumbent Board (either by
a specific vote or by approval of the proxy statement of the Corporation in
which such person is named as a nominee for director without objection to such
nomination, other than in response to an actual or threatened Change in Control
or proxy contest) shall be, for purposes of this clause (b), considered as
though such person were a member of the Incumbent Board, or (c) the approval by
the Corporation's stockholders of the sale of all or substantially all of the
stock or assets of the Corporation. The Committee may adopt such procedures as
to notice and exercise as may be necessary to effectuate the acceleration of the
exercisability of Options, termination of Stock Restrictions, and attainment of
performance objectives as described above.

12. Share Withholding.

         With respect to any Option or Award, the Committee may, in its
discretion and subject to such rules as the Committee may adopt, permit or
require any Optionee or Award Recipient to satisfy, in whole or in part, any
withholding tax obligation which may arise in connection with an Option or Award
by electing to have the Corporation withhold Stock having a Fair Market Value
(as of the date the amount of withholding tax is determined) equal to the amount
of withholding tax.

13. No Right to Continued Employment or Service.

         Nothing contained in the Plan or in any Option or Award granted or
Agreement entered into pursuant to the Plan shall confer upon any employee the
right to continue in the employ of the Corporation, any consultant the right to
continue to perform services for the Corporation, or any Non-Employee Director
the right to continue as a member of the Board of Directors or interfere with
the right of the Corporation to terminate such employee's employment, such
consultant's service, or Non-Employee Director's service at any time.

14. Time of Granting Options and Employee Awards.

         Nothing contained in the Plan or in any resolution adopted by the Board
of Directors or the holders of Stock shall constitute the grant of any Option or
Award hereunder. An Option or Award under the Plan shall be deemed to have been
granted on the date on which the name of the recipient and the terms of the
Option or Award are set forth in an Agreement and delivered to the recipient,
unless otherwise provided in the Agreement.

15. Adjustments Upon Changes in Capitalization.

         Notwithstanding any other provision of the Plan, in the event of
changes in the outstanding Stock by reason of stock dividends, stock splits,
recapitalizations, combinations or exchanges of shares, corporate separations or
divisions (including, but not limited to, split-ups, split-offs, or spin-offs),
reorganizations (including, but not limited to, mergers or consolidations),
liquidations, or other similar events, the aggregate


                                      -15-
<PAGE>

number and class of shares available under the Plan, the number of shares
subject to Director Stock Awards, the maximum number of shares that may be
subject to Options and Awards, and the terms of any outstanding Options or
Awards (including, without limitation, the number of shares subject to an
outstanding Option or Award and the price at which shares of Stock may be issued
pursuant to an outstanding Option) and of any Stock Units shall be adjusted in
such manner as the Committee in its discretion deems appropriate.

16. Termination and Amendment of the Plan.

         Unless the Plan shall have been terminated as hereinafter provided, no
Option or Award shall be granted hereunder after the first meeting of the
Company's stockholders following March 31, 2004. The Board of Directors may at
any time prior to that date terminate the Plan or make such modification or
amendment to the Plan as it shall deem advisable; provided, however, that,
except as provided in Section 15, no amendment may be made without the approval
by the holders of Stock (to the extent such approval would be required for an
exemption under Section 16(b) of the Act which the Company wishes to have) if
such amendment would (a) increase the aggregate number of shares of Stock which
may be issued under the Plan, (b) materially modify the requirements as to
eligibility for participation in the Plan, or (c) materially increase the
benefits accruing to participants under the Plan. No termination, modification,
or amendment of the Plan may, without the consent of an Optionee or Award
Recipient, adversely affect in any material manner the rights of such Optionee
or Award Recipient under any Option or Award.

17. Amendment of Options and Awards at the Discretion of the Committee.

         The terms of any outstanding Option or Award may be amended from time
to time by the Committee in its discretion in any manner that it deems
appropriate, including, without limitation, acceleration of the date of exercise
of any Option or Award, termination of Stock Restrictions as to any Award, or
the conversion of an Incentive Stock Option into a Non-Qualified Stock Option;
provided, however, that no such amendment shall adversely affect in any material
manner any right of any Optionee or Award Recipient under the Plan without his
or her consent; and, provided further, that the Committee shall not (a) amend
any previously-issued Performance Share Award to the extent that such amendment
would cause such Performance Share Award not to qualify as performance based
compensation under Section 162(m) of the Code or (b) amend any previously-issued
Option to reduce the purchase price thereof whether by modification of the
Option or by cancellation of the Option in consideration of the immediate
issuance of a replacement Option bearing a reduced purchase price.

18. Government Regulations.

         The Plan and the grant and exercise of Options and Awards hereunder,
and the obligation of the Corporation to issue, sell, and deliver shares, as
applicable, under such Options and Awards, shall be subject to all applicable
laws, rules, and regulations.


                                      -16-
<PAGE>

Notwithstanding any other provision of the Plan, transactions under the Plan are
intended to comply with the applicable exemptions under Rule 16b-3 under the Act
as to persons subject to the reporting requirements of Section 16(a) of the Act
with respect to shares of Stock, and Options and Awards under the Plan shall be
fashioned and administered in a manner consistent with the conditions applicable
under Rule 16b-3.

19. Options and Awards in Foreign Countries.

         The Committee shall have the authority and discretion to adopt such
modifications, procedures, and subplans as it shall deem necessary or desirable
to comply with the provisions of the laws of foreign countries in which the
Corporation may operate in order to assure the viability of the benefits of the
Options and Awards made to individuals employed in such countries and to meet
the objectives of the Plan.

20. Governing Law.

         The Plan shall be construed, regulated, and administered under the
internal laws of the State of Delaware.

21. Stockholder Approval.

         The Plan shall become effective upon the date of adoption by the Board
of Directors, subject to approval by the stockholders of the Corporation in
accordance with applicable law. Unless so approved within one (1) year after the
date of the adoption of the Plan by the Board of Directors, the Plan shall not
be effective for any purpose. Prior to approval by the Corporation's
stockholders, the Committee may grant Options and Awards under the terms of the
Plan, but if stockholder approval is not obtained in the specified period, such
Options and Awards shall be of no effect.




                                      -17-