**EXHIBIT 10.10**

**THE EXCESS BENEFIT PLAN**

**OF**

**APPLERA CORPORATION**

Amended and Restated

Effective July 1, 2004

 

----

Back to Contents

**TABLE OF CONTENTS**

|      |                      | Page No. |
|-----------|---------------------------|----------|
|      |                      |          |
| ARTICLE 1 | Definitions               | 1        |
|      |                      |     |
| ARTICLE 2 | Purpose of Plan           | 4        |
|      |                      |     |
| ARTICLE 3 | Eligibility               | 5        |
|      |                      |     |
| ARTICLE 4 | Benefits                  | 6        |
|      |                      |     |
| ARTICLE 5 | Investment Direction      | 9        |
|      |                      |     |
| ARTICLE 6 | Administration            | 11       |
|      |                      |     |
| ARTICLE 7 | Amendment and Termination | 14       |
|      |                      |     |
| ARTICLE 8 | Trust                     | 15       |
|      |                      |     |
| ARTICLE 9 | Miscellaneous             | 16       |

 

----

Back to Contents

**THE EXCESS BENEFIT PLAN**

**OF**

**APPLERA CORPORATION**

     Applera Corporation, a Delaware corporation having its principal place of business in Norwalk, Connecticut, hereby restates as of July 1, 2004, The Excess Benefit Plan of Applera Corporation, which was effective as of August 1, 1984.

**ARTICLE 1****Definitions**

     The words and phrases defined hereinafter shall have the following meaning:

     Section      1.1 - Act.  The Employee Retirement Income Security Act of 1974.

     Section      1.2 - Beneficiary.  The person or persons named under the provisions      of Section 4.4 of this Plan.

     Section      1.3 - Board of Directors.  The Board of Directors of the Company.

     Section      1.4 - Change in Control.  Shall mean 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 hereof, pursuant to Section 13      or 15(d) of the Securities Exchange Act of 1934, as amended; 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 Securities Exchange Act of 1934, as amended,      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 of the Company entitled to vote      generally in the election of directors; (b) during any two-year period,      individuals who constitute the Board (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 Company’s      stockholders was 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 Company 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

1

----

Back to Contents

purposes          of this clause (b), considered as though such person were a member    of the Incumbent Board; or (c) the approval by the Company’s stockholders          of the sale of all or substantially all of the stock or assets of the    Company.

     Section      1.5 - Code.  The Internal Revenue Code of 1986, as amended,      or as it may be amended from time to time.

     Section      1.6 - Company.  Applera Corporation, a Delaware corporation,      or any successor to it in ownership of all or substantially all of its      assets.

     Section      1.7 - Committee.  The Committee as appointed by the Board of      Directors and shall be the same Committee as constituted under Article      XII of The Employee Pension Plan of Applera Corporation.

     Section      1.8 - Defined Contribution Account– Shall mean the      book account which reflects the credits under Section 4.1(b) and the investments      gains or losses under Article 5 to the book account.

     Section      1.9 - Defined Contribution Credit– Shall mean the credit      to a Participant’s Defined Contribution Account under Section 4.1(b)      of the Plan.

     Section      1.10 - Effective Date.  August 1, 1984.  The effective date      of this restatement is July 1, 2004.

     Section1.11 - Employee.  Any person, including any officer or director who is employedin the service of the Company and who is a participant in the Pension Plan orthe Savings Plan.

     Section      1.12 - Measurement Funds.  A Participant may elect one or more of the      Measurement Funds selected by the Committee for the purpose of crediting      additional amounts to his or her Defined Contribution Account. The Committee      may, in its sole discretion, discontinue, substitute or add a Measurement      Fund on a prospective basis at any time and in any manner it deems appropriate.

     Section 1.13- Pension Plan.  The Employee Pension Plan of Applera Corporation.

     Section      1.14 - Plan.  The Excess Benefit Plan of Applera Corporation.

