Exhibit 10.2


                               APPLERA CORPORATION
                           DEFERRED COMPENSATION PLAN

                              Amended and Restated
                         Effective as of January 1, 2002

                                     Purpose

         The purpose of the Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development, and future business success of Applera
Corporation, a Delaware corporation, and its subsidiaries. The Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.


                                    ARTICLE 1
                                   Definitions

         For purposes of the Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

         1.1 "Annual Bonus" shall mean any compensation, in addition to Base
Annual Salary, paid annually to a Participant as an Employee under any
Employer's annual bonus and incentive plans.

         1.2 "Annual Deferral Amount" shall mean that portion of a Participant's
Base Annual Salary, Annual Bonus, and Special Incentive Award that is deferred
in accordance with Article 3 for any one Plan Year. In the event of a
Participant's Retirement, death, or Termination of Employment prior to the end
of a Plan Year, such year's Annual Deferral Amount shall be the actual amount
withheld prior to such event.

         1.3 "Annual Installment Method" shall mean the method of distributing a
Participant's Deferral Account, calculated as follows: The first annual
installment shall be determined by calculating the value of the Deferral Account
as of the close of business on the applicable date. The value of the Deferral
Account on that date shall be multiplied by a fraction, the numerator of which
is one, and the denominator of which is the number of annual payments selected
by the Participant. Each subsequent installment shall be determined by
calculating the value of the Deferral Account as of the anniversary of such
date, and multiplying this amount by a fraction, the numerator of which is one,
and the denominator of which is the number of annual payments selected by the
Participant, minus any installments previously paid. By way of example, if the
Participant elects a ten year Annual Installment Method, the first installment
shall be 1/10 of the value of the Deferral Account on the applicable date. The
following year, the installment shall be 1/9 of the value of the Deferral
Account as of the anniversary of such date.

         1.4 "Base Annual Salary" shall mean (i) for the First Plan Year, the
annual rate of salary paid to a Participant for services rendered, after
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all other qualified or non-qualified plans under Code
Sections 125, 401(k), 402(h), or 403(b) pursuant to plans established by any
Employer; and (ii) for each succeeding Plan Year, the annual rate of salary paid
to a Participant for services rendered, without reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all other
qualified or non-qualified plans under Code Section 125, 401(k), 402(h), or
403(b) pursuant to plans established by any Employer.

         1.5 "Beneficiary" shall mean one or more persons, trusts, estates, or
other entities, designated in accordance with Article 8, that are entitled to
receive benefits under the Plan upon the death of a Participant.

         1.6 "Board" shall mean the Board of Directors of the Company.
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         1.7 "Change in Control" shall mean an event that would be required to
be reported (assuming such event has not been "previously reported") in response
to Item 1(a) of the Current Report on Form 8-K, as in effect on the effective
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred at such time as (i) any "person" within
the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended,
becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or
indirectly, of more than 25% of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors; (ii) during any two-year period, individuals who
constitute the Board (the "Incumbent Board") as of the beginning of the period
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director during such period whose election or nomination
for election by the Company's stockholders was approved by a vote of at least
three-quarters of the Incumbent Board (either by a specific vote or by approval
of the proxy statement of the Company in which such person is named as a nominee
for director without objection to such nomination, other than in response to an
actual or threatened Change in Control or proxy contest) shall be, for purposes
of this clause (ii), considered as though such person were a member of the
Incumbent Board; or (iii) the approval by the Company's stockholders of the sale
of all or substantially all of the stock or assets of the Company.

         1.8  "Claimant" shall have the meaning set forth in Section 13.1.

         1.9  "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

         1.10 "Committee" shall mean the committee described in Article 11.

         1.11 "Company" shall mean Applera Corporation, a Delaware corporation,
and any successor to all or substantially all of the Company's assets or
business.

         1.12 "Deferral Account" shall mean an account to which shall be
credited (i) the sum of all of a Participant's Annual Deferral Amounts, plus
(ii) amounts credited in accordance with all the applicable crediting provisions
of the Plan that relate to the Participant's Deferral Account, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to the
Plan that relate to his or her Deferral Account, and less (iv) amounts debited
in accordance with all the applicable debiting provisions of the Plan that
relate to the Participant's Deferral Account. The Deferral Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his
or her designated Beneficiary, pursuant to the Plan.

         1.13 "Employee" shall mean a person who is an employee of any Employer.

         1.14 "Employer(s)" shall mean the Company and/or any of its
Subsidiaries (now in existence or hereafter formed or acquired).

         1.15 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.

