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                                                                    EXHIBIT 10.1

                                PERKINELMER, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           (Effective January 1, 2001)


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                  PAGE
<S>                                                                      <C>
1.        PURPOSE AND INTENT.......................................        1

2.        DEFINITIONS..............................................        2

3.        ADMINISTRATION...........................................       12

4.        PARTICIPATION............................................       13

5.        PLAN BENEFITS............................................       14

6.        VESTING..................................................       17

7.        CHANGE IN CONTROL........................................       18

8.        FORFEITURE OF BENEFITS...................................       19

9.        AMENDMENT OR TERMINATION.................................       21

10.       CLAIMS PROCEDURES........................................       22

11.       GENERAL PROVISIONS.......................................       24

APPENDIX  A
</TABLE>

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                                    ARTICLE 1

                               PURPOSE AND INTENT

         PerkinElmer, Inc. maintains the PerkinElmer, Inc. Supplemental
Executive Retirement Plan (the "Plan") to increase the overall effectiveness of
the Company's executive compensation program to attract, retain and motivate
qualified senior executives; to provide retirement benefits more closely related
to Total Compensation; and to soften the financial impact of early retirement
for Participants. The Plan is intended to be "a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and
shall be interpreted and administered in a manner consistent therewith.

         This amendment and restatement of the Plan is effective January 1,
2001. The rights and benefits, if any, of each Participant who terminates
service before January 1, 2001 shall be determined in accordance with the
respective provisions of the Plan in effect on the date such Participant
separated from service. The original effective date of the Plan was January 1,
1978.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 1

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                                    ARTICLE 2

                                   DEFINITIONS

         Whenever used herein, unless the context clearly indicates otherwise,
the following words and phrases shall have the meanings herein specified, and
the following definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined. The masculine pronoun whenever
used herein shall include the feminine and neuter genders and the singular
number as used herein shall include the plural, and the plural the singular,
unless the context clearly indicates a different meaning.

2.1      ACTUARIAL EQUIVALENCE means a benefit of equivalent value to the
         benefit which otherwise would have been provided determined on the
         basis of the 1971 Group Annuity Mortality Table with no loading, and
         projected by Scale E, with a one-year age setback for the Participant
         and a five (5) year age setback for any Beneficiary, and on the basis
         of an interest rate of 7%. If a lump sum payment is made pursuant to
         Section 7.4, the single sum present value shall be calculated using the
         applicable interest rate and applicable mortality table promulgated by
         the Internal Revenue Service under Code Section 417(e)(3) as in effect
         on the first day of the calendar year.

2.2      AVERAGE TOTAL COMPENSATION means the average annual Total Compensation
         of a Participant for the highest five (5) successive years of Credited
         Service for which the Participant is directly compensated by the
         Company out of the last ten (10) years of such Credited Service prior
         to age 65 or earlier termination of employment.

2.3      BASIC PLAN means the PerkinElmer, Inc. Employees Retirement Plan and
         any other Company retirement plan under which a Participant is entitled
         to receive benefits.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 2

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2.4      BASIC PLAN BENEFIT means the annual benefit payable under the Basic
         Plan in the form of a straight-life annuity at the time of retirement
         or at age 65, whichever benefit is greater.

2.5      CHANGE IN CONTROL means an event or occurrence set forth in any one or
         more of paragraphs (a) through (d) below (including an event or
         occurrence that constitutes a Change in Control under one of such
         subsections but is specifically exempted from another such subsection):

         a.       the acquisition by an individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership of any capital stock of the
                  Company if, after such acquisition, such Person beneficially
                  owns (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) twenty percent (20%) or more of either

                  (i)      the then-outstanding shares of common stock of the
                           Company (the "Outstanding Company Common Stock") or

                  (ii)     the combined voting power of the then-outstanding
                           securities of the Company entitled to vote generally
                           in the election of directors (the "Outstanding
                           Company Voting Securities"); provided, however, that
                           for purposes of this subsection (a), the following
                           acquisitions shall not constitute a Change in
                           Control:

                           (A)      any acquisition directly from the Company
                                    (excluding an acquisition pursuant to the
                                    exercise, conversion or exchange of any
                                    security exercisable for, convertible into
                                    or exchangeable for common stock or voting
                                    securities of the Company, unless the Person
                                    exercising, converting or exchanging such
                                    security