2

----

Back to Contents

     Section      1.15 - Plan Year.  The period August 1, 1992 through June 30, 1993      shall constitute a short Plan Year. Thereafter, a Plan Year shall mean      each twelve      (12) consecutive month period from July 1 to the next succeeding June 30.

     Section      1.16 - Savings Plan.  The Employee 401(k) Savings Plan of Applera Corporation.

     Any word or phrase that is not a defined term in this section, which is a defined word or term in either the Savings Plan or Pension Plan and is used in this Plan, shall have the same meaning as it does in the Plan in which it appears.

3

----

Back to Contents

**ARTICLE 2****Purpose of Plan**

     Section2.1 - Purpose.  This Plan is designed to provide retirement benefits payableout of the general assets of the Company where benefits cannot be paid underthe Pension Plan and/or contributions are limited under the Savings Plan becauseof the application of Code Section 415 and Code Section 401(a)(17) and the provisionsof the Pension Plan and/or the Savings Plan which implement such sections.

4

----

Back to Contents

**ARTICLE 3****Eligibility**

     Section3.1 - Eligibility.  Participation in the Plan shall be limited to a selectgroup of management or highly compensated Employees of the Company, as determinedby the Committee in its sole discretion. From that group, the Committee shallselect in its sole discretion, Employees to participate in the Plan.

5

----

Back to Content

**ARTICLE 4****Benefits**

     Section4.1 - Amount of Benefits.  The benefit payable under this Plan shall be equalto the sum of the following amounts:

|        | a)     | the benefit, if any, which, when calculated under the Pension Plan without taking into account the provisions of the Pension Plan dealing with limits on pensions imposed by Code Section 415 and Code Section 401(a)(17), is in excess of the benefit payableto or on behalf of the Employee under the Pension Plan after taking into accountsuch provisions; and                                                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        | b)     | an amount equal to the Company Matching Contributions which would have been allocated on behalf of the Employee under Article III of the Savings Plan if the limitations of Code Sections 401(a)(17) and 415 were inapplicable, adjusted to take into account investment income and gain or loss experienced by the Measurement Funds as selected by the Participant.                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | In order to receive a Defined Contribution Credit under this Plan, the Employee must make a Voluntary Tax Deferred Contribution to the Savings Plan equal to the Section 402(g) of the Code limitation.  The amount of the Defined Contribution Credit under this Plan shall be equal to the lesser of (i) six percent (6%) of the Employee’s gross compensation before pre-tax reductions or (ii) the Section 402(g) of the Code limitation offset by the Company Matching Contribution in the Savings Plan. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | Prior to July 1, 2004, the Plan also provided credits for Automatic Company Contributions and Additional Automatic Company Contributions which were impacted by the limitations described in the above paragraph.                                                                                                                                                                                                                                                                                                  |

     Section      4.2 - Form of Benefit Payment.  Benefits payable to or on behalf of      an Employee or his Beneficiary resulting from the provisions of Section      4.1 shall be payable as follows:

|        | a)     | A benefit payable under Section 4.1(a) shall be paidin monthly installments after adjustment in accordance with the optional formof benefits elected under the Pension Plan. The Beneficiary under this Section4.1(a) shall be |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                           |

6

----

Back to Contents

|  |   | the same as the Pension Plan. Notwithstanding,      if the lump sumpresent value of an Employee’s benefit at time of payment is equal to orless than $5,000, such benefit shall be paid in a lump sum.                                                                                                                                                                                                                                      |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | b)     | The form of a benefit payable under Section 4.1(b) shall be subject to the discretion of the Committee.  It may be paid in the form of a lump sum, a term certain annuity, single life annuity, joint and survivor annuity or by a combination of such methods.  Notwithstanding, if the Employee’s Defined Contribution at time of payment is equal to or less than $5,000, such Defined Contribution Account shall be paid in a lump sum. |

     Section      4.3 - Time of Benefit Payments.  Benefits due under this Plan shall      be paid at such time or times following the Employee’s termination,      retirement or death as the Committee in its discretion determines.

