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                                                                   EXHIBIT 10.10

                               PERKINELMER, INC.

                                      1998
                           DEFERRED COMPENSATION PLAN

                                1999 RESTATEMENT

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                               PerkinElmer, Inc.

                                      1998
                           DEFERRED COMPENSATION PLAN

                                1999 Restatement

                                    PURPOSE

         The purpose of the PerkinElmer, Inc. 1998 Deferred Compensation Plan
(the "Plan") is to provide non-employee directors and a select group of
management and highly compensated Employees who have contributed to, and are
expected to continue to contribute to, the growth, development and business
success of PerkinElmer, Inc. with an opportunity to defer receipt of their
compensation in order to build savings. This Plan is sponsored by PerkinElmer,
Inc. (the "Company") and the Company, and any subsidiary designated by the
Company, or the Compensation and Stock Option Committee of the PerkinElmer, Inc.
Board of Directors, (the "Committee" and the "Board", respectively), shall be
Participating Employers under this Plan; provided that the Participating
Employers shall automatically include all subsidiaries which employ Officers as
defined in Section 1.1 of the Plan, without any further designation. This Plan
shall be unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

                                   ARTICLE 1

                      DESIGNATION, ENROLLMENT, TERMINATION

         1.1      DESIGNATION BY COMMITTEE. Participation in the Plan is limited
                  to non-employee directors of the Company and a select group of
                  management and highly compensated Employees of the Company.
                  Executive Officers of the Company as defined under Rule 3b-7
                  of the Securities Exchange Act of 1934 (the "Officers") and
                  such other employees of a Participating Employer who (i)
                  receive Base Salary (prior to any deferral under this Plan) in
                  excess of $100,000, and (ii) are designated by the Committee,
                  shall be eligible to participate in the Plan (an "Eligible
                  Executive"). Each non-employee director of the Company shall
                  also be eligible to participate in the Plan (an "Eligible
                  Director").

         1.2      ENROLLMENT. In order to participate, each Eligible Executive
                  and Eligible Director shall complete, execute and return to
                  the Committee all elections on a form substantially as
                  attached hereto (the "Election Form") or any

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                  other form used by the Committee with respect to the deferrals
                  under Section 2.9. The Committee may, from time to time, (i)
                  establish such other enrollment requirements as it determines
                  in its sole discretion are necessary, (ii) modify the Election
                  Form, and (iii) provide for an alternative enrollment method.

         1.3      COMMENCEMENT OF PARTICIPATION. An Eligible Director or
                  Eligible Executive shall commence participation (become a
                  "Participant") in the Plan with the first payroll in the month
                  following the month in which the Eligible Director or Eligible
                  Executive completes the enrollment requirements to the
                  satisfaction of the Committee ("Completes Enrollment"). If an
                  Eligible Executive fails to Complete Enrollment within 30 days
                  following the date he or she becomes an Officer of the
                  Company, or is designated as an Eligible Executive by the
                  Committee, then such Eligible Executive shall not be eligible
                  to participate in the Plan until the first day of the Plan
                  Year following the date he or she Completes Enrollment. If an
                  Eligible Director fails to Complete Enrollment within 30 days
                  following the date he or she becomes an Eligible Director or
                  the Effective Date of the 1999 Restatement, whichever is
                  later, the Eligible Director shall not be eligible to
                  participate in the Plan until the first day of the Plan Year
                  following the date he or she Completes Enrollment.

         1.4      COMMITTEE TERMINATION OF PARTICIPATION. If the Committee
                  determines in good faith that a Participant is no longer (a)
                  an Officer of the Company, (b) an Eligible Director, or (c) a
                  member of the class of employees from among whom Eligible
                  Executives may be designated by the Committee, the Committee
                  shall have the right, in its sole discretion, to (i) terminate
                  any deferral election the Participant has made for the
                  remainder of the Plan Year in which the Participant's
                  membership status changes, (ii) prevent the Participant from
                  making future deferral elections and/or (iii) immediately
                  distribute any amounts previously deferred by the Participant,
                  adjusted for gains and losses, as if the Participant had
                  terminated employment under Section 4.5, and terminate the
                  Participant's participation in the Plan.

         1.5      AUTOMATIC TERMINATION OF PARTICIPATION. Participation in this
                  Plan will automatically terminate on (i) the Participant's
                  termination of employment or ceasing to be an Eligible
                  Director; (ii) transfer to a subsidiary of the Company which
                  is not a Participating Employer; or (iii) the Participant's
                  death. In the event of such termination, the Participant's
                  deferral election shall continue in effect with respect to
                  amounts paid following termination with respect to which an
                  election was made prior to such termination.

