**Exhibit 10.37**

EMPLOYMENT AGREEMENT

 AGREEMENT entered into    as of September 5, 2000 between PE CORPORATION, a Delaware corporation having    its principal    place of business at Norwalk, 	 	    Connecticut (the “Company”) and Barbara J. Kerr, residing at 410 Pine Street, Mill Valley, CA 94941 (the “Employee”). 

 WHEREAS, the Employee    has rendered and/or will render valuable services to the Company and it is    regarded essential    by the Company that it havethe benefit of Employee’s services in future years; and

 WHEREAS, the Board of    Directors of the Company believes that it is essential that,      in the event of the possibility of a Change in Control of the Company (as      defined herein), the Employee be able to continue her attention and dedication      to her duties and to assess and advise the Board of Directors of the Company      (the “Board”) 	 	        whether such proposals would be in the best interest of the Company 	 	        and its stockholders without distraction regarding any uncertainty  concerning her future with the Company; and 

WHEREAS, the Employee 	 	          is willing 	 	          to    agree to continue to serve the Company in the future; 

NOW,      THEREFORE, it is mutually agreed as follows:	

1.   Employment.        The Company agrees to employ Employee, and the Employee agrees to serve        as an employee of the Company or one or more of its subsidiaries after    a Change of Control            during the Period of Employment (as those terms are defined in Section    2 

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hereof) in such executive  capacity as Employee served immediately prior to the Change in Control which  caused the commencement of the Period of Employment. The Employee also agrees  to serve during the Period of Employment, if elected or appointed thereto,    as a Director of the Board of Directors of the Company and as a member of    any committee  of the Board of Directors. Notwithstanding anything to the contrary herein,  the Period of Employment shall not commence and the Employee shall not be entitled  to any rights, benefits, or payments hereunder unless and until a Change in    Control has occurred.

2.   Definitions.

(a)   Cause. During    the Period of Employment, “Cause” means termination upon (i) the    willful and continued failure by the Employee to perform substantially herduties with the Company(other than any such failure resulting from the Employee’s incapacity due to physical    or mental illness) after a demand for a substantial performance is delivered    to the Employee by the Chief Executive Officer of the Company (“CEO”)    which specifically identifies the manner in which the CEO believes that the    Employee has not substantially performed her duties, or (ii) the willful    engaging by the Employee in illegal conduct which is materially and demonstrably    injurious to the Company. For purposes of this Section 2(a), no act, or failure    to act, on the part of the Employee shall be considered “willful” unless    done, or omitted to be done, by the Employee in bad faith and without reasonablebelief that the Employee's action or omission was in, or not

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opposed to, the best interests    of the Company. Any act, or failure to act, based upon authority given pursuant    to a resolution duly adopted by the Board or based upon the advice of counsel    for the Company shall be conclusively presumed to be done, or omitted to    be done, by the Employee in good faith and in the best interests of the Company.    Notwithstanding the foregoing, the Employee shall not be deemed to have been    terminated for Cause unless and until there shall have been delivered to    the Employee a copy of a resolution duly adopted by the affirmative vote    of not less than three quarters of the entire membership of the Board at    a meeting of the Board called and held for that purpose (after reasonable    notice to the Employee and an opportunity for her, together with counsel,    to be heard before the Board), finding that in the good faith opinion of    the Board the Employee was guilty of the conduct set forth above in (i) or    (ii) of this Section 2(a) and specifyingthe particulars thereof in detail.

(b)   Cash Compensation. “Cash  Compensation” shall mean the sum of (i) Employee’s Base Salary (determined  in accordance with the provisions of Section 4(a) hereof) and (ii) Employee’s incentive    compensation (provided for under Section 4(b) hereof), which shall be an    amount equal to the greatest of (x) the average of the amount of Employee’s    incentive compensation for the last three completed fiscal years immediately    prior to the Employee’s termination of employment (whether or not such    years occurred during the Period of Employment), (y) the target amount ofsuch

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(c)   Change in Control. “Change  in Control” means the occurrence of any of the following: an event thatwould be required to be reported (assuming such event has not been “previouslyreported”) in response to Item 1(a) of the Current Report on Form 8-K, asin effect on the date hereof, pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934; provided, however, that, without limitation, such a Changein Control shall be deemed to have occurred at such time as (i) any “person” withinthe meaning of Section 14(d) of the Securities Exchange Act of 1934 becomes the “beneficialowner” as defined in Rule 13d-3 thereunder, directly or indirectly, of morethan 25% of the Company’s Common Stock; (ii) during any two-year period,individuals who constitute the Board of Directors of the Company (the “IncumbentBoard”) as of the beginning of the period cease for any reason to constituteat least a majority thereof, provided that any person becoming a director duringsuch period whose election or nomination for election by the Company’s stockholderswas approved by a vote of at least three quarters of the Incumbent Board (eitherby a specific vote or by approval of the proxy statement of the Company in whichsuch person is named as a nominee for director without objection to such nomination)shall be, for purposes of this clause (ii), considered as though 

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(d)   Disability. “Disability” means  the absence of the Employee from her duties with the Company on a full-time    basis for one hundred eighty (180) consecutive days as a resultof incapacity due to    physical or mental	illness. 