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 3

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                                    acquired such security directly from the
                                    Company or an underwriter or agent of the
                                    Company),

                           (B)      any acquisition by the Company,

                           (C)      any acquisition by an employee benefit plan
                                    (or related trust) sponsored or maintained
                                    by the Company or any corporation controlled
                                    by the Company, or

                           (D)      any acquisition by any corporation pursuant
                                    to a transaction which complies with clauses
                                    (i) and (ii) of paragraph (c) of this
                                    Section 2.5; or

         b.       such time as the Continuing Directors (as defined below) do
                  not constitute a majority of the Board (or, if applicable, the
                  Board of Directors of a successor corporation to the Company),
                  where the term "Continuing Director" means at any date a
                  member of the Board

                  (i)      who was a member of the Board on the date of the
                           execution of this Agreement, or

                  (ii)     who was nominated or elected subsequent to such date
                           by at least a majority of the directors who were
                           Continuing Directors at the time of such nomination
                           or election or whose election to the Board was
                           recommended or endorsed by at least a majority of the
                           directors who were Continuing Directors at the time
                           of such nomination or election; provided however,
                           that there shall be excluded from this clause (ii)
                           any individual whose initial assumption of office
                           occurred as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 4

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                           solicitation of proxies or consents, by or on behalf
                           of a person other than the Board; or

         c.       the consummation of a merger, consolidation, reorganization,
                  recapitalization or statutory share exchange involving the
                  Company or a sale or other disposition of all or substantially
                  all of the assets of the Company (a "Business Combination"),
                  unless, immediately following such Business Combination, each
                  of the following two (2) conditions is satisfied:

                  (i)      all or substantially all of the individuals and
                           entities who were the beneficial owners of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately prior to such
                           Business Combination beneficially own, directly or
                           indirectly, more than fifty percent (50%) of the
                           then-outstanding shares of common stock and the
                           combined voting power of the then-outstanding
                           securities entitled to vote generally in the election
                           of directors, respectively, of the resulting or
                           acquiring corporation in such Business Combination
                           (which shall include, without limitation, a
                           corporation which as a result of such transaction
                           owns the Company or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) (such resulting or acquiring
                           corporation is referred to herein as the "Acquiring
                           Corporation") in substantially the same proportions
                           as their ownership, immediately prior to such
                           Business Combination, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities, respectively; and

                  (ii)     no Person (excluding the Acquiring Corporation or any
                           employee benefit plan (or related trust) maintained
                           or sponsored by the Company or by the Acquiring
                           Corporation) beneficially owns, directly or
                           indirectly, twenty percent (20%) or more of the
                           then-outstanding shares of common stock of the

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 5

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                           Acquiring Corporation, or of the combined voting
                           power of the then-outstanding securities of such
                           corporation entitled to vote generally in the
                           election of directors (except to the extent that such
                           ownership existed prior to the Business Combination);
                           or

         d.       approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

2.6      COMMITTEE means the Compensation and Benefits Committee of the
         PerkinElmer, Inc. Board of Directors.

2.7      COMPANY means PerkinElmer, Inc. and any subsidiary of which
         PerkinElmer, Inc. controls 50 percent or more of the voting stock.

2.8      CREDITED SERVICE shall be determined in accordance with the following:

         a.       A Participant shall accrue a full year of Credited Service for
                  each year in which he has at least 2,080 Hours of Service. In
                  any year in which a Participant has less than 2,080 Hours of
                  Service, the Participant shall be deemed to complete 1/12 of a
                  year of Credited Service for each 173-1/3 Hours of Service
                  completed during such year.

         b.       Service with a company other than the Company may, at the
                  discretion of the Committee, be deemed to be Credited Service.

         c.       If a Participant who has completed ten (10) or more Years of
                  Service becomes a Disabled Participant, the period of
                  disability up to age 65 shall be counted as Credited Service
                  regardless of whether the Participant remains in the employ of
                  the Company.

         d.       A Participant shall in no event be deemed to accrue more than
                  one full year of Credited Service with respect to any year.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 6

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         e.       If the Participant was an Employee of the Company, terminated
                  his Employment and is rehired, the following rules shall apply
                  in determining his years of Credited Service:

                  (i)      in the case of a Participant who had five (5) or more
                           Years of Service, his years of Credited Service
                           accrued during his prior period of Employment shall
                           be reinstated as of the date of his re-employment;
                           and

                  (ii)     in the case of a Participant whose Employment
                           terminated before completing five (5) Years of
                           Service, his years of Credited Service accrued during
                           his prior period of Employment shall be reinstated
                           unless the "Break-in-Service" exceeds the greater of:
                           (a) five (5) years, or (b) the number of prior Years
                           of Service.

