**Exhibit10.5**

 

**APPLERACORPORATION**

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

**Effective as of December 31, 2005**

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**TABLE          OF CONTENTS**

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**ARTICLE1.   INTRODUCTION**

**1.1     Establishment        of Plan**

Applera        Corporation (the “Company”) establishes the Applera Corporation Supplemental Executive Retirement Plan (the “Plan”),        effective as of  December 31, 2005. 

**1.2     Purposeof the Plan**

The      purpose of this Plan is to provide supplemental retirement benefits for      a select group of management or highly compensated employees of the Company.      Payments under the Plan will be made from the general assets of the Company      or from the assets of a Trust, if any, established as part of the Plan.      It is intended that the Plan remain at all times a nonqualified plan and      that the Trust, if any, willconstitute a grantor trust under Sections 671 through 679 of the Code. Until      paid, any and all assets of any vehicle used for payment of benefits under      this Plan will remain owned by the Company, subject to the claims of its      general creditors in theevent of the Company’s insolvency.

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**ARTICLE2.   DEFINITIONS**

**2.1     Definitions**

Whenever used in this Plan, the following words and phrases will have the meanings set forth below unless a different meaning is expressly provided or plainlyrequired by the context: 

(a)    “Accrued  Benefit” means the amount payable to a Participant as a single life annuity  at Normal Retirement Age pursuant to Section 4.1 of the Plan. 

(b)     “Actuarial Equivalent” means    a benefit having the same value as the benefit for which it is substituted. For    purposes of determining the Actuarial Equivalent of any benefit as provided for    under this Plan, the following factors will apply: Interest: 6%; and Mortality:    RP2000 Mortality Table. 

(c)     “Beneficiary” means the person or entitydesignated by a Participant or Former Participant pursuant to Section 5.7 to receive any death benefit payable under this Plan. If no Beneficiary is properly designated at the time of the Participant’s or Former Participant’s death, or ifno person so designated will survive the Participant or Former Participant, the Beneficiary will be the surviving spouse, or if there is no surviving spouse, the Participant’s or Former Participant’sestate.

(d)     “BenefitService” means the service described in Section 3.4.

(e)     “Board” meansthe Board of Directors of the Company.

(f)     “Cause” meanstermination of employment upon:

(1)     ****the      willful and continued failure by the Participant to perform substantiallyhis duties withan Employer (otherthan any such failure resulting from the Participant’s incapacity due tophysical or mental illness) after a demand for a substantial performance is deliveredto the Participant by the Board which specifically identifies the manner in whichthe Board believes that the Participant has not substantially performed his duties;or 

(2)    the willful engaging by the Participant in illegal conduct which is materially and demonstrably  injurious to an Employer. 

(g)     “Change in Control” means the occurrenceof 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 thedate hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934; provided that, without limitation, such a Change in Control will be deemedto have occurred at such time as: 

(1)     any “person” within the meaning of Section 14(d) of the Securities Exchange Act of 1934 becomes the “beneficial  owner” as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company’s  Common Stock;

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(2)     during      any two-year period, individuals who constitute the Board of Directors      of the Company (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) will be, for purposes of this clause, considered as though  such person were a member of the Incumbent Board; or 

(3)     the    approval by the Company’s stockholders of the sale    of all or substantially all of the stock or assets of the Company. 

(h)     “Code” meansthe Internal Revenue Code of 1986, as amended from time to time.

(i)     “Committee” means      the committee appointed by the Board in accordance with Section 7.1 of  this      Plan.

(j)     “Company” meansApplera Corporation and any successor thereto that agrees to assume the dutiesand obligations of the Company hereunder. 

(k)     “Compensation” meansthe base salary and annual bonuses paid by an Employer to a Participant whilein a position that the Board has designated as covered under the Plan. In applyingthis definition, Compensation will be determined before the application of anysalary reduction under CodeSection 125, 132 and 401(k), and any deferred compensation agreement enteredinto between the Participant and an Employer. Compensation for Plan purposeswill exclude all other forms of compensation, including but not limited to bonusesother than annual bonuses, income derived from stock options, restricted stockawards or other stock-based compensation; commissions; perquisites; expatriatepremiums; special payments; reimbursements and expense allowances; moving expenses;fringe benefits;income attributable to group-term life insurance; unused vacation paid in a lumpsum upon termination of employment; severance; long-term disability payments;and contributions made by an Employer on behalf of the Participant to, and alldistributions from, qualified plans, nonqualified deferred compensation plans,and excess benefit plans. 