(e)   Good Reason.During the Period of Employment, “Good Reason” means:

(i)   an adverse change        in the status of the Employee (other than any such change primarily attributableto the fact that the Company may no longer be publicly owned) or position(s)    as an officer of the Company as in effect immediately prior to the Change    in        Control or the assignment to the Employee of any duties or responsibilities        which, in her reasonable judgment, are inconsistent with such status        or position(s), or any removal of the Employee from or any failure to        reappoint or reelect her to such position(s) (except in connection with        the termination of the Employee’s employment for Cause, Disability,        or upon attaining age 65 or upon taking early retirement under any of        the Company's retirement plans, or as a result of death or by the Employeeother than for Good Reason);

(ii)   a reduction        by the Company after a Change in Control in the Employee’s BaseSalary;

(iii)   a material        reduction after a Change in Control in the Employee’s total annualcompensation; provided, however, 

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(iv)   the failure by the Company    to continue in effect any Benefit Plan (as hereinafter defined) in which Employee    was participating at the time of the Change in Control (or Benefit Plans providing          Employee with at least substantially similar benefits) other than as          a result of the normal expiration of any such Benefit Plan in accordance          with its terms as in effect at the time of the Change in Control, or          the taking of any action, or the failure to act, by the Company which          would adversely affect Employee’s continued participation in any          such Benefit Plans on at least as favorable a basis to Employee as was          the case immediately prior to the Change in Control or which would materially          reduce Employee’s benefits in the future under any of such Benefit          Plans or deprive Employee of any material benefit enjoyed by Employee          immediately prior to the Change in Control; 

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(vi)   the      Company’s requiring the Employee after a Change in Control to be based      more than fifty miles from the Employee’s principal place of business      immediately prior to the Change in Control except for required travel on      the Company’s business to an extent substantially consistent with      the business travel obligations which she undertook on behalf of the Company      prior to the Change in Control. 

(f)   Period        of Employment. (i) “Period of Employment” means, subject        to the provisions of Section 2(f)(ii), the period of thirty-six (36)        months commencing on the date of a Change in Control (as defined in Section        2(c) hereof) and the period of any extension or extensions thereof in        accordance with the terms of this Section. The Period of Employment shall        be extended automatically by one week for each week in which the Employee’s        employment continues after the date of a Change in Control.

(ii)   Notwithstanding      the provisions of Section 2(f)(i) hereof, the Period of Employment shall      terminate upon the occurrence of the earliest of (A) the Employee’s      attainment of age 65, or the election by the Employee to retire early from      the Company under any of its retirement plans, (B) the death of the Employee,      (C) the Disability of the Employee or (D) a termination

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of Employee's employment    by the Company for Cause or by the Employee without Good Reason.

(g)   Termination        Date. “Termination Date” means the date on which the Period        of Employment terminates.

3.    Duties        During the Period of Employment. While employed by the Company during        the Period of Employment, the Employee shall devote her full business        time, attention, and best efforts to the affairs of the Company and its        subsidiaries; provided, however, that the Employee may        engage in other activities, such as activities involving charitable,        educational, religious, and similar types of organizations, speaking        engagements, membership on the board of directors of other organizations,        and similar types of activities to the extent that such other activities        do not prohibit the performance of her duties under this Agreement, or        inhibit or conflict in any material way with the business of the Company        and its subsidiaries.

4.   Current        Cash Compensation.

(a)   Base      Salary. The Company will pay to the Employee while employed by the Company      during the Period of Employment an annual base salary ("Base Salary") in      an amount determined by the Board of Directors or its Compensation Committee      which shall never be less than the greater of (i) the Employee’s Base      Salary prior to the commencement of the Period of Employment or (ii) her      Base Salary during the preceding year of the Period of Employment; provided, however,      that it is agreed between the

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 parties that the Company    shall review annually the Employee’s Base Salary, and in light of such    review may, in the discretion of the Board of Directors or its Compensation    Committee, increase such Base Salary taking into account the Employee’s    responsibilities, inflation in the cost of living, increase in salaries of    executives of other corporations, performance by the Employee, and other    pertinent factors. The Base Salary shall be paid in substantially equal biweekly    installments while Employee is employed by the Company.