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         1.6      Effective Date. April 1, 1998; provided that no deferrals may
                  be made under Section 2.1 prior to July 1, 1998. The Effective
                  Date of the 1999 Restatement is October 20, 1999.

                                   ARTICLE 2

                               DEFERRALS; CREDITS

         2.1      DEFERRAL ELECTION.

                  (a)      BASE SALARY AND ANNUAL BONUS. For each calendar year
                           (the "Plan Year"), a Participant may elect to defer
                           up to one-half (-1/2) of the Participant's Base
                           Salary and/or part or all of the bonus under any
                           annual bonus plan or arrangement maintained by the
                           Company or such other bonus arrangement as may be
                           designated by the Committee in its sole discretion.
                           An Eligible Director may defer any part or all of
                           those directors fees to be paid to the Eligible
                           Director in the form of Company stock. The Committee
                           may in its sole discretion establish a minimum
                           deferral amount at any time or from time to time, may
                           increase the maximum amount which may be deferred and
                           may establish different minimum and maximum deferral
                           amounts for different Participants. Base Salary shall
                           mean regular cash compensation for services performed
                           by the Participant and paid during the calendar year,
                           excluding, without limitation, bonuses of every type,
                           commissions, overtime, fringe benefits, stock options
                           and the compensation received or deemed to have been
                           received by a Participant upon the exercise of stock
                           options or the sale of stock received on such
                           exercise, relocation expenses, incentive payments,
                           non-monetary awards, directors' fees and other fees
                           and allowances. Base Salary shall be calculated
                           before reduction for any voluntary deferral under
                           this or any other plan made available to the
                           Participant by the Company, such as deferrals under
                           Sections 125 and 402 of the Internal Revenue Code of
                           1986, as amended, (the "Code").

                           If no election is made, the amount deferred shall be
                           zero.

                  (b)      TERMS OF ELECTION.

                           If a Participant first becomes a Participant after
                           the first day of a Plan Year, or in the case of the
                           first Plan Year of the Plan itself, the election to
                           defer shall only apply to that portion of the Base
                           Salary which has not yet been earned by the
                           Participant as of the date the Participant Completes
                           Enrollment. An election to defer may be

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                           expressed in any manner acceptable to the Committee
                           from time to time. No election shall be effective
                           which would reduce the Participant's Base Salary
                           below an amount which the Committee determines would
                           be the minimum required in order to meet all
                           applicable legal requirements.

         2.2      TIMING OF DEFERRAL ELECTION. A new Election Form will be
                  required for each Plan Year. An Election Form must be
                  delivered, in accordance with procedures established by the
                  Committee, before the end of the Plan Year preceding the Plan
                  Year for which the election is made ("Salary Deferral");
                  provided, however, that an election to defer any bonus to be
                  paid for a Plan Year or to defer the payment of directors fees
                  to be paid in the form of Company stock may be made up to
                  September 30 of such Plan Year.

                  Salary Deferral elections for the 1998 Plan Year must be made
                  no later than the later of (i) July 1, 1998, or (ii) 30 days
                  after a Participant becomes an Eligible Executive or Eligible
                  Director.

                  Salary Deferral elections for the Plan Year in which an
                  individual first becomes an Eligible Executive shall be made
                  within 30 days after such individual becomes an Eligible
                  Executive.

         2.3      IMPLEMENTATION OF DEFERRAL. For each Plan Year, the portion of
                  Base Salary which the Participant elected to defer shall be
                  withheld from each regularly scheduled payroll in equal
                  amounts, as adjusted from time to time for increases and
                  decreases in Base Salary. The deferral of a portion of any
                  bonus shall be withheld at the time the bonus is or otherwise
                  would have been paid to the Participant, whether or not this
                  occurs during the Plan Year itself. No deferral shall be
                  permitted for the Plan Year following the Plan Year in which
                  the Participant has received a distribution under Article 3.

         2.4      VESTING. A Participant shall at all times be 100% vested in
                  the amounts deferred.

         2.5      DEFERRAL DISTRIBUTION. Any Election Form containing an
                  election of a deferral of Base Salary, directors fees or a
                  bonus, must include elections, in accordance with the terms of
                  the Plan as to (i) the date as of which distribution of such
                  deferrals will commence, and (ii) whether distribution of such
                  deferrals will be in a lump sum or installments as described
                  in Article 4. The Participant may also elect whether or not to
                  receive a distribution upon the occurrence of a change of
                  control of the Company pursuant to Section 4.9, below. The
                  distribution of all of a Participant's Deferral Accounts must
                  commence, as provided in Article 4, no later than

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                  six months after the date of the Participant's termination of
                  employment or ceasing to be an Eligible Director. The
                  Participant may at any time which is at least six months
                  before a distribution date make an irrevocable election to set
                  a later distribution date. The election of distribution in a
                  lump sum or installments may be modified after the initial
                  election by filing another Election Form with the Committee,
                  as provided herein. See Section 2.6(b) covering special rules
                  applicable to Deferral Accounts which are treated as invested
                  in the Company Stock Fund.