2.9      DISABLED PARTICIPANT means a Participant who incurs a physical or
         mental condition which, as determined by the Federal Social Security
         Administration, renders the Participant eligible to receive disability
         benefits under Title II of the Federal Social Security Act, as amended
         from time to time.

2.10     ELIGIBLE SPOUSE means a person who was legally married to the
         Participant on the date of retirement or, if not retired, the date of
         death.

2.11     EMPLOYEE means any person employed by the Company or a successor in a
         merger or other reorganization.

2.12     EMPLOYMENT means service in the employ of the Company, or a successor
         in a merger or other reorganization.

2.13     EXECUTIVE OFFICER means an officer of PerkinElmer, Inc. at or above the
         Vice Presidential level, the General Counsel, the Treasurer, the
         Corporate

PerkinElmer, Inc.
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         Controller, Assistant Treasurer, and Assistant Clerk.

2.14     PARTICIPANT means either an Executive Officer of PerkinElmer, Inc. or
         any other employee of the Company who is so designated by the
         Committee.

2.15     PLAN BENEFIT means the annual benefit payable in accordance with the
         Plan.

2.16     SOCIAL SECURITY BENEFIT means the estimated annual Primary Old Age
         Insurance Amount which the Participant would be entitled to receive at
         retirement under the Federal Social Security Act; provided, however,
         that the Social Security Benefit for a Participant who dies or retires
         prior to age 65 shall be calculated on such date as if:

         a.       the Participant will not receive any future wages which would
                  be treated as wages for purposes of the Federal Social
                  Security Act; and

         b.       the Participant had elected to begin receiving Social Security
                  as of the earliest age then allowable to the Participant under
                  said Act.

2.17     SOCIAL SECURITY TAX BASE means the 35 year average of maximum wages
         upon which Social Security taxes were based during each of the calendar
         years ending with the calendar year in which the Employee reaches his
         Normal Retirement Date (as defined under the Basic Plan), assuming no
         change in the Social Security maximum taxable wage after the Employee's
         termination of Employment. In order to determine the Social Security
         Tax Base for an Employee who works beyond his Normal Retirement Date,
         it will be assumed that the Employee's Normal Retirement Date occurs in
         the year of termination.

2.18     SURVIVING SPOUSE OPTION means a 50% Joint and Survivor form of payment
         under which a reduced amount shall be paid to the Participant during
         his lifetime and the Eligible Spouse, if surviving at the Participant's
         death, shall receive a lifetime benefit equal to 50% of the reduced
         benefit

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 8

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         which had been payable to the Participant. The Surviving Spouse Option
         is the Actuarial Equivalent of the Participant's Plan Benefit had it
         been paid in the form of a Lifetime Income Option.

2.19     TOTAL COMPENSATION means the total cash compensation in the form of
         base salary paid to a Participant by the Company. Total Compensation
         shall also include incentive awards under the PerkinElmer, Inc.
         Management Incentive Program. Such incentive awards shall be taken into
         account for purposes of this Section 2.19 as of the earliest date the
         Participant could have elected to receive the incentive award in cash.

2.20     YEARS OF SERVICE shall be determined in accordance with the following:

         a.       A Participant shall accrue a Year of Service for each Year in
                  which he has 1,000 or more Hours of Service with the Company.
                  Any Year in which the Participant has less than 1,000 but more
                  than 500 Hours of Service shall not constitute a
                  Break-in-Service but will not be considered as a Year of
                  Service. If in any Year, the Participant has less than 500
                  Hours of Service, he shall incur a Break-In-Service.

         b.       A Participant shall be considered as accruing Hours of Service
                  in accordance with his normal work week for each week:

                  (i)      while on an authorized leave of absence, if at or
                           before the end of such leave, the Participant returns
                           to service, provided however, that a Participant on a
                           leave who fails to return to service at or before the
                           end of such leave, will be considered to have
                           terminated his Employment as of the last day of
                           service with the Company. If, however, such failure
                           to return was due to death, disability, or retirement
                           on his early or normal retirement date, the
                           Participant's date of termination will be the date on
                           which one of the above occurs;

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 9

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                  (ii)     during the one (1) year period following the date on
                           which a Participant is laid off due to a reduction in
                           work force, provided the Participant returns to
                           service within the one-year period following his date
                           of termination. If the Participant does not return to
                           service within said one-year period, whether because
                           he was not recalled or was recalled but did not
                           return to service, the Participant shall be
                           considered to have terminated his service as of the
                           last day of service.

         If a Participant terminates his Employment and is rehired, the
         following rules shall apply in determining his Years of Service:

         a.       In the case of a Participant who had five (5) or more Years of
                  Service, his Years of Service accrued during his prior period
                  of Employment shall be reinstated as of the date of his
                  re-employment.

         b.       In the case of a Participant whose Employment terminated
                  before completing five (5) Years of Service, his Years of
                  Service accrued during his prior period of Employment shall be
                  reinstated unless the "Break-in-Service" exceeds five (5)
                  years.

         In no event shall a Participant be deemed to have more than one Year of
         Service with respect to any Year.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 10

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                                    ARTICLE 3

                                 ADMINISTRATION

                  The Plan shall be administered by the Committee. The Committee
shall have the authority to interpret the provisions of the Plan and decide all
questions and settle all disputes which may arise in connection with the Plan,
all in the sole exercise of its discretion. The Committee may establish
operative and administrative rules and procedures in connection therewith,
provided that such procedures are consistent with the requirements of Section
503 of ERISA. All interpretations, decisions and determinations made by the
Committee shall be final, conclusive and binding on all persons concerned. No
member of the Committee who is a Participant may vote or otherwise participate
in any decision or act with respect to a matter relating to himself or his
beneficiaries. The Committee and the individual members thereof shall be
indemnified by the Company against any and all liabilities arising by reason of
any act or failure to act made in good faith pursuant to the provisions of the
Plan, including expenses reasonably incurred in the defense of any claim
relating thereto.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 11

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                                    ARTICLE 4

                                  PARTICIPATION

4.1      PARTICIPATION. Each Participant in the Plan on December 31, 2000, shall
         continue to be a Participant in the amended and restated Plan on
         January 1, 2001.

         The remaining Participants shall be those Executive Officers or other
         Employees who are both selected by the Committee and are "management"
         or "highly compensated" employees within the meaning of Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA.

4.2      SELECTION BY COMMITTEE. Effective July 31, 2000, no Executive Officer
         or other Employee shall have the right to become a Participant in the
         Plan unless selected by the Committee in the sole exercise of its
         discretion.

4.3      TERMINATION OF PARTICIPATION. A Participant's participation in the Plan
         shall end upon his termination of service with the Company for any
         reason or his ceasing to be a management or highly compensated
         employee. In addition, the Committee may terminate a Participant's
         participation in the Plan, but such termination shall not reduce the
         obligation of the Company to any Participant below the amount to which
         he would be entitled under the Plan as in effect immediately prior to
         such termination of participation if his employment with the Company
         were then terminated.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 12

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                                    ARTICLE 5

                                  PLAN BENEFITS

5.1      AMOUNT OF PLAN BENEFIT. The amount of Plan Benefit payable upon
         retirement as a monthly retirement income for life to a Participant
         who, while in the employ of the Company, has both attained age 55 and
         completed five (5) Years of Service shall be equal to (a) less (b) plus
         (c) plus (d) calculated as follows:

         a.       .85 percent of Average Total Compensation for each year of
                  Credited Service, plus .75 percent of Average Total
                  Compensation in excess of the Social Security Tax Base for
                  each year of Credited Service not exceeding thirty-five (35);

                  Less

         b.       100 percent of the Participant's Basic Plan Benefit;

                  Plus

         c.       The reduction, if any, to the early retirement benefit payable
                  from the Basic Plan due to the limitations as set forth in
                  Section 415(b) of the Internal Revenue Code of 1986;

                  Plus

         d.       For each Participant listed in Appendix J of the Basic Plan,
                  an amount equal to (i) minus (ii):

                  (i)      the portion of the Participant's Basic Plan Benefit
                           determined under Section 4.2(b)(iii) of the Basic
                           Plan payable at age 65,

PerkinElmer, Inc.
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                           and

                  (ii)     the portion of the Basic Plan Benefit determined
                           under Section 4.2(b)(iii) payable as of the date the
                           Participant commences his Plan Benefit.