(b)   Incentive        Compensation. While employed by the Company during the Period of        Employment, the Employee shall continue to participate in such of the        Company’s incentive compensation programs for executives as the        Employee participated in prior to the commencement of the Period of Employment.        Any amount awarded to the Employee under such programs shall be paid        to Employee in accordance with the terms thereof.

5.   Employee        Benefits. 

(a)   Vacation        and Sick Leave. The Employee shall be entitled during the Period        of Employment to a paid annual vacation of not less than twenty (20)        business days during each calendar year while employed by the Company        and to reasonable sick leave.

(b)   Regular        Reimbursed Business Expenses. The Company shall reimburse the Employee        for all expenses and disbursements reasonably incurred by the Employee        in the performance of her duties during the Period of Employment. 

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(c)   Employment        Benefit Plans or Arrangements. While employed by the Company, Employee        shall be entitled to participate in all employee benefit plans, programs,        or arrangements (“Benefit Plans”) of the Company, in accordance        with the terms thereof, as in effect from time to time, which provide        benefits to senior executives of the Company. For purposes of this Agreement,        Benefit Plans shall include, without limitation, any compensation plan        such as an incentive, deferred, stock option or restricted stock plan,        or any employee benefit plan such as a thrift, pension, profit sharing,        pre-tax savings, medical, dental, disability, salary continuation, accident,        life insurance plan, or a relocation plan or policy, or any other plan,        program, or policy of the Company intended to benefit employees. 

6.   Termination        of Employment. 

(a)   Termination        by the Company for Cause or Termination by the Employee Other Than for        Good Reason. If during the Period of Employment the Company terminates        the employment of the Employee for Cause or if the Employee terminates        her employment other than for Good Reason the Company shall pay the Employee        (i) the Employee’s Base Salary through the end of the month in which        the Termination Date occurs, (ii) any incentive compensation payable        to her pursuant to Section 4(b) hereof, including a pro rata share for        any partial year, (iii) any accrued vacation pay, and (iv) benefits payable        to her pursuant to the Company’s Benefit Plans as provided in 

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 Section 5(c) hereof through    the end of the month in which the Termination Date occurs. The amounts and    benefits set forth in clauses (i), (ii), (iii) and (iv) of the preceding    sentence shall hereinafter be referred to as “Accrued Benefits.” 

(b)   Termination        by the Company Without Cause or by the Employee for Good Reason.        If during the Period of Employment the Company terminates the Employee’s        employment with the Company without Cause or the Employee terminates        her employment with the Company for Good Reason, the Company will pay        to Employee all Accrued Benefits and, in addition, pay or provide to        the Employee the following:

|   | (i)    | within thirty (30)        days after the date of termination, a lump sum equal to the greater of        (A) the Employee’s Cash Compensation for the remainder of the        Period of Employment or (B) two times the Employee’s Cash Compensation;                                                                                                                                                                                                                                                                                                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (ii)   | for the greater of        two years or the remainder of the Period of Employment immediately following        the Employee’s date of termination, the Employee and Employee’s        family shall continue to participate in any Benefit Plans of the Company        (as defined in Section 5(c) hereof) in which Employee or Employee’s        family participated at any time during the one-year period ending on        the day immediately preceding Employee’s termination of employment,        provided that (a) such continued participation is |

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|   |   | possible under the        terms of such Benefit Plans, and (b) the Employee continues to pay contributions        for such participation at the rates paid for similar participation by        active Company employees in similar positions to that held by the Employee        immediately prior to the date of termination. If such continued participation        is not possible, the Company shall provide, at its sole cost and expense,        substantially identical benefits to the Employee plus pay an additional        amount to the Employee equal to the Employee’s liability for federal,        state and local income taxes on any amounts includible in the Employee’s        income by virtue of the terms of this Section 6(b)(ii) so that Employee        does not have to personally pay any federal, state and local income taxes        by virtue of the terms of this Section 6(b)(ii); |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (iii)  | three additional        years of service credit under the Company’s Non-Qualified Plans        and, for purposes of such plans, Employee’s final average pay shall        be deemed to be her Cash Compensation for the year in which the date        of termination occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (iv)   | the Company shall        take all reasonable actions to cause any Company restricted stock (“Restricted        Stock”) granted to Employee to become fully vested and any options        to purchase Company stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | (“Options”)          granted to Employee to become fully exercisable, and in the event the          Company cannot effect such vesting or acceleration within sixty (60) days,          the Company shall pay within thirty (30) days thereafter to Employee          (i) with respect to each Option, an amount equal to the product of          (x) the number of unvested shares subject to such Option, multiplied          by (y) the excess of the fair market value of such a share of Company          common stock on the date of Employee’s termination of employment,          over the per share exercise price of such Option and (ii) with respect          to each unvested share of Restricted Stock an amount equal to the fair          market value of such a share of Company common stock on the date of          Employee’s termination of employment. |
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| Except          as provided in the following sentence, the amounts payable to the Employee          under this Section 6(b) shall be absolutely owing and shall not be          subject to reduction or mitigation as a result of employment of the          Employee elsewhere after the date of termination. Notwithstanding any          provision herein to the contrary, the benefits described in clauses          (i), (ii) and (iii) of this Section 6(b) shall only be payable with          respect to the period ending upon the earlier of (i) the end of the          period specified in each such clause or (ii) Employee’s attainment          of age 65. |