         2.6      ACCOUNTS.

                  (a)      ACCOUNTING. The Company or its designee shall
                           establish an account for recordkeeping purposes with
                           respect to each Participant and each date of
                           distribution elected by such Participant and each
                           form in which distributions will be made or commence
                           on such date of distribution (the "Deferral
                           Account"). The Deferral Account shall be established
                           only to determine the amount to which the Participant
                           is entitled under the terms of this Plan. The Company
                           shall increase or decrease the balance in each
                           Deferral Account as follows: (i) by adding (or
                           establishing new Deferral Accounts with respect to)
                           all amounts withheld in accordance with the
                           Participant's deferrals under Article 2, (ii)
                           crediting or debiting each Deferral Account with
                           earnings and losses of the investment accounts used
                           for measuring such performance as described in
                           paragraph (b), (iii) crediting each Deferral Account
                           with the credit, if any, described in Section 2.11,
                           and (iv) subtracting distributions made to or on
                           behalf of the Participant under this Plan.

                  (b)      EARNINGS. The Participant, in any manner permitted by
                           the Committee, may elect, from time to time, those
                           investment funds made available by the Committee from
                           time to time, in which his or her Deferral Accounts
                           shall be treated as having been invested for purposes
                           of this Plan (the "Measuring Accounts").
                           Notwithstanding the foregoing, any election of a
                           Measuring Account which is intended to invest
                           primarily in the voting common stock of the Company
                           (the "Company Stock Fund") cannot be changed, except
                           with respect to amounts which will be withheld from
                           the Participant and deferred under this Plan after
                           the change in the election of the Company Stock Fund.
                           In the case of deferrals of receipt of Company stock,
                           such deferrals shall be invested solely in the
                           Company Stock Fund. A Participant's Deferral Accounts
                           shall be treated as if invested in accordance with
                           the Participant's election, as determined by the
                           Committee, for purposes of debiting or crediting the
                           balance in such Deferral Accounts to reflect the

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                           performance of the Measuring Accounts. If the
                           Committee or the Trustee of any trust established
                           with respect to this Plan invests any assets in the
                           investments selected as the Measuring Accounts, no
                           Participant shall have any right in or to such
                           investments themselves, and the Participant's rights
                           shall at all times be only to receive the amount
                           calculated under the terms of this Plan from the
                           Company.

                  (c)      EXPENSES. No Plan expenses shall be allocable to the
                           Deferral Accounts.

         2.7      EMPLOYMENT TAXES. For each Plan Year in which any deferral is
                  elected under Section 2.1, there shall be withheld from other
                  compensation payable to the Participant, in such manner as the
                  Committee shall determine, the Participant's share of any
                  employment or other taxes payable with respect to such
                  deferral amounts. If necessary, the Committee may reduce the
                  deferral in order to comply with this Section 2.7.

         2.8      WITHHOLDING. Any withholding required under any applicable law
                  with respect to any payment under this Plan shall be made as
                  determined by the Committee.

         2.9      EVA BANK DEFERRAL. Any individual who is a participant in the
                  Economic Value Added Incentive Plan ("EVA Plan"), who is (i)
                  an Officer of the Company, or (ii) eligible to be designated
                  as an Eligible Executive under Section 1.1 of this Plan, and
                  who had accrued a balance in the EVA Plan, may elect to defer
                  receipt of such balance under the terms of this Plan on a form
                  approved by the Committee no later than April 7, 1998. Such
                  deferral of the accrued benefit under the EVA Plan shall be
                  accounted for in a separate Deferral Account under this Plan
                  and shall be subject to all the applicable terms of this Plan,
                  as in effect from time to time; provided that such Deferral
                  Account shall always be treated as if the Participant elected
                  a Measuring Account which was the Company Stock Fund and
                  subject to the provisions of 2.6(b) concerning distribution of
                  such Deferral Account.

         2.10     DEFERRALS FROM OTHER PLANS. The Plan may accept the transfer
                  of amounts deferred by a Participant under any other deferral
                  plan or arrangement provided by the Company, including without
                  limitation any shares of common stock of the Company which but
                  for such deferral would be vested and nonforfeitable. Any
                  amounts deferred representing shares of Company common stock
                  shall be accounted for on a share by share basis, with
                  appropriate adjustments to reflect changes in the capital

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                  structure of the Company, and shall, when distributed, be
                  distributed in the form of common stock of the Company.
                  Notwithstanding any of the provisions of the Plan to the
                  contrary, the Participant shall not have any right to elect to
                  have any amounts deferred in the form of Company common stock
                  measured by reference to any Measurement Fund other than the
                  Company Stock Fund. The Committee may direct the Plan to
                  accept the transfer of amounts deferred by a Participant under
                  a deferral plan or arrangement sponsored by a former employer
                  of the Participant.