     Section      4.4 - Beneficiary in the Event of Death.  

|   | a)     | Each Employer shall have the right, at any time, to designate his Beneficiary for purposes of the Section 4.1(b) Defined Contribution Account to receive any benefits payable under the Plan upon his death.  The Beneficiary designated under the Plan may be the same as or different from the Beneficiary designation under any other plan of the Company in which the Employee participates.                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | b)     | An Employee shall designate his Beneficiary in the form and manner specified by the Committee.  An Employee shall have the right to change his Beneficiary by complying with the terms of the Committee’s rules and procedures, as in effect from time to time.  If a married Participant names someone other than his spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee.  Upon the acceptance by the Committee of a new Beneficiary designation, all Beneficiary designations previously made shall be canceled.  The Committee shall be entitled to rely on the last Beneficiary designation made by the Employee and accepted by the Committee prior to hisdeath. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | c)     | No designation or change in designation of a Beneficiaryshall be effective until received and acknowledged in writing by the Committeeor its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

7

----

Back to Contents

|   |   | designated agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | d)     | Upon the death of an Employee, any remaining        benefits due under this Plan to an Employee other than benefits resulting        from subsection 4.1(a) shall be distributed to (i) the Beneficiary designated        by the Employee under this Plan, or if none, (ii) the Beneficiary designated        by the Employee under the Pension Plan, or if none, (iii) the Beneficiary        designated by the Employee under the Savings Plan, or if none, (iv) the    estate of the deceased Employee. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

     Section      4.5 - Benefits Unfunded.  Benefits payable under this Plan shall be      paid by the Company each year out of its general assets and shall not be      funded in any manner.

     Section      4.6 - Vesting.  An Employeeshall not have a right to a benefit under this Plan unless:

|  | a)     | for purposes of the Section 4.1(a) benefit, he has five (5) yearsof vesting service under the Pension Plan; and                                        |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   |                                                                                                                                                   |
|  | b)     | for purposes of the Section 4.1(b) benefit, he hascompleted years of vesting service under the Savings Plan in accordance with the following schedule: |
|  |   |                                                                                                                                                   |

|   | Years of Vesting    Service | Vested Percentage |
|--------|-----------------------------|-------------------|
|   |                        |              |   |   |   |
|   |                        | Less than 1       |   | 0 | % |
|   |                        | 1 but less than 2 |   | 25 | % |
|   |                        | 2 but less than 3 |   | 50 | % |
|   |                        | 3 but less than 4 |   | 75 | % |
|   |                        | 4 or more         |   | 100 | % |

8

----

Back to Contents

**ARTICLE 5****Investment Direction**

     Section      5.1 - Investment of Defined Contribution Credit.  A Participant shall      elect, in such form and manner as the Committee may direct or permit, the      percentage of his or her Defined Contribution Credit that will be deemed      invested in each Measurement Fund. An initial investment election of a      Participant shall be made as of July 1, 2004 for existing Participants      and for new Participants, the date the Participant commences or recommences      participation in the Plan. The Participant may make changes to such investment      elections at such times and in such manner as the Committee may permit,      and such elections shall apply to his or her Defined Contribution Credit      from and after the effective date of such election. Any investment election      timely and properly made pursuant to this Section 5.1 with respect to a      Participant’s Defined Contribution Credit shall remain in effect      until changed by the Participant. The Committee shall have complete discretion      to adopt and revise procedures to be followed in making investment elections.

     Section      5.2 - Investment of Existing Defined Contribution Account.  A Participant,      in connection with his or initial Defined Contribution Credit election      in accordance with Section 5.1 above, shall elect, in such form and manner      as the Committee may direct or permit, the percentage of his or her exiting      Defined Contribution Account that will be deemed invested in each Measurement      Fund. The Participant may make changes to such investment elections at      such times and in such manner as the Committee may permit, and such elections      shall apply to his or her Defined Contribution Account from after the effective      date of such election. Any investment election timely and properly made      pursuant to thisSection 5.2 with respect to a Participant’s Defined Contribution Accountshall remain in effect until changed by the Participant. The Committee shallhave complete discretion to adopt and revise procedures to be followed in makinginvestment elections.