         1.16 "First Plan Year" shall mean the period beginning October 1, 1996
and ending December 31, 1996.

         1.17 "Measurement Fund(s)" shall have the meaning set forth in Section
3.5.

         1.18 "Participant" shall mean any Employee who is selected to
participate in the Plan and who elects to participate in the Plan in the manner
provided in Article 2. A spouse or former spouse of a Participant shall not be
treated as a Participant in the Plan or have a Deferral Account under the Plan,
even


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if he or she has an interest in the Participant's benefits under the Plan
as a result of applicable law or property settlements resulting from legal
separation or divorce.

         1.19 "Plan" shall mean the Company's Deferred Compensation Plan, which
shall be evidenced by this instrument, as it may be amended from time to time.

         1.20 "Plan Year" shall mean, except for the First Plan Year, the period
beginning on January 1 of each calendar year and continuing through December 31
of such calendar year.

         1.21 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth
in Article 6.

         1.22 "Retirement," "Retire(s)," or "Retired" shall mean, with respect
to an Employee, severance from employment from all Employers for any reason,
other than an authorized leave of absence or death, on or after the attainment
of age fifty-five (55) with five (5) Years of Service.

         1.23 "Retirement Benefit" shall mean the benefit set forth in Article
5.

         1.24 "Short-Term Payout" shall mean the payout set forth in Section
4.1.

         1.25 "Special Incentive Award" shall mean any compensation paid to a
Participant under The Perkin-Elmer Corporation Division Long-Term Incentive
Plan, the Performance Unit Bonus Plan, or any other compensation plan of the
Company or any Subsidiary designated by the Committee.

         1.26 "Subsidiary" shall mean any corporation of which more than 50
percent of the voting stock is owned, directly or indirectly, by the Company.

         1.27 "Termination Benefit" shall mean the benefit set forth in Article
7.

         1.28 "Termination of Employment" shall mean the severing of employment
with all Employers, voluntarily or involuntarily, for any reason other than
Retirement, death, or an authorized leave of absence

         1.29 "Trust" shall mean the grantor trust established or to be
established by the Company for the purpose of accumulating funds to satisfy the
obligations incurred under the Plan.

         1.30 "Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the Participant that
would result in severe financial hardship to the Participant resulting from (i)
a sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, (ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.

         1.31 "Withdrawal Amount" shall have the meaning set forth in Section
4.4.

         1.32 "Years of Service" shall mean the total number of full years in
which a Participant has been employed by one or more Employers. For purposes of
this definition, a year shall be a 365 day period (or 366 day period in the case
of a leap year) that, for the first year of employment, commences on the
Employee's date of hire and that, for any subsequent year, commences on an
anniversary of that date of hire. No partial year shall be counted.





                                      -3-
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                                    ARTICLE 2
                       Selection; Enrollment; Eligibility

         2.1 Selection by Committee. Participation in the Plan shall be limited
to a select group of management or highly compensated Employees of the
Employers, as determined by the Committee in its sole discretion. From that
group, the Committee shall select, in its sole discretion, Employees to
participate in the Plan.

         2.2 Enrollment Requirements. Each selected Employee shall enroll in the
Plan by completing such forms and providing such data in such manner and within
such time period as the Committee in its sole discretion may require. Such
enrollment shall include the selected Employee's acceptance of the terms and
conditions of the Plan and his or her designation of a Beneficiary as provided
in Article 8.

         2.3 Eligibility; Commencement of Participation. Provided an Employee
selected to participate in the Plan has met all enrollment requirements set
forth in the Plan and required by the Committee, that Employee shall commence
participation in the Plan on the first day of the month following the month in
which he or she completes all enrollment requirements. If an Employee fails to
meet all such requirements within the period required, that Employee shall not
be eligible to participate in the Plan until the first day of the Plan Year
following the completion by the Employee of all enrollment requirements set
forth in the Plan and required by the Committee.

         2.4 Termination of Participation and/or Deferrals.

         (a) A Participant's ability to make deferrals under the Plan shall
terminate as of the date of his or her Retirement, death, or Termination of
Employment. In addition, if the Committee determines in good faith that a
Participant no longer qualifies as a member of a select group of management or
highly compensated employees, as membership in such group is determined in
accordance with Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, the
Committee shall have the right, in its sole discretion, and notwithstanding
anything in the Plan to the contrary, to (i) terminate any deferral election the
Participant has made for 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 the balance of the Participant's
Deferral Account as a Termination Benefit and terminate the Participant's
participation in the Plan.