         2.11     COMPANY CREDITS. As soon as practicable after the end of a
                  Plan Year, the Company shall credit the Deferral Account of
                  each Participant who was eligible to make contributions to the
                  PerkinElmer, Inc. Savings Plan (the "Savings Plan") with an
                  amount equal to the excess, if any, of (a) the matching
                  contribution that would have been made to such Participant's
                  account under the Savings Plan if no deferral had been made
                  under this Plan and the Participant had elected to make the
                  maximum permitted contribution under the Savings Plan over (b)
                  the matching contribution which actually was made to such
                  Participant's account under the Savings Plan. In order to
                  receive a credit under this Section 2.11, the Participant must
                  make the maximum permissible contribution under the Savings
                  Plan. In addition, the Company may, in its sole discretion,
                  credit the Deferral Account of any Participant with such
                  amounts as it deems appropriate and shall have no obligation
                  to provide the same credit to any other Participant.

         2.12     INVESTMENT OF TRUST ASSETS. The Trustee of any trust
                  established with respect to this Plan shall be authorized,
                  upon written instructions received from the Committee, to
                  invest and reinvest the assets of the trust in accordance with
                  the instructions and the terms of the applicable trust
                  agreement.

                                   ARTICLE 3

                        UNFORESEEN FINANCIAL EMERGENCIES

         If the Participant experiences an Unforeseen Financial Emergency, the
         Participant may request, in writing, a partial or full distribution
         from the Plan. The distribution shall not exceed the lesser of the sum
         of the Participant's Account Balances, calculated as if such
         Participant were receiving a distribution, in a lump sum, on
         termination of employment, or the amount reasonably needed to satisfy
         the Unforeseen Financial Emergency as determined by the Committee.
         Distributions shall be made from all the Deferral Accounts
         proportionately. If the Committee grants the request for a
         distribution, it shall be made within

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         60 days of the date of approval. For purposes of this Plan, an
         Unforeseen Financial Emergency is an event that would result in severe
         financial hardship for the Participant for which the Participant has no
         other resources which can reasonably be used (and has received all
         loans and distributions, including hardship distributions, for which
         the Participant is eligible under the Savings Plan), as a result of (a)
         illness or accident affecting the Participant or a member of the
         Participant's family; (b) uninsured loss, or (c) any other
         extraordinary and unforeseen circumstance approved by the Committee in
         their sole control.

                                   ARTICLE 4

                                 DISTRIBUTIONS

         4.1      DISTRIBUTION ELECTIONS. A Participant shall receive a
                  distribution of his or her Deferral Accounts on the date, and
                  in the form, elected by the Participant subject to the
                  provisions of this Article 4 and Section 2.6(b).

         4.2      METHOD OF DISTRIBUTION. A Participant shall elect on each
                  Election Form completed with respect to an election to defer
                  receipt of Base Salary or bonuses or directors fees, the
                  method of distribution with respect to that deferral and the
                  earnings thereon as provided in Section 2.5 and subject to the
                  provisions of Section 2.6(b). Distributions may be made in a
                  lump sum or installments of from 2 to 10 years in the case of
                  a Participant whose employment terminates after attaining
                  Normal Retirement Age. In the case of a Participant whose
                  employment terminates before attaining Normal Retirement Age,
                  distributions may only be made in the form of a lump sum,
                  provided that a Participant may request an alternative form of
                  distribution in writing. Normal Retirement Age shall be age 65
                  for all Participants who are Employees and for Eligible
                  Directors shall be the retirement age for Directors set for in
                  the By-Laws of the Company. The Committee shall have sole
                  discretion as to whether such a request is approved. The
                  Participant may change his or her election of the method of
                  distribution of any Deferral Account or his or her election to
                  receive the distribution set forth in Section 4.9, below, by
                  submitting a new Election Form to the Committee, provided that
                  any such Election Form is submitted at least six months prior
                  to the date on which distribution of the Deferral Account will
                  commence and is accepted by the Committee in its sole
                  discretion. The Election Form most recently accepted by the
                  Committee shall govern the distribution of the Deferral
                  Account to which it applies. If a Participant does not make
                  any election accepted by the Committee with respect to the
                  distribution of a Deferral Account, then such Deferral Account
                  shall be payable in a lump sum.

