Exhibit 10.10.4

APPLERA
      CORPORATION/CELERA GENOMICS GROUP
  AMENDED AND RESTATED 1999 STOCK INCENTIVE
PLAN

FORM OF RESTRICTED STOCK BONUS AGREEMENT

RESTRICTED STOCK BONUSAGREEMENTdated
  as of [Grant Date] by and between Applera Corporation, a Delaware corporation
  (the Company), and [Name], a regular salaried employee of the Company or one of its subsidiaries (you).


1.   Grant of Restricted Stock Bonus.The Company hereby grants to you a RestrictedStock
Bonus (the Award)
for [Total Number of Shares]shares
(the Award Shares) of its Celera Genomics Group Common Stock, par value $.01 per share (the Celera Stock), under the terms of the Applera Corporation/Celera Genomics Group Amended and Restated 1999 Stock Incentive Plan (the Plan).


2.   Vesting.The
Award Shares will vest as to [25% of Total Number of Shares] shares on [First
Anniversary of Grant Date], [25% of Total Number of Shares] shares on [Second
Anniversary of Grant Date], [25% of Total Number of Shares] shares on [Third
Anniversary of Grant Date], and [25% of Total Number of Shares] shares on [Fourth
Anniversary of Grant Date] (each a Vesting Date), provided that you
have been at all times from the date of grant to and including the applicable
Vesting Date a regular employee of the Company or one of its subsidiaries.


3.   Termination
          of Employment.If
          your employment with the Company or a subsidiary is terminated by you
          or the Company for any reason prior to the vesting of all or a portion
          of the Award Shares, the Award Shares which have not vested will be
          forfeited and will revert back to the Company without payment to you
of any consideration.


4.   Delivery
          of Award Shares.Certificates
 	representing the Award Shares will be registered in your name but, at the
      discretion of the Management Resources Committee of the Board of Directors
      of the Company
 	(the Committee), may remain in the physical custody of the Company
 	or an escrow holder until the Award Shares have vested. In the event that
 	all	or a portion of the Award Shares are forfeited for any reason, those
 	shares	will revert back to the Company without payment to you of any consideration.


5.   Payment
of Dividends; Voting Rights.Prior
to the vesting of the Award Shares, you will have the right to vote and to receive
dividends, if any, on all of the unvested shares of Celera Stock covered by the
Award.


6.   Non-Transferability.Prior
      to the time that shares of Celera Stock issued pursuant to the Award are
      delivered to you, none of such shares may be sold, assigned, bequeathed,
      transferred, pledged, hypothecated, or otherwise disposed of in any way.


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7.   Change
        of Control.Subject
        to the terms of the Plan, all Award Shares will be deemed vested (without
        regard to the Vesting Dates) upon the occurrence of any of the events
        set forth in Section 11 of the Plan.


8.   No
        Right to Continued Employment.Neither
        the Award nor this Agreement confers upon you any right to continue to
        be an employee of the Company or any of its subsidiaries or interferes
        in any way with the right of the Company or any of its subsidiaries to
        terminate your employment at any time. The Award will terminate upon
        the termination of your employment for any reason. The Award will not
        be reinstated if you are subsequently reinstated as an employee of the
        Company or any subsidiary.


9.   No
        Right to Future Benefits.The
        Plan and the benefits offered under the Plan are provided by the Company
        on an entirely discretionary basis, and the Plan creates no vested rights
        in participants. Neither the Award nor this Agreement confers upon you
        any benefit other than as specifically set forth in this Agreement and
        the Plan. You understand and agree that the benefits offered under the
        Award and the Plan are not part of your salary and that receipt of the
        Award does not entitle you to any future benefits under the Plan or any
        other plan or program of the Company.


10.   Compliance
        with Law.No
        shares of Celera Stock will be delivered to you upon the vesting of the
        Award Shares unless counsel for the Company is satisfied that such delivery
        will be in compliance with all applicable laws.


11.   Entire
        Agreement.This
        Agreement and the Plan contain the entire agreement between you and the
        Company regarding the Award and supersede all prior arrangements or understandings
        with respect thereto.


12.   Terms
        of Plan Govern.This
        Agreement and the terms of the Award will be governed by the terms of
        the Plan which is hereby incorporated by reference in this Agreement.
        In the event of any ambiguity in this Agreement or any inconsistency
        between the terms of this Agreement and the terms of the Plan, the terms
        of the Plan will govern. By your signature below, you acknowledge receipt
        of the Plan Summary and agree to be bound by all of the terms of the
        Plan.


13.   Amendments.The
    Award or the Plan may, subject to certain exceptions, be amended by the Committee
    at any time in any manner. However, no amendment of the Award or the Plan
    will adversely affect in any material manner any of your rights under the
  Award without your consent.


14.   Governing
        Law.This
        Agreement will be governed by and construed in accordance with the internal
        laws of the State of Delaware.


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IN WITNESS
        WHEREOF,this
        Agreement has been duly executed by the undersigned as of the day and
        year first written above.


|                         | APPLERA
    CORPORATION
|------------------------ | -----------------------
|                         |                        
|                         | By:                    
|                         |                        
|                         |                        
|Accepted
    and Agreed: |                        
|                         |                        
|                         |                        
|                         |                        
|[Name]                   |                        

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