         (b) Notwithstanding anything to the contrary in this Article 2 or in
any other provision of the Plan, if the Committee determines in good faith that
the aggregate amount of a Participant's deferral election for a particular Plan
Year will or may cause any qualified plan maintained by the Company (or any
affiliated entity) to fail to meet the applicable non-discrimination tests under
Code Sections 401(a)(4), 410(b), 401(k), or 401(m), or any successor provisions
or similar non-discrimination provisions of the Code, the Committee may reduce
or terminate the Participant's deferral election for that Plan Year to the
extent necessary to meet the relevant non-discrimination tests.

         (c) All determinations under this Section 2.4 shall be in the sole
discretion of the Committee and shall be final and binding on the Participant.


                                    ARTICLE 3
                     Deferral Commitments; Crediting; Taxes

         3.1 Deferral Commitments. For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, any whole percentage of his or
her Base Annual Salary, Annual Bonus, and/or Special Incentive Award (a
"deferral election"). Notwithstanding the foregoing, a Participant may not elect
to defer any portion of his or her award otherwise payable in 1999 under The
Perkin-Elmer Corporation Division Long-Term Incentive Plan after December 31,
1997.



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         3.2 Election to Defer. In connection with a Participant's commencement
of participation in the Plan, the Participant shall make an initial deferral
election for the Plan Year in which the Participant commences participation in
the Plan, which election shall be irrevocable. The Participant shall also make
such other elections as the Committee deems necessary or desirable under the
Plan. All elections shall be made in such form and manner as the Committee shall
direct or permit. A Participant's deferral election with respect to his or her
Annual Salary shall continue in effect for each subsequent Plan Year unless
prior to the beginning of such subsequent Plan Year the Participant terminates
his or her active participation in the Plan or makes a different deferral
election under the Plan in the form and manner prescribed by the Committee.

         3.3 Withholding of Annual Deferral Amounts. For each Plan Year in which
a deferral election is in effect, the Employer shall withhold from the
Participant's Base Annual Salary, Annual Bonus, and/or Special Incentive Award,
as the case may be, such percentage, if any, elected by the Participant as his
or her Annual Deferral Amount. The Base Annual Salary portion of the Annual
Deferral Amount shall be withheld from each regularly scheduled Base Annual
Salary payroll, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Annual Bonus and/or Special Incentive Award portion of
the Annual Deferral Amount shall be withheld at the time the Annual Bonus or
Special Incentive Award, as the case may be, is or otherwise would be paid to
the Participant, regardless of when payment occurs.

         3.4 Vesting. A Participant shall at all times be 100% vested in his or
her Deferral Account.

         3.5 Crediting/Debiting of Account Balances. In accordance with, and
subject to, the rules and procedures that are established from time to time by
the Committee in its sole discretion, amounts shall be credited or debited to a
Participant's Deferral Account in accordance with the following rules:

         (a) Investment of Annual Deferral Amount. A Participant, in connection
with his or her initial deferral election in accordance with Section 3.2 above,
shall elect, in such form and manner as the Committee may direct or permit, the
percentage of his or her Annual Deferral Amount that will be deemed invested in
each Measurement Fund. An initial investment election of a Participant shall be
made as of the date the Participant commences or recommences participation in
the Plan and shall apply to his or her Annual Deferral Amount, unless changed in
accordance with the next sentence. The Participant may make changes to such
investment elections at such times and in such manner as the Committee may
permit, and such elections shall apply to his or her Annual Deferral Amount from
and after the effective date of such election. Any investment election timely
and properly made pursuant to this Section 3.5(a) with respect to a
Participant's Annual Deferral Amount shall remain in effect until changed by the
Participant. The Committee shall have complete discretion to adopt and revise
procedures to be followed in making investment elections.

         (b) Investment of Existing Account Balances. A Participant, in
connection with his or her initial deferral election in accordance with Section
3.2 above, shall elect, in such form and manner as the Committee may direct or
permit, the percentage of his or her existing Deferral Account that will be
deemed invested in each Measurement Fund(s). The Participant may make changes to
such investment elections at such times and in such manner as the Committee may
permit, and such elections shall apply to his or her Deferral Account from after
the effective date of such election. Any investment election timely and properly
made pursuant to this Section 3.5(b) with respect to a Participant's Deferral
Account shall remain in effect until changed by the Participant. The Committee
shall have complete discretion to adopt and revise procedures to be followed in
making investment elections.