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         4.3      DETERMINATION OF INSTALLMENTS. If installments are elected,
                  then each installment shall be paid on the anniversary of the
                  first installment or at any time which is no more than 90 days
                  before or after the anniversary. The installment shall be
                  calculated by multiplying the balance in the Deferral Account
                  being distributed by a fraction, the numerator of which is
                  one, and the denominator of which is the remaining number of
                  annual payments due the Participant. Installment payments of
                  amounts deferred in the form of Company Stock shall be
                  determined using the procedures set forth in the preceding
                  sentence, except that no fractional shares shall be
                  distributed. By way of example, if the Participant elects 10
                  year installments, the first payment shall be 1/10 of the
                  Deferral Account with respect to which this election is made.
                  The following year, the payment shall be 1/9 of the then value
                  of the Deferral Account, etc.

         4.4      DATE OF DISTRIBUTION ELECTION. As set forth in Section 2.5,
                  each Election Form containing an election of a deferral under
                  this Plan, shall include the election of a date of
                  distribution by the Participant. Such date of distribution may
                  be any future date, or the Participant's date of termination
                  of employment. The Participant's election of a date of
                  distribution may be changed in a manner consistent with
                  Section 2.5. Lump sum distribution shall be made, or
                  installment distributions shall commence, no later than 90
                  days after the last day of the Plan Year in which distribution
                  must be made or commence under the terms of the Plan.

         4.5      AUTOMATIC DISTRIBUTION. Notwithstanding the foregoing, all
                  distributions, regardless of the date for distribution elected
                  by the Participant, must commence on termination of
                  employment. For purposes of this Plan, termination of
                  employment includes death, ceasing to be an Eligible Director,
                  voluntary termination of employment by the Participant or
                  termination of employment by the Company or any subsidiary. It
                  does not include the transfer to a subsidiary of the Company
                  that has not adopted the Plan.

         4.6      DEATH PRIOR TO COMPLETE DISTRIBUTION. If a Participant dies
                  before all his or her Deferral Accounts are distributed, the
                  Participant's remaining Deferral Accounts shall continue in
                  effect under the terms of this Plan and shall be paid to the
                  Participant's Beneficiary in the form elected by the
                  Participant, but commencing within one year following the
                  death of the Participant.

         4.7      FORM OF DISTRIBUTION. All distributions under this Plan shall
                  be in cash, except that any amount treated as invested in the
                  Company Stock Fund under Section 2.6(b) shall be distributed
                  in shares of voting common stock

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                  of the Company, valued at the time of distribution.

         4.8      WITHDRAWAL ELECTION. A Participant (or, after the
                  Participant's death, his or her Beneficiary) may elect, at any
                  time, to withdraw all of his or her Account Deferral,
                  calculated as of the day of the election, less a withdrawal
                  penalty equal to 10% of such amount (the net amount shall be
                  referred to as the "Withdrawal Amount"). This election may be
                  made at any time by a Participant, and after the Participant's
                  death by his or her Beneficiary, irrespective of whether the
                  Participant or Beneficiary has begun to receive installment
                  payments. No partial withdrawals of the Withdrawal Amount
                  shall be allowed. The Participant (or his or her Beneficiary)
                  shall make this election by giving the Committee advance
                  written notice of the election in a form determined from time
                  to time by the Committee. The Participant (or his or her
                  Beneficiary shall be paid the Withdrawal Amount, the
                  Participant's participation in the Plan shall terminate, and
                  the Participant shall not be eligible to participate in the
                  Plan for the remainder of the Plan Year and the next Plan
                  Year.

         4.9      DISTRIBUTION ON CHANGE IN CONTROL. A Participant may elect to
                  receive a distribution of his Deferral Accounts upon a "change
                  in control" of the Company (as such terms are defined in the
                  trust referred to in Article XI below) (a "Change in
                  Control"). If such an election is in force with respect to a
                  Participant upon the occurrence of a Change in Control, the
                  entire balance of the Participant's Deferral Accounts shall be
                  paid to him or her as soon as possible following the
                  occurrence of the Change in Control.

                                   ARTICLE 5

                            BENEFICIARY DESIGNATION

         5.1      BENEFICIARY. Each Participant shall have the right, at any
                  time, to designate his or her Beneficiary(ies) (both primary
                  as well as contingent) to receive any benefits payable under
                  the Plan to a beneficiary upon the death of a Participant. The
                  Beneficiary designated under this Plan may be the same as or
                  different from the Beneficiary designation under any other
                  plan of a Participating Employer in which the Participant
                  participates.