(l)     “Disability” meansthe Participant is, by reason of any medically determinable physical or mentalimpairment that can be expected to result in death or can be expected to lastfor a continuous period of not less than 12 months, receiving income replacementbenefits for a period of not lessthan three months under an accident and health plan of an Employer. 

(m)     “Early Retirement Date” meansthe first day of any month on and after a Participant reaches age 55, or completes5 or more years of Vesting Service, if later. 

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(n)     “Employer” means  the Company, its subsidiaries, and any other entity that has adopted this Plan  with the written approval of the Committee (acting in its discretion in a non-fiduciary  capacity on behalf of the Company). 

(o)     “Final Average Compensation” means the  highest average Compensation of a Participant during any sixty (60) consecutive calendar months preceding the determination date. If a Participant has not been employed for a period of at least sixty (60) consecutive calendar months, Final Average  Compensation will be determined taking into account Compensation for a period of up to sixty (60) of the most recent calendar months of a Participant’semployment. 

(p)     “Former  Participant” means either:

(1)     Any      former employee of an Employer who has a vested Accrued Benefit under the  Plan;      or

(2)     Any        current employee of an Employer who was a Participant under the Plan        but who is not a current participant, regardless of whether such individual’sAccrued Benefit is vested or nonvested. 

(q)     “Late Retirement Date” meansthe first day of the month following the termination of employment of a Participantwho continues to work past his Normal Retirement Age. 

(r) **    **“Normal Retirement Age” is  age 65, or the age at which the Participant completes 5 years of Vesting Service,  if later. 

(s)     “Normal Retirement Date” is the first dayof the month on or after the Participant’s Normal Retirement Age. 

(t)     “Participant” meansan employee who becomes a Participant as provided in Article 3.

(u)     “Plan” meansthe Applera Corporation Supplemental Executive Retirement Plan, as establishedby this document and as amended from time to time. 

(v)     “Plan Year” means the Company’sfiscal year, which is the twelve month period beginning each July 1st and ending the following June30th. 

(w)     “Specified Employee” means  a key employee (within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations  thereunder) of the Company at any time during the 12 month period ending on December  31. If an individual is a key employee as of December 31, such person is a Specified  Employee for the 12 month period beginning on the following April 1. 

(x)     “Trust” means a “rabbi” grantortrust under Sections 671 through 679 of the Code which may be established pursuantto this Plan. 

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(y)**     **“Trust      Agreement” means  any agreement entered into between the Company and the Trustee, that establishes  the Trust, if any, to form a part of this Plan and to receive, hold, investand dispose of the Trust Fund. 

(z)**     **“Trust Fund” means  the assets of every kind and description held under any Trust Agreement forminga part of this Plan. 

(aa)**     **“Trustee” meansany person or entity appointed to act as trustee under the Trust, if any.

(bb)**     **“Vesting Service” means      the service described in Section 3.5.

Except when otherwise indicated by the context, any use of any term in the singular or plural will also include the opposite. As used in the Plan, the masculinegender will be deemed to refer to the feminine whenever appropriate. 

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**ARTICLE 3.     PARTICIPATION AND SERVICE**

Participation in the Plan is limited solely to a select group of management or highly compensated employees who have been approved by the Board to be covered underthe Plan. The initial group of individuals eligible for the Plan are identified in Appendix A. No other individuals will be eligible to participate in the Plan without written approval of Board. 

An individual will become a Participant in the Plan as of the date the individual is approved to be covered under the Plan under Section 3.1. 

(a)**     **Participant. An individual who becomes aParticipant will continue to be a Participant until the individual terminates employment with an Employer or until the Board determined that the individual is no longer eligible to be covered under the Plan. 

(b)**     **Former Participant. An individual will continue tobe a Former Participant until payment of his Accrued Benefit begins; his Accrued Benefit is forfeited pursuant to Section 4.5; or he once again becomes a Participant pursuant to Section 3.3(c) . 

(c)**     **Rehire. A Former Participant who resumes employment with an Employer will once again become a  Participant on the later of the date he resumes service for an Employer or the date the Board approves the individual to be covered again under the Plan. 

