**Exhibit 10.7.4**

**PE CORPORATION/PE BIOSYSTEMS GROUP1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of June 17, 1999 by and between PE Corporation, a Delaware corporation (the “Company”), and  [   ] , a regular salaried employee of the Company or one of its subsidiaries (“you”).

***1.  Grant of Option.***  The Company hereby grants to you an option (the “Option”) to purchase [   ] shares of its PE Biosystems Group Common Stock, par value $.01 per share (the “PE Biosystems Stock”), under the terms of the PE Corporation/PE Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of PE Biosystems Stock subject to the Option is $[    ] per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 p.m. midnight  (New York time) on June 17, 2009 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after June 17, 2002, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.  *** If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

----

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of PE Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of PE Biosystems Stock owned by you forat least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of PE Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of PE Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of PE Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

-2-

----

Back to Contents

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.***  No shares of PE Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

----

Back to Contents

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

**PE CORPORATION**By: ____________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:____________________________«Name»

-4-

----

Back to Contents

**PE CORPORATION/PE BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of June 17, 1999 by and between PE Corporation, a Delaware corporation (the “Company”), and  [   ] , a regular salaried employee of the Company or one of its subsidiaries (“you”).

***1.  Grant of Option.  ***The Company hereby grants to you an option (the “Option”) to purchase [   ] shares of its PE Biosystems Group Common Stock, par value $.01 per share (the “PE Biosystems Stock”), under the terms of the PE Corporation/PE Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of PE Biosystems Stock subject to the Option is $[   ] per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 p.m. midnight  (New York time) on June 17, 2009 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after the earlier of (a) June 17, 2005 or (b) three years after all Stock Price Targets under the Series E Performance Units granted to you on the date hereof have been attained, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.***  If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

----

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of PE Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of PE Biosystems Stock owned by you forat least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of PE Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of PE Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of PE Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

-2-

----

Back to Contents

***12. Transferability.  ***The Option may not  be transferred other than by will or by the laws of descent and distribution,  and the Option may be exercised, during your lifetime, only by you or your  guardian or legal representative.

***13. Change of Control.  ***Subject        to the terms of the Plan, the Option will become immediately exercisable        in full (without regard to the exercise schedule set forth in paragraph        4) upon the occurrence of any of the events set forth in Section 11 of        the Plan.

***14. No Right to Continued            Employment.***  Neither the Option 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. Except as provided in this Agreement, the Option will            terminate upon the termination of your employment for any reason.            The Option will not be reinstated if you are subsequently reinstated            as an employee of the Company or any subsidiary.

***15. No Right to Future            Benefits.  ***The Plan and the benefits offered thereunder            are provided by the Company on an entirely discretionary basis, and            the Plan creates no vested rights in participants. Neither the Option            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 Option and the Plan are not part            of your salary and that receipt of the Option does not entitle you            to any future benefits under the Plan or any other plan or program            of the Company.

***16. Compliance with Law.***  No        shares of PE Biosystems Stock will be issued upon the exercise of the        Option unless counsel for the Company is satisfied that such issuance        will be in compliance with all applicable laws.

***17. Terms of Plan Govern.***  This        Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms        of the Plan.

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

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

-3-

Back to Contents

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

**PE CORPORATION**By: ____________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:

__________________________« Name»

-4-

Back to Contents

**PE CORPORATION/PE BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series G Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of December 27, 1999 by and between PE Corporation, a Delaware corporation (the “Company”), and «Name», a regular salaried employee of the Company or one of its subsidiaries (“you”).

***1.  Grant of Option.  ***The Company hereby grants to you an option (the “Option”) to purchase «NQ» shares of its PE Biosystems Group Common Stock, par value $.01 per share (the “PE Biosystems Stock”), under the terms of the PE Corporation/PE Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of PE Biosystems Stock subject to the Option is $110.125 per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 p.m. midnight  (New York time) on December 27, 2009 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after December 27, 2002, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.***  If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

 

-1-

Back to Contents

***8.  Exercise of Option.  ***The    Option may be exercised by giving written notice in the form specified by    the Company to the Corporate Secretary at the principal office of the Company    specifying the number of shares of PE Biosystems Stock to be purchased. However,    the Option may not be exercised as to fewer than 100 shares, or the remaining    shares covered by the Option if fewer than 100, at any one time, and the    Option may not be exercised with respect to a fractional share. The purchase    price of the shares as to which the Option is exercised must be paid in full    at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering    to the Company shares of PE Biosystems Stock owned by you for at least six    months having a Fair Market Value (as defined in the Plan) equal to the aggregate    purchase price of the shares as to which the Option is being exercised, (c)    a combination of U.S. currency and/or previously owned shares of PE Biosystems    Stock valued at Fair Market Value, or (d) by payment of such other consideration    as the Management Resources Committee of the Board of Directors (the “Committee”)    from time to time determines. For purposes of this paragraph, Fair Market    Value will be determined as of the business day immediately preceding the    day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of PE Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of PE Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

-2-

Back to Contents

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  ***No shares of PE Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**PE CORPORATION**By: _______________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:_____________________________«Name»

-4-

Back to Contents

**PE CORPORATION/PE BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series H Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of December 27, 1999 by and between PE Corporation, a Delaware corporation (the “Company”), and «Name», a regular salaried employee of the Company or one of its subsidiaries (“you”).