         5.2      BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate
                  his or her Beneficiary by completing and signing the
                  Beneficiary Designation Form, and returning it to the
                  Committee or its designated agent. A Participant shall have
                  the right to change a Beneficiary by completing, signing and
                  otherwise complying with the terms of the Beneficiary
                  Designation Form and the Committee's rules and procedures, as
                  in effect from time to time. Upon the acceptance by the
                  Committee of a new Beneficiary Designation

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                  Form, all Beneficiary designations previously filed shall be
                  canceled. The Committee shall be entitled to rely on the last
                  Beneficiary Designation Form filed by the Participant and
                  accepted by the Committee prior to his or her death.

         5.3      ACKNOWLEDGMENT. No designation or change in designation of a
                  Beneficiary shall be effective until received in writing and
                  acknowledged in writing by the Committee or its designated
                  agent.

         5.4      NO BENEFICIARY DESIGNATION. If a Participant fails to
                  designate a Beneficiary as provided in this Article 5, or if
                  all designated Beneficiaries predecease the Participant or die
                  prior to complete distribution of the Participant's benefits,
                  then the Participant's designated Beneficiary shall be deemed
                  to be his or her surviving spouse. If the Participant has no
                  surviving spouse, the benefits remaining under the Plan to be
                  paid to a Beneficiary shall be payable to the then living
                  issue of the Participant per stripes and, if there is no such
                  issue, to the executor or personal representative of the
                  Participant's estate.

         5.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to
                  the proper Beneficiary to receive payments pursuant to this
                  Plan, the Committee shall have the right, exercisable in its
                  discretion, to direct the Company to withhold such payments
                  until this matter is resolved to the Committee's satisfaction.

         5.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the
                  Plan to a Beneficiary shall fully and completely discharge the
                  Company and the Committee from all further obligations under
                  this Plan with respect to the Participant.

                                   ARTICLE 6

                          LEAVE OF ABSENCE/DISABILITY

         6.1      PAID LEAVE OF ABSENCE. If a Participant is authorized by the
                  Company for any reason to take a paid leave of absence the
                  Participant shall continue to be considered employed and the
                  deferral elections shall continue during such paid leave of
                  absence.

         6.2      UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
                  Company for any reason to take an unpaid leave of absence from
                  the employment of the Employer, the Participant shall continue
                  to be considered employed and the Participant shall be excused
                  from making deferrals until the earlier of the date the leave
                  of absence expires or the Participant returns to

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                  a paid employment status. Upon such expiration or return,
                  deferrals shall resume for the remaining portion of the Plan
                  Year in which the expiration or return occurs, based on the
                  deferral election, if any, made for that Plan Year. If no
                  election was made for that Plan Year, no deferral shall be
                  withheld.

         6.3      DISABILITY. A Participant who is disabled shall be treated in
                  the same manner as a Participant on an authorized, unpaid
                  leave of absence until the Participant's employment is
                  terminated or the Participant returns to active employment.
                  For purposes of this provision disability is determined by the
                  Committee.

                                   ARTICLE 7

                     TERMINATION, AMENDMENT OR MODIFICATION

         7.1      TERMINATION. Although the Company anticipates that it will
                  continue the Plan for an indefinite period of time, it
                  reserves the right to terminate the Plan at any time, by
                  action of its Board or any duly authorized committee thereof.

         7.2      AMENDMENT. The Board or the Committee may, at any time, amend
                  or modify the Plan in whole or in part; provided, however,
                  that no amendment or modification shall be effective to
                  decrease or restrict the value of a Participant's Deferral
                  Accounts in existence at the time the amendment or
                  modification is made. The amendment or modification of the
                  Plan shall not affect any Participant or Beneficiary who has
                  become entitled to the payment of benefits under the Plan as
                  of the date of the amendment or modification; provided,
                  however, that the Company shall have the right to accelerate
                  installment payments by paying the Deferral Accounts in a lump
                  sum or in fewer installments.

         7.3      EFFECT OF PAYMENT. The full payment of the applicable benefit
                  under the Plan shall completely discharge all obligations to a
                  Participant and his or her designated Beneficiaries under this
                  Plan and the Participant shall cease to be a Participant under
                  this Plan.

                                   ARTICLE 8

                                 ADMINISTRATION

         8.1      COMMITTEE DUTIES. This Plan shall be administered by the
                  Committee. The Committee shall also have the complete
                  discretion and authority to (i) make, amend, interpret, and
                  enforce all appropriate rules and

                                      -13-

<PAGE>

                  regulations for the administration of this Plan and (ii)
                  decide or resolve any and all questions including
                  interpretations of this Plan, as may arise in connection with
                  the Plan. Any individual serving on the Committee who is a
                  Participant shall not vote or act on any matter relating
                  solely to himself or herself. When making a determination or
                  calculation, the Committee shall be entitled to rely on
                  information furnished by a Participant or the Company.