         (c) Proportionate Allocation. In making any election described in
Section 3.5(a) and (b) above, the Participant shall specify, in any whole
percentage, the percentage of his or her Annual Deferral Amount and/or Deferral
Account to be allocated to a Measurement Fund (as if the Participant was making
an investment in that Measurement Fund with that portion of his or her Annual
Deferral Amount or Deferral Account, as the case may be). Such election shall be
made in such form and manner as the Committee shall direct or permit.



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<PAGE>

         (d) Measurement Funds. A Participant may elect one or more of the
measurement funds selected by the Committee (the "Measurement Funds") for the
purpose of crediting additional amounts to his or her Deferral Account. The
Committee may, in its sole discretion, discontinue, substitute or add a
Measurement Fund on a prospective basis at any time and in any manner it deems
appropriate.

         (e) Crediting or Debiting Method. The performance of each Measurement
Fund (either positive or negative) will be determined by the Committee, in its
reasonable discretion, based on the performance of the Measurement Funds
themselves. A Participant's Deferral Account shall be credited or debited on a
daily basis based on the performance of each Measurement Fund selected by the
Participant, as determined by the Committee in its sole discretion, as though
(i) a Participant's Deferral Account was invested in the Measurement Fund(s)
selected by the Participant, in the percentages applicable as of the close of
business on such date and at the closing price on such date; (ii) the portion of
the Annual Deferral Amount that was actually deferred was invested in the
Measurement Fund(s) selected by the Participant, in the percentages applicable
as of the close of business on the business day on which such amounts are
actually deferred from the Participant's Base Annual Salary, Annual Bonus,
and/or Special Incentive Award, as the case may be, through reductions in his or
her payroll, at the closing price on such date; and (iii) any distribution made
to a Participant that decreases such Participant's Deferral Account ceased being
invested in the Measurement Fund(s), in the percentages applicable, as of the
business day prior to the distribution, at the closing price on such date.

         (f) No Actual Investment. Notwithstanding any other provision of the
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant's election of any such
Measurement Fund, the allocation of his or her Annual Deferral Amount and/or
Deferral Account thereto, the calculation of additional amounts and the
crediting or debiting of such amounts to a Participant's Deferral Account shall
not be considered or construed in any manner as an actual investment of, or as a
requirement or direction to actually invest, his or her Annual Deferral Amount
or Deferral Account in any such Measurement Fund. In the event that the Company
or the trustee of the Trust, in its own discretion, decides to invest funds in
any or all of the Measurement Funds, no Participant shall have any rights in or
to such investments themselves. Without limiting the foregoing, a Participant's
Deferral Account shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Company or the Trust.
The Participant shall at all times remain an unsecured creditor of the Company.

         3.6 FICA, Other Taxes and Deductions. For each Plan Year in which a
deferral election is in effect with respect to a Participant, the Participant's
Employer(s) shall withhold from that portion of the Participant's Base Annual
Salary, Annual Bonus, and/or Special Incentive Award, as the case may be, that
is not being deferred, in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes on such Annual Deferral
Amount, as well as the Participant's share of the cost of any employee benefits
or other items which would otherwise be deducted from the Participant's pay in
the absence of such deferral. If necessary, the Committee may reduce the Annual
Deferral Amount in order to comply with this Section 3.6.


                                    ARTICLE 4
   Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election

         4.1 Short-Term Payout.

         (a) In connection with each deferral election, a Participant may elect
to receive an in-service distribution (a "Short-Term Payout") on a future date
in a lump sum or pursuant to an Annual Installment Method of up to 4 years. The
Short-Term Payout shall be an amount that is equal to the Annual Deferral Amount
plus amounts credited or debited in the manner provided in Section 3.5 above on
such Annual Deferral Amount, determined at the time that the Short-Term Payout
becomes payable. Subject to the other terms and conditions of the Plan, each
Short-Term Payout elected shall be paid, or shall commence to be paid, on
January 31st (or the next succeeding date on which the performance of the
Measurement Funds can


                                      -6-
<PAGE>

be measured) of any Plan Year designated by the Participant that is at least 12
months after the first day of the Plan Year in which the Annual Deferral Amount
is actually deferred.

         (b) Notwithstanding anything to the contrary contained in Section
4.1(a) or this Plan, a Participant may elect to change or revoke his or her
election to receive a future Short-Term Payout from the Plan by making a new
election, in such form and manner as the Committee shall direct or permit, at
least 12 months prior to the first day of the Plan Year in which such Short-Term
Payout would have otherwise been paid. Each Participant shall be limited to a
maximum of one change of any Short-Term Payout pursuant to this Section 4.1(b).