Benefit      Service will include the Participant’s aggregate periods of employment with an Employer in a position that the Board has determined is eligible forbenefit credit under the Plan (determined in periods of whole months), including periods before the Effective Date of this Plan. The Board has determined that employment in a position on the Company’sExecutive Committee will be credited as Benefit Service, including periods beforethe adoption of the Plan. 

Vesting      Service will include a Participant’s aggregate periods of employment      with an Employer whether or not in a position that the Board has designated      as covered under the Plan (determined in periods of whole months), includingperiods before the Effective Date of this Plan.

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**ARTICLE      4.   AMOUNTOF BENEFITS**

**4.1     Accrued  Benefit**

(a)**     **In  General. A Participant’s Accrued Benefit  under the Plan is the monthly benefit under the Benefit Formula to which a  Participant would be entitled at his Normal Retirement Date, based on his FinalAverage Compensation and Benefit Service as of the date of determination. 

(b)**     **Benefit  Formula. The Plan’s formula used to  determine a Participant’s Accrued Benefit is 50% of Final Average Compensation, multiplied by a fraction. The numerator of the fraction is the lesser of the Participant’sBenefit Service or 15 years, and the denominator is 15. 

(c)**     **Offset  for Special Contractual Benefits. A Participant’s Accrued Benefit will be offset by the Actuarial Equivalent value of any special contractual benefits provided by an Employer. The Committee will determine any special contractual benefits that should offset Accrued Benefits under  the Plan. The Actuarial Equivalent value of any offset will be determined in whatever reasonable manner the Plan’sactuary determines to be appropriate and such determination will be binding. 

(d)**     **Continued Employment After Normal Retirement Age. A Participant who continues to work past his    Normal Retirement Age will have his Accrued Benefit determined based on his Final Average Compensation and Benefit Service at his Late Retirement Date. There will be no actuarial adjustment to reflect payment postponed beyond Normal Retirement Age.

(e)**     **Change  in Control. Upon a Participant’s  termination of employment in connection with a Change in Control, the following special provisions apply, consistent with the Company’sstandard change in control agreement: 

(1)**     **The participant will      be credited with 3 additional years of Benefit Service.

(2)**     **Final Average Compensationwill be calculated on Compensation received in the past twelve months, if greater than the definition of Final Average Compensation under Section 2.1(o) .

(a)**      **InGeneral. If a Former Participant once again becomes a Participant in accordancewith the provisions of Section 3.3, then such Participant’s Accrued Benefitwill reflect changes in Benefit Service and Final Average Compensation as furtherspecified in Sections 2.1(o) and 3.4. 

(b) **    **No Benefit Payments During Reemployment. Asspecified in Section 5.10, if a rehired individual had begun receiving payments under Article 5, such payments will be suspended immediately upon his reemployment in a position that the Board has designated as covered under the Plan. 

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  (c)**     **Adjustment  For Benefit Payments. If a rehired individual had begun receiving payment under  Article 5, then such Participant’s Accrued Benefit will be adjusted to reflect the Actuarial Equivalent value of these payments. The Actuarial Equivalent amount of this adjustment will be determined  in whatever manner the Plan’s actuary determines to be reasonable andsuch determination will be binding. 

Where      a Participant’s Accrued Benefit is subject to a domestic relations      order described in Section 9.8, the Accrued Benefit otherwise payable to      such Participant (or his Beneficiary) will be reduced by the ActuarialEquivalent of any amounts paid or payable pursuant to such order. 

(a)**     **In General. Subject to the forfeiture provisions of Section 4.5, each Participant will be fully vested in his Accrued Benefit upon the completion five (5) years of Vesting Service. Prior to the completion of five (5) years of Vesting Service, a Participant will not have any vested interest in hisAccrued Benefit. 

(b)**     **FullVesting Due to Special Events. Notwithstandingthe foregoing, a Participant’s Accrued Benefit will be fully vested if anyof the following events occur while the Participant is employed by an Employer: 

(1)     theParticipant dies;

(2)**     **theParticipant is determined to have a Disability;

(3)**     **there  is a Change in Control; or

(4) **    **TheParticipant’s employment is terminated without Cause.

Notwithstanding any other provision of this Plan to the contrary, each Participant will forfeit his entire Accrued Benefit under the following circumstances:

(a)**     **Termination for Cause. Cause will be  determined by the Committee in its sole discretion using the definition set forth in Section 2.1(f) . 