         The benefit payable under the Plan, however, shall in no event be less
         than (c) above. Years of Service and/or Credited Service after age 65
         shall not be counted in determining the Plan Benefit in 5.1(a) above,
         nor shall any actuarial adjustment be made as the result of either
         retirement before or after age 65.

5.2      PRE-RETIREMENT DEATH BENEFIT. If a Participant who, while in the employ
         of the Company, had attained age 55 and completed five (5) Years of
         Service dies prior to retirement, the Participant's Eligible Spouse, if
         any, shall be entitled to receive an annual Plan Benefit determined as
         if the Participant had retired and elected a Surviving Spouse Option on
         the day before the Participant died.

         If a Participant dies while in the employ of the Company prior to
         attaining age 55, but after the completion of five (5) Years of
         Service, the Participant's benefit will be calculated on the date of
         the Participant's death; and the Participant's Eligible Spouse, if any,
         shall be entitled to receive an annual Plan Benefit in the form of a
         Surviving Spouse Option commencing on the day the Participant would
         have attained age 55, if still living.

5.3      FORM OF PAYMENT. The form of payment shall be selected by the
         Participant from among the optional forms of payment made available
         under the Basic Plan. All optional forms of payment shall be the
         Actuarial Equivalent of a monthly retirement income for life.

5.4      TIME OF PAYMENT. At the election of the Participant, benefit payments
         will commence on the first of the month following the month in which
         the

PerkinElmer, Inc.
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         Participant retires, but in no event later than April 1st of the
         Calendar Year following the Participant attaining age 70 1/2.

5.5      Except as provided in Article 8 and in Section 11.1, the Company shall
         promptly pay all Participants or Eligible Spouses the benefits due them
         under the Plan without any right to offset or to delay any benefits
         pending the outcome of any arbitration, lawsuit or other dispute with
         any such Participant.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 15

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                                    ARTICLE 6

                                     VESTING

6.1      FULL VESTING. A Participant who both attains age 55 and completes at
         least five (5) Years of Service while in the employ of the Company
         shall be 100% vested in his Plan Benefit.

6.2      TERMINATION OF EMPLOYMENT. A Participant who terminates employment with
         the Company before he satisfies both conditions stated in Section 6.1
         shall not be entitled to any benefits hereunder.

6.3      CHANGE OF CONTROL. Upon a Change in Control, Article 7 may become
         operative to override the provisions of Sections 6.1 and 6.2.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 16

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                                    ARTICLE 7

                                CHANGE IN CONTROL

7.1      ADDITIONAL RETIREMENT SECURITY. Upon a Change in Control, the
         provisions of this Article VII shall become operative and shall
         supersede any conflicting provisions in the Plan unless the Board of
         Directors of PerkinElmer, Inc. votes not to implement this Article VII
         within twenty (20) days of the occurrence of the Change in Control.

7.2      PARTICIPATION FROZEN. No new Participants shall be admitted to
         participation after the occurrence of the Change in Control.

7.3      ACCELERATED VESTING. Each Participant in the employ of the Company on
         the date of the Change in Control shall be 100% vested in his Plan
         Benefit.

7.4      ACCELERATED PAYMENT OF PLAN BENEFIT. Each Participant in the employ of
         the Company on the date of the Change in Control shall receive a single
         sum distribution of the Actuarial Equivalent of his Plan Benefit
         determined as of the Change in Control and paid within forty-five (45)
         days of the Change in Control.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 17

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                                    ARTICLE 8

                             FORFEITURE OF BENEFITS

         To the extent permitted by applicable law and notwithstanding anything
in the Plan to the contrary, a Participant who acts in a manner prejudicial to
the interests of the Company shall forfeit his rights to benefits under the
Plan. A Participant shall be deemed to have acted in a manner prejudicial to the
interests of the Company if, at any time within one (1) year after termination
of employment, the Participant engages in any activity in competition with any
business activity of the Company, or inimical, contrary or harmful to the
interests of the Company, including, but not limited to:

         (i)      conduct related to the Participant's employment for which
                  either criminal or civil penalities may be sought against the
                  Participant,

         (ii)     violation of Company policies, including, without limitation,
                  the Company's personnel and insider trading policies,

         (iii)    accepting employment that is in competition with or acting
                  against the interests of the Company,

         (iv)     employing or recruiting any present, former of future employee
                  of the Company,

         (v)      disclosing or misusing any confidential information or
                  material concerning the Company, or

         (vi)     participating in a hostile takeover attempt, tender offer of
                  proxy contest.

If this Article 8, or any portion thereof, is held to be illegal, invalid, or
unenforceable under present or future law, and not subject to reformation, then
such provision

PerkinElmer, Inc.
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shall be fully severable, and the remaining provisions of the Plan shall remain
in full force and effect and shall not be affected by the severed provision or
by its severance.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 19

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                                    ARTICLE 9

                            AMENDMENT OR TERMINATION

         The Company intends the Plan to be permanent but reserves the right to
amend or terminate the Plan upon action of the Board of Directors of
PerkinElmer, Inc. Any amendment approved by the board must be in writing and be
executed by the officer authorized to take such action. An amendment shall be
effective when approved by the board in its resolution. No amendment or
termination shall directly or indirectly deprive any current or former
Participant or beneficiary of all or any portion of any benefit payment which
has commenced prior to the effective date of such amendment or termination or
which could be payable if the Participant terminated employment for any reason,
including death, immediately prior to the effective date such amendment or
termination.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 20

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                                   ARTICLE 10

                                CLAIMS PROCEDURES

10.1     GENERAL. Any claim for benefits under the Plan shall be filed by the
         Participant or beneficiary (claimant) of the Plan on the form
         prescribed for such purpose with the Committee, or in lieu thereof, by
         written communication which is made by the claimant's authorized
         representative in a manner reasonably calculated to bring the claim to
         the attention of the Committee.

10.2     DENIALS. If a claim for a Plan benefit is wholly or partially denied,
         notice of the decision shall be furnished to the claimant by the
         Committee within a reasonable period of time after receipt of the claim
         by the Committee.

10.3     NOTICE. Any claimant who is denied a claim for benefits shall be
         furnished written notice setting forth:

         (a)      the specific reason or reasons for the denial;

         (b)      specific reference to the pertinent Plan or provision upon
                  which the denial is based;

         (c)      a description of any additional material or information
                  necessary for the claimant to perfect the claim; and

         (d)      an explanation of the Plan's claim review procedure.

10.4     APPEALS PROCEDURE. To appeal the denial of a claim, a claimant or his
         duly authorized representative:

         (a)      may request a review by written application to the Company's
                  board of directors, or its designate, not later than sixty
                  (60) days after receipt by the claimant of written
                  notification of denial of claim;

         (b)      may review pertinent documents; and

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 21

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         (c)      may submit issues and comments in writing.

10.5     REVIEW. A decision on review of a denied claim shall be made not later
         than sixty (60) days after receipt of a request for review, unless
         special circumstances require an extension of time for processing, in
         which case a decision shall be rendered within a reasonable period of
         time, but not later than 120 days after receipt of a request for
         review. The decision on review shall be in writing and shall include
         the specific reason(s) for the decision and the specific reference(s)
         to the pertinent Plan provisions on which the decision is based.

10.6     ARBITRATION. Any controversy or claim arising under or relating to a
         claim for benefits under the Plan shall be resolved by binding
         arbitration in accordance with the rules and procedures of the American
         Arbitration Association. The Plan shall not be required to submit any
         such claim or controversy until the claimant has first exhausted the
         procedures described in Section 10.5 although the Committee may
         voluntarily do so at any point in processing an appeal from a prior
         claim denial or other disputed benefit determination.