         4.2 Other Benefits Take Precedence Over Short-Term Payout. Should an
event occur that triggers a distribution to a Participant under Article 5, 6, or
7, any Annual Deferral Amount, plus amounts credited or debited thereon, that is
subject to a Short-Term Payout election under Section 4.1 shall not be paid in
accordance with Section 4.1 but instead shall be paid in accordance with the
other applicable Article.

         4.3 Suspensions for Unforeseeable Financial Emergencies; Payout. If the
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to (i) suspend any deferral elections made by a
Participant and/or (ii) receive a partial or full payout from the Plan. The
payout shall not exceed the lesser of the Participant's Deferral Account,
calculated on the date of payment, or the amount reasonably needed to satisfy
the Unforeseeable Financial Emergency. If, subject to the sole discretion of the
Committee, the petition for a suspension and/or payout is approved, suspension
shall take effect upon the date of approval and any payout shall be paid, or
shall commence to be paid, as of the 20th business day following the date of
approval. The suspension of deferral elections shall continue for such period as
requested by the Participant and approved by the Committee. After such period is
over, the Participant shall again be eligible to make deferral elections in
accordance with Article 3.

         4.4 Withdrawal Election. A Participant (or, after a Participant's
death, his or her Beneficiary) may elect, at any time, to withdraw 25% or more
of his or her Deferral Account, calculated as of the date of the election, less
a withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the "Withdrawal Amount"); provided that the Withdrawal Amount
shall not exceed the Participant's Deferral Account, calculated on the date of
payment. This election can be made at any time, before or after Retirement,
death, or Termination of Employment, and regardless of whether the Participant
(or his or her Beneficiary) is in the process of being paid pursuant to an
installment payment schedule. The Participant (or his or her Beneficiary) shall
make this election by giving the Committee advance notice of the election on
such form and in such manner as determined by the Committee in its sole
discretion. The Participant (or his or her Beneficiary) shall be paid, or shall
commence to be paid, the Withdrawal Amount as of the 20th business day following
the date he or she submitted his or her election in accordance with the
Committee's procedures. Once the Withdrawal Amount is paid, the Participant
shall not be eligible to participate in the Plan for the remainder of the Plan
Year in which such distribution is made and for the next following Plan Year,
and such Participant's current deferral election, if any, shall be automatically
revoked. Further, neither the Participant (or, in the case of the Participant's
death, his or her Beneficiary) shall be permitted to elect any additional
withdrawals under this Section 4.4 unless and until the Participant is again
eligible to defer in accordance with Article 3.


                                    ARTICLE 5
                               Retirement Benefit

         5.1 Retirement Benefit. A Participant who Retires shall receive an
amount equal to his or her Deferral Account, determined as of the date such
amount becomes payable (rather than the date on which the Participant Retires)
(the "Retirement Benefit").

         5.2 Payment of Retirement Benefit. A Participant, in connection with
his or her commencement of participation in the Plan, shall elect to receive the
Retirement Benefit in a lump sum or


                                      -7-
<PAGE>

pursuant to an Annual Installment Method of 5, 10, or 15 years. The Participant
may annually change his or her election by making a new election in the form and
manner specified by the Committee, provided that any such election shall be made
at least 12 months prior to the Participant's Retirement. If the Participant has
elected to receive the Retirement Benefit pursuant to the Annual Installment
Method, such installment payments shall include any amounts credited or debited
to his or her Deferral Account in the manner provided in Section 3.5 above. The
election most recently accepted by the Committee shall govern the payout of the
Retirement Benefit. If a Participant does not make any election with respect to
the payment of the Retirement Benefit, then such benefit shall be payable in a
lump sum. The lump sum payment shall be made or installment payments shall
commence, as the case may be, as of the 20th business day following the date on
which the Participant Retires.

         5.3 Death Prior to Completion of Retirement Benefit. If a Participant
dies after Retirement but before the Retirement Benefit is paid in full, the
Participant's unpaid Retirement Benefit payments shall continue and shall be
paid to the Participant's Beneficiary (i) over the remaining number of years and
in the same amounts as that benefit would have been paid to the Participant had
the Participant survived, or (ii) in a lump sum, if requested by the Beneficiary
and permitted in the sole discretion of the Committee


                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit

         6.1 Pre-Retirement Survivor Benefit. If a Participant dies before he or
she Retires or experiences a Termination of Employment, the Participant's
Beneficiary shall receive an amount equal to the Participant's Deferral Account,
determined as of the date such amount becomes payable (rather than the date of
the Participant's death) (the "Pre-Retirement Survivor Benefit").