     Section      5.3 - Proportionate Allocation.  In making any election described in      Sections 5.1 and 5.2 above, the Participant shall specify, in any whole      percentage, the percentage of his or her Defined Contribution Credit and/or      Defined Contribution Account to be allocated to a Measurement Fund (as      if the Participant was making an investment in that Measurement Fund with      that portion of his or her Defined Contribution Credit or Defined Contribution      Account as the case may be). Such election shall be made in such form and      manner as the Committee shall direct or permit.

9

----

Back to Contents

     Section      5.4 - Crediting or Debiting Method.  The performance of each Measurement      Fund (either positive or negative) will be determined by the Committee,      in its reasonable discretion, based on the performance of the Measurement      Funds themselves. A Participant’s Defined Contribution Account shall      be credited or debited on a daily basis based on the performance of each      Measurement Fund selected by the Participant, as determined by the Committee      in its sole discretion, as though (a) a Participant’s Defined Contribution      Account was invested in the Measurement Fund(s) selected by the Participant,      in the percentages applicable as of the close of business on such date      and at the closing price on such date; (b) the portion of the Defined Contribution      Credit that was credited was invested in the Measurement Fund(s) selected      by the Participant, in the percentages applicable as of the close of business      on the business day on which such amounts were credited to the Defined      Contribution Account at the closing price on such date; and (c) any distribution      made to a Participant that decreases such Participant’s Defined Contribution      Account ceased being invested in the Measurement Fund(s), in the percentages      applicable, as of the business day prior to the distribution, at the closing      price on such date.

     Section      5.5 - No Actual Investment.  Notwithstanding any other provision of      the Plan that may be interpreted to the contrary, the Measurement Funds      are to be used for measurement purposes only, and a Participant’s      election of any such Measurement Fund, the allocation of his or her Defined      Contribution Credit and/or defined Contribution Account thereto, the calculation      of additional amounts and the crediting or debiting of such amounts to      a Participant’s Defined Contribution shall not be considered or construed      in any manner as an actual investment of, or as a requirement or direction      to actually invest, his or her Defined Contribution Credit or Defined Contribution      Account in any such Measurement Fund. In the event that the Company or      the trustee of the Trust, in its own discretion, decides to invest funds      in any or all of the Measurement Funds, no Participant shall have any rights      in or to such investments themselves. Without limiting the foregoing, a      Participant’s Defined Contribution Account shall at all times be      a bookkeeping entry only and shall not represent any investment made on      his or her behalf of the Company or the Trust. The Participant shall at      all times remain an unsecured creditor of the Company.

10

----

Back to Contents

**ARTICLE 6****Administration**

     Section      6.1 - Committee Duties**.** The Plan shall be administered by a      Committee which shall be appointed by the Board of Directors and shall      be the same Committee as constituted under Article XII of The Employee      Pension Plan of Applera Corporation. Members of the Committee may be participants      under the Plan. The Committee shall also have the absolute discretion and      authority to (a) make, amend, interpret, and enforce all appropriate rules      and regulations for the administration of the Plan and (b) decide or resolve      any and all ques­tions, including interpretations of the Plan, as      may arise in connection with the Plan. Any individual serving on the Committee      who is a participant shall not vote or act on any matter relating solely      to himself. When making a determination or calculation, the Committee shall      be entitled to rely on information furnished by an Employee or the Company.

     Section      6.2 - Agents.**** In the administration of the Plan,      the Committee may, from time to time, employ agents and delegate to them      such administrative duties as it sees fit (including acting through a duly      appointed representative) and may from time to time consult with counsel      who may be counsel to the Company.

     Section      6.3 - Binding Effect of Decisions**.**  The decision or action of      the Committee with respect to any question arising out of or in connection      with the administration, interpretation and application of the Plan and      the rules and regulations promulgated hereunder shall be final and conclusive      and binding upon all persons having any interest in the Plan.