         The Company shall bear all costs of an arbitration, except that the
         arbitrator shall have the power to apportion among the parties other
         expenses such as prehearing discovery, travel costs and attorney's
         fees. The decision of the arbitrator shall be final and binding on all
         parties and judgment on the arbitrator's award may be entered in any
         court of competent jurisdiction.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 22

<PAGE>

                                   ARTICLE 11

                               GENERAL PROVISIONS

11.1     PLAN NOT FUNDED. The Plan is intended to be and shall be construed and
         administered as an employee pension benefit plan under Section 3(2)(A)
         of ERISA which is unfunded and maintained by the Company solely to
         provide deferred compensation to a "select group of management or
         highly compensated employees" within the meaning of Sections 201(2),
         301(a)(3) and 401(a)(1) of ERISA. The obligation of the Company to make
         payments under the Plan constitutes nothing more than an unsecured
         promise of the Company to make such payments. No Participant,
         beneficiary or any other person shall have any interest in any
         particular assets of the Company by reason of the right to receive a
         benefit under the Plan and any such Participant, beneficiary or other
         person shall have only the rights of a general unsecured creditor of
         the Company with respect to any rights under the Plan. PerkinElmer,
         Inc., in its sole discretion, may create one or more trusts to hold
         assets of the Plan and to provide for the payment of benefits.
         PerkinElmer, Inc. shall be the owner of each trust and the trust corpus
         shall be subject to the claims of general creditors in the event of the
         bankruptcy or insolvency of PerkinElmer, Inc. The trusts shall contain
         such other terms and conditions as PerkinElmer, Inc. may deem necessary
         or advisable to ensure that benefits are not includable, by reason of
         the trusts, in the income of trust beneficiaries prior to actual
         distribution and that the existence of the trusts does not cause the
         Plan to be considered "funded" for purposes of Title I of the Employee
         Retirement Income Security Act of 1974, as amended.

11.2     NO GUARANTY OF BENEFITS. Nothing contained in the Plan shall constitute
         a guaranty by the Company or any other entity or person that the assets
         of the Company will be sufficient to pay any benefit hereunder.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 23

<PAGE>

11.3     NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant or beneficiary shall
         have any right to a benefit under the Plan except in accordance with
         terms of the Plan. Establishment of the Plan shall not be construed to
         give any Participant the right to be retained in the service of the
         Company.

11.4     SPENDTHRIFT PROVISION. No interest of any person or entity in, or right
         to receive a benefit under, the Plan shall be subject in any manner to
         sale, transfer, assignment, pledge, attachment, garnishment, or other
         alienation or encumbrance of any kind; nor may such interest or right
         to receive a benefit be taken, either voluntarily or involuntarily, for
         the satisfaction of the debts or other obligations or claims against,
         such person or entity, including claims for alimony, support, separate
         maintenance and claims in bankruptcy proceedings.

11.5     APPLICABLE LAW. The Plan shall be construed and administered under the
         laws of the Commonwealth of Massachusetts.

11.6     INCAPACITY OF RECIPIENT. If any person entitled to a benefit payment
         under the Plan is deemed by the Company to be incapable of personally
         receiving and giving a valid receipt for such payment, then, unless and
         until claim therefor shall have been made by a duly appointed guardian
         or other legal representative of such person, the Company may provide
         for such payment or any part thereof to be made to any other person or
         institution than contributing toward or providing for the care and
         maintenance of such person. Any such payment shall be a payment for the
         account of such person and a complete discharge of any liability of the
         Company and the Plan thereof.

11.7     CORPORATE SUCCESSORS. The Plan shall not be automatically terminated by
         a transfer or sale of assets of the Company.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 24

<PAGE>

IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly
authorized representative this 13th day of December, 2000

(SEAL)                                      PERKINELMER, INC.

Attest:

                                            By: /s/ Terrance C. Carlson
______________________________                 ___________________________

Its                                         Its: Senior Vice President and
   ____________________________                  General Counsel
                                               ____________________________



PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                   Page 25
<PAGE>

                                   APPENDIX A

The Plan Benefit payable to Participant Angelo Castellana shall commence
effective February 1, 2002 regardless of whether the Participant remains in
service with the Company on that date. On the date the Participant separates
from service with the Company for any reason, his Plan Benefit shall be
recalculated on the basis of his average total compensation, Basic Plan Benefit
and years of Credited Service as of the date of termination. This Appendix A
shall become inoperative and of no effect if the Participant separates from
service for any reason before February 1, 2002.

PerkinElmer, Inc.
Supplemental Executive Retirement Plan                                  Page A-1