         6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in
connection with his or her commencement of participation in the Plan, shall
elect to have the Pre-Retirement Survivor Benefit paid to his or her Beneficiary
in a lump sum or pursuant to an Annual Installment Method of 5, 10, or 15 years.
The Participant may annually change this election by making a new election in
the form and manner specified by the Committee. If the Participant has elected
to receive the Pre-Retirement Survivor Benefit pursuant to the Annual
Installment Method, such installment payments shall include any amounts credited
or debited to his or her Deferral Account in the manner provided in Section 3.5
above. The election most recently accepted by the Committee prior to the
Participant's death shall govern the payout of the Participant's Pre-Retirement
Survivor Benefit. If a Participant does not make any election with respect to
the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be
paid in a lump sum or pursuant to an Annual Installment Method of not more than
5 years, as the Committee in its sole discretion shall determine. The lump sum
payment shall be made or installment payments shall commence, as the case may
be, as of the 20th business day following the date on which the Committee is
provided with proof that is satisfactory to the Committee, in its sole
discretion, of the Participant's death.


                                    ARTICLE 7
                               Termination Benefit

         7.1 Termination Benefit. If a Participant experiences a Termination of
Employment prior to his or her Retirement or death, the Participant shall
receive an amount equal to his or her Deferral Account, determined as of the
date such amount becomes payable (rather than the date of the Participant's
Termination of Employment) (the "Termination Benefit").

         7.2 Payment of Termination Benefit. If the Participant's Deferral
Account is less than $250,000, payment of his or her Termination Benefit shall
be made in a lump sum. If his or her Deferral Account is equal to or greater
than $250,000, the Termination Benefit shall be paid pursuant to the Annual
Installment Method over a period of 5 years, unless the Participant specifically
and affirmatively requests,


                                      -8-
<PAGE>

and the Committee in its sole discretion approves, payment in the form of a lump
sum. If the Termination Benefit is to be paid pursuant to the Annual Installment
Method, such installment payments shall include any amounts credited or debited
to the Participant's Deferral Account in the manner provided in Section 3.5
above. The lump sum payment shall be made or installment payments shall
commence, as the case may be, as of the 20th business day following the date of
the Participant's Termination of Employment.


                                   ARTICLE 8
                             Beneficiary Designation

         8.1 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 upon his or her death. The
Beneficiary designated under the Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.

         8.2 Beneficiary Designation; Change; Spousal Consent. A Participant
shall designate his or her Beneficiary in the form and manner specified by the
Committee. A Participant shall have the right to change his or her a Beneficiary
by complying with the terms of the Committee's rules and procedures, as in
effect from time to time. If a married Participant names someone other than his
or her spouse as a Beneficiary, a spousal consent, in the form designated by the
Committee, must be signed by that Participant's spouse and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary
designation, all Beneficiary designations previously made shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary designation made by
the Participant and accepted by the Committee prior to his or her death.

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

         8.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 8.1 and 8.2 above, or if all designated
Beneficiaries predecease the Participant or die prior to complete distribution
of the Participant's benefits under the Plan, 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 executor or personal
representative of the Participant's estate.

         8.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to the Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant's
Employer to withhold such payments until this matter is resolved to the
Committee's satisfaction.

         8.6 Discharge of Obligations. The payment of benefits under the Plan to
a Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under the Plan with respect to the
Participant, and that Participant's rights under the Plan shall terminate upon
such full payment of benefits.





                                      -9-
<PAGE>

                                    ARTICLE 9
                                Leave of Absence

         9.1 Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with Section 3.3.

         9.2 Unpaid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant shall continue to be considered
employed by the Employer, but the Participant's deferrals shall cease until the
earlier of the date the leave of absence expires or the Participant returns to 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.


                                   ARTICLE 10
                     Termination, Amendment or Modification

         10.1 Termination. Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time in
the future. Accordingly, the Company reserves the right to terminate the Plan at
any time by action of the Board. Upon the termination of the Plan, the
participation in the Plan by affected Participants shall terminate and their
Deferral Accounts, determined as if they had experienced a Termination of
Employment on the date of Plan termination or, if Plan termination occurs after
the date upon which a Participant was eligible to Retire, then with respect to
that Participant as if he or she had Retired on the date of Plan termination,
shall be paid to the Participants as follows: Prior to a Change in Control, an
Employer shall have the right, in its sole discretion, and notwithstanding any
elections made by the Participant, to pay such benefits in a lump sum or
pursuant to an Annual Installment Method of up to 15 years, with amounts
credited and debited during the installment period as provided in Section 3.5.
After a Change in Control, the Employer shall be required to pay such benefits
in a lump sum. The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of any
benefits under the Plan as of the date of termination; provided, however, that
the Employer shall have the right to accelerate installment payments without a
premium or prepayment penalty by paying the Deferral Account in a lump sum or
pursuant to an Annual Installment Method using fewer years (provided that the
present value of all payments that will have been received by a Participant at
any given point of time under the different payment schedule shall equal or
exceed the present value of all payments that would have been received at that
point in time under the original payment schedule).