     Section      6.4 - Indemnity of Committee**.** The Company shall indemnify and      hold harmless the members of the Committee and any Employee to whom the      duties of the Committee may be delegated against any and all claims, losses,      damages, expenses, or liabilities arising from any action or failure to      act with respect to the Plan, except in the case of willful misconduct      by the Committee or any of its members or any such Employee.

     Section      6.5 - Claims Procedure

     (a)      A    claim for benefits under the Plan must be made to the Committee in writing.    The Committee shall have the absolute power, authority and discretion to    adjudicate claims. The applicant shall be notified in writing of any adverse    decision with

11

----

Back to Contents

respect to his claim within ninety      (90) days after its submission. The notice shall be written in a manner calculated      to be understood by the        applicant and shall include:              

|   |   | (1)    | the specific reason or reasons    for the denial;                                                                                                                          |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                       |
|   |   | (2)    | specific references to the pertinent Plan provisions on which the denial is based;                                                                                         |
|   |   |   |                                                                                                                                                                       |
|   |   | (3)    | a description of any additional material or information necessary for the applicant to perfect the claim and an explanation why such material or information is necessary; |
|   |   |   |                                                                                                                                                                       |
|   |   | (4)    | an explanation of the Plan’s    claim review procedures; and                                                                                                          |
|   |   |   |                                                                                                                                                                       |
|   |   | (5)    | a statement of the applicant’s    right to bring civil action under ERISA.                                                                                            |

If special circumstances require an extension of time for processing the initial claim, a written notice of the extension and the reason therefor shall be furnished to the applicant before the end of the initial ninety (90) day period.  In no event shall such extension exceed ninety (90) days.

     (b)      In the event a claim for benefit is denied, the applicant or his duly authorized representative, at the applicant’s expense, may appeal the denial to the Committee within sixty (60) days of the receipt of written notice of denial.  In pursuing such appeal, the applicant or his duly authorized representative may:

|   | (1)    | request in writing that the Committee    review the denial;                              |
|--------|--------|------------------------------------------------------------------------------------------|
|   |   |                                                                                     |
|   | (2)    | review all relevant documents, records, and other information relevant to the claim; and |
|   |   |                                                                                     |
|   | (3)    | submit issues and comments in    writing.                                                |

     The    decision on review shall be made within sixty (60) days of receipt of the    request for review, unless special circumstances require an extension of    time for processing, in which case a decision shall be rendered as soon as    possible, but not later than one hundred twenty (120) days after receipt    of a request for review. If such an extension of time is

12

----

Back to Contents

required, written          notice of the extension shall be furnished to the applicant before    the end of the original sixty (60) day period which explains the reasons    for        the          extension and the date a decision is expected. The decision on review      shall be written in a manner calculated to be understood by the applicant,      and          shall include specific references to the pertinent Plan provisions    on which such denial is based, a statement that applicants can receive free      of charge          copies of all documents, records, and other information relevant to    the        claim; a statement describing the applicant’s right to bring civil        action under ERISA; and a description of voluntary appeals procedures,        if any, offered          by the Plan.

     Compliance with the forgoing provisions of Section 6.5 is a mandatory prerequisite to the Employee’s or Beneficiary’s right to commence any legal action with respect for benefits under the Plan.

13

----

Back to Contents

**ARTICLE 7****Amendment and Termination**

     Section      7.1 - Amendment and Termination.  While the Company intends to maintain      this Plan in conjunction with the Pension Plan and the Savings Plan for      as long as necessary, the Company acting through its Board, reserves the      right to amend and/or terminate it at any time for whatever reasons it      may deem appropriate.

     Section      7.2 - Committee and Amendment of Plan.  Notwithstanding Section 7.1      above, the Committee shall be authorized to amend the Plan without the      approval of the Board. However, the Committee shall not have the authority      to amend the Plan if such amendment shall have a financial impact to the      Company of one million dollars or more.