***1.  Grant of Option.  ***The Company hereby grants to you an option (the “Option”) to purchase «NQ» shares of its PE Biosystems Group Common Stock, par value $.01 per share (the “PE Biosystems Stock”), under the terms of the PE Corporation/PE Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of PE Biosystems Stock subject to the Option is $110.125 per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 p.m. midnight  (New York time) on December 27, 2009 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after the earlier of (a) December 27, 2005 or (b) three years after all Stock Price Targets under the Series G Performance Units granted to you on the date hereof have been attained, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.  ***If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of PE Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of PE Biosystems Stock owned by you forat least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of PE Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of PE Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of PE Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

-2-

Back to Contents

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  *** No shares of PE Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**PE CORPORATION**By: _________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:__________________________«Name»

-4-

Back to Contents

**APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series FY02-1 Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of «Date», 2001 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 Option.  ***The Company hereby grants to you an option (the “Option”) to purchase «Number» shares of its Applied Biosystems Group Common Stock, par value $.01 per share (the “Applied Biosystems Stock”), under the terms of the Applera Corporation/Applied Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of Applied Biosystems Stock subject to the Option is $«Price» per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 a.m. midnight (New York time) on August 16, 2011 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after «Date», 2004, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.  ***If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of Applied Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of Applied Biosystems Stock ownedby you for at least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of Applied Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of Applied Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of Applied Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

-2-

Back to Contents

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  ***No shares of Applied Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**APPLERA CORPORATION**By:____________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:______________________________«Name»

-4-

Back to Contents

**APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series FY02-2 Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of «Date», 2001 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 Option.  ***The Company hereby grants to you an option (the “Option”) to purchase «Number» shares of its Applied Biosystems Group Common Stock, par value $.01 per share (the “Applied Biosystems Stock”), under the terms of the Applera Corporation/Applied Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of Applied Biosystems Stock subject to the Option is $«Price» per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 a.m. midnight (New York time) on August 16, 2011 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after the earlier of (a) «Date», 2006 or (b) two years after all Stock Price Targets under the Series FY02-2 Performance Units granted to you on the date hereof have been attained, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.*** If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of Applied Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of Applied Biosystems Stock ownedby you for at least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of Applied Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of Applied Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of Applied Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

-2-

Back to Contents

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  ***No shares of Applied Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**APPLERA CORPORATION**By: __________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:____________________________«Name»

-4-

Back to Contents

**APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series FY03-3 Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of March 24, 2003, 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 Option.  ***The Company hereby grants to you an option (the “Option”) to purchase «Number» shares of its Applied Biosystems Group Common Stock, par value $.01 per share (the “Applied Biosystems Stock”), under the terms of the Applera Corporation/Applied Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of Applied Biosystems Stock subject to the Option is $15.54 per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 a.m. midnight (New York time) on March 24, 2013 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after March 24, 2006, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.  ***If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of Applied Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of Applied Biosystems Stock ownedby you for at least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of Applied Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of Applied Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of Applied Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

-2-

Back to Contents

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  ***No shares of Applied Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**APPLERA CORPORATION**By: _________________________       Chairman, President and       Chief Executive Officer

Accepted and Agreed:_________________________«Name»

-4-

Back to Contents

**APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP****1999 STOCK INCENTIVE PLAN**

**NON-QUALIFIED STOCK OPTION****AGREEMENT****(Series FY03-4 Performance Units)**

**NON-QUALIFIED STOCK OPTION****AGREEMENT** dated as of March 24, 2003, 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 Option.***The Company hereby grants to you an option (the “Option”) to purchase «Number» shares of its Applied Biosystems Group Common Stock, par value $.01 per share (the “Applied Biosystems Stock”), under the terms of the Applera Corporation/Applied Biosystems Group 1999 Stock Incentive Plan (the “Plan”).

***2.  Purchase Price of Option.  ***The purchase price of the shares of Applied Biosystems Stock subject to the Option is $15.54 per share.

***3.  Expiration Date of Option.  ***The Option will expire as of 12:00 a.m. midnight (New York time) on March 24, 2013 (the “Expiration Date”), unless it is terminated earlier as provided in this Agreement.