         10.2 Amendment. The Company may, at any time, amend or modify the Plan
in whole or in part; provided, however, that no amendment or modification shall,
without the consent of each Participant affected thereby, (i) modify the
obligation of an Employer to pay benefits under the Plan in a lump sum upon the
termination of the Plan following a Change in Control, (ii) decrease or restrict
the value of a Participant's Deferral Account in existence at the time the
amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the
amendment or modification or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, the Participant had
Retired as of the effective date of the amendment or modification, or (iii)
modify this Section 10.2. 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 Employer shall have the right to accelerate
installment payments by paying the Deferral Account in a lump sum or pursuant to
an Annual Installment Method using fewer years (provided that the present value
of all payments that will have been received by a Participant at any given point
of time under the different payment schedule shall equal or exceed the present
value of all payments that would have been received at that point in time under
the original payment schedule).


                                      -10-
<PAGE>

         10.3 Effect of Payment. The full payment of the applicable benefit
under Articles 4, 5, 6, or 7 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under the
Plan and the Participant's rights under the Plan shall terminate.


                                   ARTICLE 11
                                 Administration

         11.1 Committee Duties. The Plan shall be administered by a Committee
which shall consist of the Board, or such committee as the Board shall appoint.
Members of the Committee may be Participants under the Plan. The Committee shall
also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the Plan
and (ii) decide or resolve any and all questions, including interpretations of
the 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.

         11.2 Agents. In the administration of the 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 any Employer.

         11.3 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.

         11.4 Indemnity of Committee. All Employers shall indemnify and hold
harmless the members of the Committee and any Employee 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 the Plan, except in the case of willful misconduct by the Committee or any of
its members or any such Employee.

         11.5 Employer Information. To enable the Committee to perform its
functions, the Company and each Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, death, or
Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.


                                   ARTICLE 12
                          Other Benefits and Agreements

         12.1 Coordination with Other Benefits. The benefits provided for a
Participant and 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 Participant's Employer. The Plan shall supplement and shall not
supersede, modify, or amend any other such plan or program except as may
otherwise be expressly provided.


                                      -11-
<PAGE>



                                   ARTICLE 13
                                Claims Procedures

         13.1 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.

         13.2 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, and such notice
             must set forth in a manner calculated to be understood by the
             Claimant:

             (i)   the specific reason(s) for the denial of the claim, or any
                   part of it;

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

             (iii) 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

             (iv)  an explanation of the claim review procedure set forth in
                   Section 13.3 below.

         13.3 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, 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.

         13.4 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.



                                      -12-
<PAGE>

         13.5 Legal Action. A Claimant's compliance with the foregoing
provisions of this Article 13 is a mandatory prerequisite to a Claimant's right
to commence any legal action with respect to any claim for benefits under the
Plan.


                                   ARTICLE 14
                                      Trust

         14.1 Establishment of the Trust. The Company shall establish the Trust,
and each Employer may transfer over to the Trust such assets as the Employer
determines, in its sole discretion, are necessary to provide, on a present value
basis, for its respective future liabilities created with respect to the Annual
Deferral Amounts.

         14.2 Interrelationship of the Plan and the Trust. The provisions of the
Plan and the Plan Agreement 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 Employers, Participants, and the creditors of the Employers to the
assets transferred to the Trust. Each Employer shall at all times remain liable
to carry out its obligations under the Plan.

         14.3 Distributions From the Trust. Each Employer's obligations under
the Plan may be satisfied with Trust assets distributed pursuant to the terms of
the Trust, and any such distribution shall reduce the Employer's obligations
under the Plan.

                                   ARTICLE 15
                                  Miscellaneous

         15.1 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.

         15.2 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 an Employer. For purposes of
the payment of benefits under the Plan, any and all of an Employer's assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer's obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.

         15.3 Employer's Liability. This Plan supersedes and shall be in lieu of
all prior plans, arrangements, or understandings regarding the benefits provided
by the Plan, whether written or oral.

         15.4 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,
except as otherwise provided in Section 15.15.