14

----

Back to Contents

**ARTICLE 8****Trust**

     Section8.1 - Establishment of the Trust Notwithstanding the Unfunded Status of the Plan.The Company may establish a grantor Trust, and may transfer over to the Trustsuch assets as the Company determines, in its sole discretion, are necessaryto provide, on a present value basis, for its respective future liabilities createdwith respect to the Defined Contribution Account.

     Section      8.2 - Interrelationship of the Plan and the Trust.  The provisions      of the Plan and the Plan Agreement shall govern the rights of a Participant      to receive distributions pursuant to the Plan. The provisions of the Trust      shall govern the rights of the Company, Participants, and the creditors      of the Company to the assets transferred to the Trust.

     Section      8.3 - Distributions From the Trust.  The Company’s obligations      under the Plan may be satisfied with Trust assets distributed pursuant      to the terms of the Trust, and any such distribution shall reduce the Company’s      obligations under the Plan.

15

----

Back to Contents

**ARTICLE 9****Miscellaneous**

     Section      9.1 - Status of Plan.  The Plan is intended to be a plan that is not      qualified within the meaning of Code Section 401(a) and that “is      unfunded and is maintained by an employer primarily for the purpose of      providing deferred compensation for a select group of management or highly      compensated employees” within the meaning of ERISA Sections 201(2),      301(a)(3), and 401(a)(1). The Plan shall be administered and interpreted      to the extent possible in a manner consistent with that intent.

     Section      9.2 - Unsecured General Creditor.  Participants and their Beneficiaries,      heirs, successors, and assigns shall have no legal or equitable rights,      interests, or claims in any property or assets of the Company. For purposes      of the payment of benefits under the Plan, any and all of the Company’s      assets shall be, and remain, the general, unpledged unrestricted assets      of the Company. The Company’s obligation under the Plan shall be      merely that of an unfunded and unsecured promise to pay money in the future.

     Section      9.3 - Company’s Liability.  This Plan supersedes and shall be      in lieu of all prior plans, arrangements, or understandings regarding the      benefits provided by the Plan, whether written or oral.

     Section      9.4 - Nonassignability.  Neither a Participant nor any other person      shall have any right to commute, sell, assign, transfer, pledge, anticipate,      mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey      in advance of actual receipt, the amounts, if any, payable hereunder, or      any part thereof, which are, and all rights to which are expressly declared      to be, unassignable and non-transferable. No part of the amounts payable      shall, prior to actual payment, be subject to seizure, attachment, garnishment,      or sequestration for the payment of any debts, judgments, alimony, or separate      maintenance owed by a Participant or any other person, be transferable      by operation of law in theevent of a Participant’s or any other person’s bankruptcy or insolvency,or be transferable to a spouse as a result of a property settlement or otherwise.

     Section      9.5 - Not a Contract of Employment.  The terms and conditions of the      Plan shall not be deemed to constitute a contract of employment between      the Company and a Participant. Such employment is hereby acknowledged to      be an “at will” employment relationship that can be terminated      at any time for any reason, or no reason, with or without cause, and with      or without notice, except as otherwise expressly provided in a written      employment agreement. Nothing in the Plan shall be deemed to give a

 

16

----

Back to Contents

Participant            the right to be retained in the service of the Company as an Employee        or to interfere with the right of any Employer to discipline or discharge            the Participant at any time.

     Section      9.6 - Furnishing Information.  A Participant or his or her Beneficiary      shall cooperate with the Committee by furnishing any and all information      requested by the Committee and take such other actions as may be requested      in order to facilitate the administra­tion of the Plan and the payments      of benefits hereunder, including but not limited to taking such physical      examinations as the Committee may deem necessary.

     Section      9.7 - Terms.  Whenever any words are used herein in the masculine,      they shall be construed as though they were in the feminine in all cases      where      they would so apply; and whenever any words are used herein in the singular      or in the plural, they shall be construed as though they were used in the      plural or the singular, as the case may be, in all cases where they would      so apply.

     Section9.8 - Captions.  The captions of the articles, sections, and paragraphs ofthe Plan are for convenience only and shall not control or affect the meaningor construction of any of its provisions.