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

         8.3      BINDING EFFECT OF DECISIONS. The decision or action of the
                  Committee with respect to any question arising out of or in
                  connection with the administration, interpretation and
                  application of the Plan and the rules and regulations
                  promulgated hereunder shall be final and conclusive and
                  binding upon all persons having any interest in the Plan.

         8.4      INDEMNITY OF COMMITTEE. The Company shall indemnify and hold
                  harmless the members of the Committee, and any employee of the
                  Company to whom the duties of the Committee may be delegated,
                  against any and all claims, losses, damages, expenses or
                  liabilities arising from any action or failure to act with
                  respect to this Plan, to the full extent permitted by law, if
                  the individual was acting in the good faith belief that such
                  action or failure to act was in the best interest of the
                  Company and consistent with the terms of the Plan.

         8.5      EMPLOYER INFORMATION. To enable the Committee to perform its
                  functions, the Company and every Participating Employer shall
                  supply full and timely information to the Committee on all
                  matters relating to the compensation of its Participants and
                  such other pertinent information as the Committee may
                  reasonably require.

                                   ARTICLE 9

                         OTHER BENEFITS AND AGREEMENTS

         The benefits provided for a Participant and such Participant's
         Beneficiary under the Plan are in addition to any other benefits
         available to such Participant under any other plan or program for
         employees of the Company. The Plan shall supplement and shall not
         supersede, modify or amend any other such plan or program except as may
         otherwise be expressly provided.

                                      -14-

<PAGE>

                                   ARTICLE 10

                                CLAIMS PROCEDURES

         10.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a
                  deceased Participant (such Participant or Beneficiary being
                  referred to below as a "Claimant") may deliver to the
                  Committee a written claim for a determination with respect to
                  the amounts distributable to such Claimant from the Plan. If
                  such a claim relates to the contents of a notice received by
                  the Claimant, the claim must be made within 60 days after such
                  notice was received by the Claimant. All other claims must be
                  made within 180 days of the date on which the event that
                  caused the claim to arise occurred. The claim must state with
                  particularity the determination desired by the Claimant.

         10.2     NOTIFICATION OF DECISION. The Committee shall consider a
                  Claimant's claim within a reasonable time, and shall notify
                  the Claimant in writing:

                  (a)      that the Claimant's requested determination has been
                           made, and that the claim has been allowed in full; or

                  (b)      that the Committee has reached a conclusion contrary,
                           in whole or in part, to the Claimant's requested
                           determination, in which case such notice must also be
                           set forth in a manner calculated to be understood by
                           the Claimant:

                           1.       the specific reason(s) for the denial of the
                                    claim, or any part thereof;

                           2.       specific reference(s) to pertinent
                                    provisions of the Plan upon which such
                                    denial was based;

                           3.       a description of any additional material or
                                    information necessary for the Claimant to
                                    perfect the claim, and an explanation of why
                                    such material or information is necessary;
                                    and

                           4.       an explanation of the claim review procedure
                                    set forth in Section 10.3 below.

         10.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a
                  notice from the Committee that a claim has been denied, in
                  whole or in part, a Claimant (or the Claimant's duly
                  authorized representative) may file with the Committee a
                  written request for a review of the denial of the claim.
                  Thereafter, but not later than 30 days after the review
                  procedure began,

                                      -15-

<PAGE>

                  the Claimant (or the Claimant's duly authorized
                  representative):

                  (a)      may review pertinent documents;

                  (b)      may submit written comments or other documents;
                           and/or

                  (c)      may request a hearing, which the Committee, in its
                           sole discretion, may grant.

         10.4     DECISION ON REVIEW. The Committee shall render its decision on
                  review promptly, and not later than 60 days after the filing
                  of a written request for review of the denial, unless a
                  hearing is held or other special circumstances require
                  additional time, in which case the Committee's decision must
                  be rendered within 120 days after such date. Such decision
                  must be written in a manner calculated to be understood by the
                  Claimant, and it must contain:

                  A.       specific reasons for the decision;

                  B.       specific reference(s) to the pertinent Plan
                           provisions upon which the decision was based; and

                  C.       such other matters as the Committee deems relevant.

         10.5     LEGAL ACTION. A Claimant's compliance with the foregoing
                  provisions of this Article 10 is a mandatory prerequisite to a
                  Claimant's right to commence any legal action with respect to
                  any claim for benefits under this Plan.

                                   ARTICLE 11

                                     TRUST

         11.1     ESTABLISHMENT OF THE TRUST. The Company and each Participating
                  Employer shall establish one or more trusts pursuant to one or
                  more trust agreements between the Company and each
                  Participating Employer and the trustee named therein, as
                  amended from time to time (the "Trust"), and the Company shall
                  at least annually transfer over to the Trust such assets as
                  the Company and each Participating Employer determines, in its
                  sole discretion, are necessary to provide for its liabilities
                  under the Plan.