***4.  Exercise.  ***The Option may be exercised in full on or after the earlier of (a) March 24, 2008, or (b) two years after all Stock Price Targets under the Series FY03-4 Performance Units granted to you on the date hereof have been attained, provided that, except as provided below, you are on the date of exercise, and have been at all times from the date of grant to the date of exercise, a regular employee of the Company or one of its subsidiaries.

***5.  Termination of Employment.***  If your employment with the Company or a subsidiary is terminated by you or the Company for any reason other than retirement, disability, or death, you may exercise the Option, to the extent that you would otherwise be entitled to do so at the date of termination of employment, at any time within 30 days after the date of termination, but not after the Expiration Date.

***6.  Retirement or Disability.***  If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.

-1-

Back to Contents

***7.  Death.***  If you die while employed by the Company or one of its subsidiaries, the Option may be exercised (to the extent that you would have been entitled to do so at the date of your death) by your executor or administrator (or other person at the time entitled by law to your rights under the Option) at any time within one year after the date of death, but not after the Expiration Date.

***8.  Exercise of Option.  ***The Option may be exercised by giving written notice in the form specified by the Company to the Corporate Secretary at the principal office of the Company specifying the number of shares of Applied Biosystems Stock to be purchased.  However, the Option may not be exercised as to fewer than 100 shares, or the remaining shares covered by the Option if fewer than 100, at any one time, and the Option may not be exercised with respect to a fractional share.  The purchase price of the shares as to which the Option is exercised must be paid in full at the time of exercise, at your election, (a) in U.S. currency, (b) by tendering to the Company shares of Applied Biosystems Stock ownedby you for at least six months having a Fair Market Value (as defined in the Plan) equal to the aggregate purchase price of the shares as to which the Option is being exercised, (c) a combination of U.S. currency and/or previously owned shares of Applied Biosystems Stock valued at Fair Market Value, or (d) by payment of such other consideration as the Management Resources Committee of the Board of Directors (the “Committee”) from time to time determines.  For purposes of this paragraph, Fair Market Value will be determined as of the business day immediately preceding the day on which the Option is exercised.

***9.  Conditions to Exercise.***  The exercise of the Option within one year following termination of employment is subject to the satisfaction of the conditions that you have 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 Company, or (b) violated any written agreement with the Company, including, without limitation, any confidentiality agreement.  Your violation of either clause (a) or (b) of the preceding sentence will result in the immediate forfeiture of any Options held by you.

***10.  Tax Withholding Obligations***.  As a condition to the delivery of shares of Applied Biosystems Stock upon the exercise of the Option, you agree to pay to the Company an amount sufficient to satisfy any applicable tax withholding obligations.  Alternatively, you agree that the Company and your employer are expressly authorized to deduct the appropriate withholding taxes from your pay in order to satisfy any income, social, or other employment-related taxes related to your participation in the Plan.

***11.  Rights as a Stockholder.  ***You will not have any rights as a stockholder with respect to the shares of Applied Biosystems Stock subject to the Option prior to the issuance to you of a certificate for such shares.

***12.  Transferability.***  The Option may not be transferred other than by will or by the laws of descent and distribution, and the Option may be exercised, during your lifetime, only by you or your guardian or legal representative.

-2-

Back to Contents

***13.  Change of Control.  ***Subject to the terms of the Plan, the Option will become immediately exercisable in full (without regard to the exercise schedule set forth in paragraph 4) upon the occurrence of any of the events set forth in Section 11 of the Plan. 

***14.  No Right to Continued Employment.***  Neither the Option 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.  Except as provided in this Agreement, the Option will terminate upon the termination of your employment for any reason.  The Option will not be reinstated if you are subsequently reinstated as an employee of the Company or any subsidiary.

***15.  No Right to Future Benefits.  ***The Plan and the benefits offered thereunder are provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights in participants.  Neither the Option 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 Option and the Plan are not part of your salary and that receipt of the Option does not entitle you to any future benefits under the Plan or any other plan or program of the Company.

***16.  Compliance with Law.  ***No shares of Applied Biosystems Stock will be issued upon the exercise of the Option unless counsel for the Company is satisfied that such issuance will be in compliance with all applicable laws.

***17.  Terms of Plan Govern.***  This Agreement and the terms of the Option 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 Prospectus for the Plan and agree to be bound by all of the terms of the Plan.

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

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

-3-

Back to Contents

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

**APPLERA CORPORATION**

By:                                                                                          Chairman, President and        Chief Executive Officer

Accepted and Agreed:_______________________«Name»

-4-