     Section      9.9 - Governing Law.  The provisions of the Plan shall be construed      and interpreted according to the internal laws of the State of Connecticut      without regard to its conflicts of laws principles.

     Section      9.10 - Notice.  Any notice or filing required or permitted to be given      to the Committee under the Plan shall be sufficient if in writing and hand-delivered,      or sent by registered or certified mail, to the address below: 

Applera Corporation301 Merritt 7Norwalk, CT  06851-1070Attn:Vice President – Human Resources 

     Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

17

----

Back to Contents

     Any notice or filing required or permitted to be given to a Participant under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

     Section      9.11 - Successors.  The provisions of the Plan shall bind and inure      to the benefit of the Participant’s Company and its successors and      assigns and the Participant and the Participant’s designated Beneficiaries.

     Section      9.12 - Spouse’s Interest.  The interest in the benefits hereunder      of a spouse of a Participant who has predeceased the Participant shall      automatically pass to the Participant and, except as otherwise provided      in Section 9.15, shall not be transferable by such spouse in any manner,      including but not limited to such spouse’s will, nor shall such interest      pass under the laws of intestate succession.

     Section      9.13 - Validity.  In case any provision of the Plan shall be determined      to be illegal or invalid for any reason, said illegality or invalidity      shall not affect the remaining parts hereof, but the Plan shall be construed      and enforced as if such illegal or invalid provision had never been inserted      herein.

     Section      9.14 - Incompetency.  If the Committee determines in its discretion      that a benefit under the Plan is to be paid to a minor, a person declared      incompetent, or to a person incapable of handling the disposition of that      person’s property, the Committee may direct payment of such benefit      to the guardian, legal representative, or person having the care and custody      of such minor, incompetent, or incapable person. The Committee may require      proof of minority, incompetence, incapacity, or guardianship, as it may      deem appropriate, prior to distribution of the benefit. Any payment of      a benefit shall be a payment for the account of the Participant and the      Participant’s Beneficiary, as thecase may be, and shall be a complete discharge of any liability under the Plan      for such payment amount.

     Section      9.15 - Legal Fees to Enforce Rights After Change in Control.  The Company      is aware that upon the occurrence of a Change in Control, the Board or      (which might then be composed of new members) or a shareholder of the Company,      or of any successor corporation might then cause or attempt to cause the      Company or such successor to refuse to comply with its obligations under      the Plan and might cause or attempt to cause the Company to institute,      or may institute, litigation seeking to deny Participants the benefits      intended under the Plan. In these circumstances, the purpose of the Plan      could be frustrated. Accordingly, if, following a Change in Control, it      should

18

----

Back to Contents

appear to any participant that the      Company, or any successor corporation has failed to comply with any of its      obligations under the Plan or any          agreement thereunder or, if the Company, or any other person takes any          action to declare the Plan void or unenforceable or institutes any litigation          or other legal action designed to deny, diminish, or to recover from      any participant the benefits intended to be provided, then the Company irrevocably          authorize such participant to retain counsel of his or her choice at      the          expense of the Company to represent such participant in connection with          the initiation or defense of any litigation or other legal action, whether          by or against the Company or any director, officer, shareholder, or other          person affiliated with the Company or any successor thereto in any jurisdiction.

     Section      9.16 - Tax Withholding.  The Company or the trustee of the Trust shall      withhold, in such manner as determined by the Company or the trustee (as      the case may be) in its sole discretion, from any payments made to a Participant      under the Plan such amount or amounts as may be required to comply with      all federal, state, and local income, employment, and other withholding      obligations. 

     Section      9.17 - Effect on Other Employee Benefit Plans.  Any benefit paid or      payable under this Plan shall not be included in a Participant’s      compensation for purposes of computing benefits under any employee benefit      plan maintained or contributed to by an Employer except as may otherwise      be required under the terms of such employee benefit plan.

The information contained herein has been provided by Applera Corporation and is the sole responsibility of Applera Corporation.

 

19

----