         11.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of
                  the Plan shall govern the rights of a Participant to receive
                  distributions pursuant to the Plan. The provisions of the
                  Trust shall govern the rights of the Company, each
                  Participating Employer, Participants and the creditors of

                                      -16-

<PAGE>

                  the Company to the assets transferred to the Trust. The
                  Company and each Participating Employer shall at all times
                  remain liable to carry out its obligations under the Plan.

         11.3     DISTRIBUTIONS FROM THE TRUST. The obligations of the Company
                  and each Participating Employer under the Plan may be
                  satisfied with Trust assets distributed pursuant to the terms
                  of the Trust, and any such distribution shall reduce their
                  obligations under this Plan.

                                   ARTICLE 12

                                  MISCELLANEOUS

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

         12.2     UNSECURED GENERAL CREDITOR. Participants and their
                  Beneficiaries, heirs, successors and assigns shall have no
                  legal or equitable rights, interests or claims in any property
                  or assets of the Company or any Participating Employer. For
                  purposes of the payment of benefits under this Plan, any and
                  all of the assets of the Company and any Participating
                  Employer shall be, and remain, the general, unpledged
                  unrestricted assets of the Company and any Bankruptcy
                  Employer. Their obligation under the Plan shall be merely that
                  of an unfunded and unsecured promise to pay money in the
                  future.

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

                                      -17-

<PAGE>

         12.4     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
                  Plan shall not be deemed to constitute a contract of
                  employment between the Company or any Participating Employer
                  and the Participant. Such employment is hereby acknowledged to
                  be an "at will" employment relationship that can be terminated
                  at any time for any reason, or no reason, with or without
                  cause, and with or without notice, unless otherwise expressly
                  provided in a written employment agreement. Nothing in this
                  Plan shall be deemed to give a Participant the right to be
                  retained in the service of the Company or any Participating
                  Employer or to interfere with the right of the Company or any
                  Participating Employer to discipline or discharge the
                  Participant at any time.

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

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

         12.7     CAPTIONS. The captions of the articles, sections and
                  paragraphs of this Plan are for convenience only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

         12.8     GOVERNING LAW. Subject to ERISA, the provisions of this Plan
                  shall be construed and interpreted according to the internal
                  laws of the Commonwealth of Massachusetts without regard to
                  its conflicts of laws principles.

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

                           Compensation and Stock Option Committee
                           c/o General Counsel
                           PerkinElmer, Inc.
                           45 William Street
                           Wellesley, MA  02181-4078

                                      -18-

<PAGE>

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

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

         12.10    SUCCESSORS. The provisions of this Plan shall bind and inure
                  to the benefit of the Company or any Participating Employer
                  and their successors and assigns and the Participant and the
                  Participant's designated Beneficiaries.

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

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

         12.13    DISTRIBUTION IN THE EVENT OF TAXATION.

                  (a)      IN GENERAL. If, for any reason, all or any portion of
                           a Participant's benefits under this Plan becomes
                           taxable to the Participant prior to Change in Control
                           of the Company or any Participating Employer as
                           defined in the Trust (a "Change in Control"), or the
                           trustee of the Trust after a Change in Control, for a
                           distribution of that portion of his or her benefit
                           that has become taxable. Upon the grant of such a
                           petition, which grant shall not be unreasonably
                           withheld (and, after receipt, a Participant may
                           petition the Committee before a a Change in Control,
                           shall be granted), the Company or Trustee shall
                           distribute to the Participant immediately available
                           funds in an amount equal to the taxable portion of
                           his or her benefit (which amount shall not exceed a
                           Participant's unpaid Deferral Accounts

                                      -19-

<PAGE>

                           under the Plan)(the "Tax Liability Distribution"). If
                           the petition is granted, the Tax Liability
                           Distribution shall be made within 90 days of the date
                           when the Participant's petition is granted. Such Tax
                           Liability Distribution shall affect and reduce the
                           benefits to be paid under this Plan.

                  (b)      TRUST. If the Trust terminates and benefits are
                           distributed from the Trust to a Participant, the
                           Participant's benefits under this Plan shall be
                           reduced to the extent of such distributions.

         IN WITNESS WHEREOF, the Company has signed this Plan document as of
this 20th day of October, 1999.

                                        PerkinElmer, Inc.

                                        By: /s/ Terrance C. Carlson
                                            ___________________________________

                                        Title: Senior Vice President and
                                               General Counsel
                                               ________________________________

                                      -20-