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7.    Gross-Up.      In the event any amounts due to the Employee under this Agreement after      a Change in Control, under the terms of any Benefit Plan, or otherwise      payable by theCompany      or an affiliate of the Company are subject to excise taxes under Section      4999 of the Internal Revenue Code of 1986, as amended (“Excise Taxes”),      the Company shall pay to the Employee, in addition to any other payments      due under other provisions of this Agreement, an amount equal to the amount      of such Excise Taxes plus the amount of any federal, state and local income      or other taxes and Excise Taxes attributable to all amounts, including      income taxes, payable under this Section 7, so that after payment of all      income, Excise and other taxes with respect to the amounts due to the Employee      under this Agreement, the Employee will retain the same net after tax amount      with respect to such payments as if no Excise Taxes had been imposed. 

8.   Governing        Law. This Agreement is governed by, and is to be construed and enforced        in accordance with, the laws of the State of Connecticut. If under such        laws any portion of this Agreement is at any time deemed to be in conflict        with any applicable statute, rule, regulation, or ordinance, such portion        shall be deemed to be modified or altered to conform thereto or, if that        is not possible, to be omitted from this Agreement, and the invalidity        of any such portion shall not affect the force, effect, and validity        of the remaining portion hereof.

9.   Notices.      All notices under this Agreement shall be in writing and shall be deemed      effective when delivered in person 

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10.   Miscellaneous.      This Agreement may be amended only by a subsequent written agreement of      the Employee and the Company. This Agreement shall be binding upon and      shall inure to the benefit of the Employee, the Employee’s heirs,      executors, administrators, beneficiaries, and assigns and to the benefit      of the Company and its successors. Notwithstanding anything in this Agreement      to the contrary, nothing herein shall prevent or interfere with the ability      of the Company to terminate the employment of the Employee prior to a Change      in Control nor be construed to entitle Employee to be continued in employment      prior to a Change in Control and this Agreement shall terminate if Employee      or the Company terminates Employee’s employment prior to a Change      in Control. Similarly, nothing herein shall prevent the Employee from retiring      under any of the Company’s retirement plans and receiving the corresponding      benefits thereunder consistent with the treatment of other Company employees. 

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11.   Fees        and Expenses. The Company shall pay all reasonable legal fees and        related expenses incurred by the Employee in connection with this Agreement        following a Change in Control of the Company, including without limitation,        all such fees and expenses, if any, incurred in connection with (i) contesting        or disputing any termination of the Employee’s employment hereunder,        or (ii) the Employee seeking to obtain or enforce any right or benefit        provided by the Agreement.

12.   Arbitration.      Any dispute or controversy arising under or in connection with this Agreement      shall be settled exclusively by arbitration in Connecticut by three arbitrators      in accordance with the rules of the American Arbitration Association then      in effect. Judgment may be entered on the arbitrator’s award in any      court having jurisdiction; provided, however, that the Employee shall be      entitled to be paid as if her employment continued during the pendency      of any dispute or controversy arising under or in connection with this      Agreement. The Company shall bear all costs and expenses arising in connection      with any arbitration pursuant to this Section 12. 

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 IN WITNESS WHEREOF,      the parties hereto have executed this Agreement as of the year and day      first above written. 

|                                                                                                                              |                                                                  | PE CORPORATION                                                                                                                                                                                                                       |
|-----------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                              |                                                                  |                                                                                                                                                                                                                                 |   |
|                                                                                                                              |                                                                  | By: /s/          Tony L. White                                                                                                                       |
|                                                                                                                              |                                                                  |                                                                                                                                                                                                                                 | Tony L. White       Chairman, President and       Chief Executive Officer |
| ATTEST:                                                                                                                           |                                                                  |                                                                                                                                                                                                                                 |
|                                                                                                                              |                                                                  |                                                                                                                                                                                                                                 |
| By: /s/          William B. Sawch                 |                                                                  |                                                                                                                                                                                                                                 |
|                                                                                                                              | William B. Sawch      Senior Vice President and       General Counsel |  

  ACCEPTED        AND AGREED:      /s/          Barbara J. Kerr                Barbara        J. Kerr 
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