         15.5 Not a Contract of Employment. The terms and conditions of the Plan
shall not be deemed to constitute a contract of employment between any Employer
and a 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, except as otherwise
expressly


                                      -13-
<PAGE>

provided in a written employment agreement. Nothing in the Plan shall
be deemed to give a Participant the right to be retained in the service of any
Employer as an Employee or to interfere with the right of any Employer to
discipline or discharge the Participant at any time.

         15.6 Furnishing Information. A Participant or his or her Beneficiary
shall 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.

         15.7 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.

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

         15.9 Governing Law. The provisions of the Plan shall be construed and
interpreted according to the internal laws of the State of Connecticut without
regard to its conflicts of laws principles.

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

                  Applera Corporation
                  301 Merritt 7
                  Norwalk, CT  06851-1070
                  Attn:  Vice President - Human Resources

         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 the Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant.

         15.11 Successors. The provisions of the Plan shall bind and inure to
the benefit of the Participant's Employer and its successors and assigns and the
Participant and the Participant's designated Beneficiaries.

         15.12 Spouse's Interest. The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and, except as otherwise provided in Section 15.15,
shall not be transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under the laws of
intestate succession.

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

         15.14 Incompetency. If the Committee determines in its discretion that
a benefit under the Plan is to be paid to a minor, a person declared
incompetent, or to a person 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


                                      -14-
<PAGE>

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.

         15.15 Court Order. The Committee is authorized to make any payments
directed by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse or
former spouse of a Participant has an interest in the Participant's benefits
under the Plan in connection with a property settlement or otherwise, the
Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse's or former
spouse's interest in the Participant's benefits under the Plan to that spouse or
former spouse.

         15.16 Distribution in the Event of Taxation. If, for any reason, all or
any portion of a Participant's benefits under the Plan becomes taxable to the
Participant prior to receipt, a Participant may petition the Committee for a
distribution of that portion of his or her benefit that has become taxable. Upon
the approval of such a petition, which approval shall not be unreasonably
withheld (and, after a Change in Control, shall be automatically given), a
Participant's Employer 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 Account under the Plan).
If the Participant's petition is approved, the tax liability distribution shall
be made within 90 days of such approval.

         15.17 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, may, in their sole discretion, apply for and procure
insurance on the life of a Participant, in such amounts and in such forms as the
Employer may choose. The Employers or the trustee of the Trust, as the case may
be, shall be the sole owner and beneficiary of any such insurance. The
Participant shall have no interest whatsoever in any such policy or policies,
and at the request of the Employers shall submit to medical examinations and
supply such information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for insurance.

         15.18 Legal Fees To Enforce Rights After Change in Control. The Company
and each Employer is aware that upon the occurrence of a Change in Control, the
Board or the board of directors of a Participant's Employer (which might then be
composed of new members) or a shareholder of the Company or the Participant's
Employer, or of any successor corporation might then cause or attempt to cause
the Company, the Participant's Employer, or such successor to refuse to comply
with its obligations under the Plan and might cause or attempt to cause the
Company or the Participant's Employer to institute, or may institute, litigation
seeking to deny Participants the benefits intended under the Plan. In these
circumstances, the purpose of the Plan could be frustrated. Accordingly, if,
following a Change in Control, it should appear to any Participant that the
Company, the Participant's Employer, or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, such Employer, or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish, or to recover from any Participant the
benefits intended to be provided, then the Company and the Participant's
Employer irrevocably authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Participant's Employer (who shall
be jointly and severally liable) to represent such Participant in connection
with the initiation or defense of any litigation or other legal action, whether
by or against the Company, the Participant's Employer or any director, officer,
shareholder, or other person affiliated with the Company, the Participant's
Employer or any successor thereto in any jurisdiction.

         15.19 Action by an Employer. Any action required or permitted of an
Employer under the Plan shall be by resolution of its board of directors or a
duly authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.

         15.20 Tax Withholding. The Participant's Employer(s) or the trustee of
the Trust shall withhold, in such manner as determined by the Employer or the
trustee (as the case may be) in its sole discretion, from any payments made to a
Participant under the Plan such amount or amounts as may be required to comply
with all federal, state, and local income, employment, and other withholding
obligations.



                                      -15-
<PAGE>

         15.21 Effect on Other Employee Benefit Plans. Any benefit paid or
payable under this Plan shall not be included in a Participant's compensation
for purposes of computing benefits under any employee benefit plan maintained or
contributed to by an Employer except as may otherwise be required under the
terms of such employee benefit plan.
















                                      -16-