(b)**     **Dutyof Loyalty. Each Participant has an ongoing responsibility to fulfill the followingduties of loyalty: giving the Company reasonable notice of retirement intentand facilitating transition of responsibilities; providing reasonable assistanceto the Company duringretirement; and not acting contrary to the Company’s best interests (including adherence to the Company’s non-compete restrictions). Adherence to the Plan’sDuty of Loyalty condition will be determined by the Committee in its solediscretion. 

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**ARTICLE 5.   PAYMENT OF BENEFITS; DISABILITY AND DEATH BENEFITS**

**5.1     Automatic Form of Benefit Payment**

Unless a Participant or Former Participant elects the optional form of payment set forth in Section 5.2 in the manner and at the time prescribed in Section 5.5, theautomatic form of benefit payment under the Plan will be a single life annuity payable for the life of the Participant. 

(a)**     **In    General. A Participant or Former Participant may elect in accordance with    Section 5.5 to receive his Accrued Benefit in the form of a Contingent 50%    Annuitant Option or a Contingent 100% Annuitant Option, either of which will    be the Actuarial Equivalent of the automatic form of payment provided in  Section 5.1. 

(b)**     **Definition    of Contingent 50% Annuitant Option. An annuity payable as of the first day    of each month to the Participant or Former Participant, for life, with a    continuing annuity to the Beneficiary if the Beneficiary survives the Participant    or Former Participant, in an amount which is 50 percent of the monthly annuity    payable to the Participant or Former Participant, beginning with the first    day of the month following the Participant’s or Former Participant’s    death and continuing for the Beneficiary’slifetime. 

(c)**     **Definition    of Contingent 100% Annuitant Option. An annuity payable as of the first day    of each month to the Participant or Former Participant, for life, with a    continuing annuity to the Beneficiary if the Beneficiary survives the Participant    or Former Participant, in an amount which is 100 percent of the monthly annuity    payable to the Participant or Former Participant, beginning with the first    day of the month following the Participant’s or Former Participant’s    death and continuing for the Beneficiary’slifetime. 

Unless      a Participant or Former Participant elects an optional time of benefit      payment as set forth in Section 5.4 in the manner and at the time prescribed      in Section 5.5, the automatic time of benefit payment under the Plan will      be the Participant’s Normal Retirement Date or the first day of the month following the Participant’s      actual termination of employment, if later. Notwithstanding the foregoing,      if a Participant or Former Participant is a Specified Employee, payment      will not be made before the date that is six months after the date suchParticipant or Former Participant terminates employment. 

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**5.4     Optional        Time of BenefitPayment**

(a)**     **In      General. A Participant who terminates employment before Normal Retirement      Age may elect in accordance with Section 5.5 to receive payments as of      the first day of any month on and after the later of his Early Retirement      Date or his actual termination of employment. 

(b) **    **Reduction      For Early Commencement. The AccruedBenefit will be reduced 1⁄4 of 1% for each month by which the payment precedeshis Normal Retirement Date. 

(c) **    **Notwithstanding      the foregoing, if a Participant or Former Participant is a Specified Employee,      payment will not be made before the date that is six months after the date      such Participant or Former Participant terminates employment. 

**5.5     Manner  and Time of Elections**

The      election of an optional form or time of benefit payment will be made on      such forms and in such manner as the Company prescribes. A Participant’s initialelection under this Section 5.5 must be made within 30 days of the Participant’sinitial eligibility under the Plan and, if no such election is made, the Participantwill be deemed to have made an election to receive his Accrued Benefit pursuantto the automatic form and time for benefit payment. Any subsequent changes tothis initial election (or deemed election) must be made pursuant to the restrictionsof Code Section 409A and the regulations thereunder, at such time and in suchmanner as the Committee prescribes. 

**5.6   Disability          Benefit**

If      a Participant’s employment is terminated due to Disability, his Accrued      Benefit will be payable commencing with the month in which the Participant      would have attained his earliest retirement age (reduced under Section      5.4 to reflect early commencement) and in the form elected by the Participant(reduced under Section 5.2 to reflect any optional form of payment). 

**5.7   Death          Benefits**

(a)**     **In      the case of a Participant or Former Participant who dies before benefit      paymentshave begun, a death benefit will be paid to the Participant’s or FormerParticipant’sBeneficiary, under the following provisions: 

(1) **    **If      the Participant’s death occurs after the Participant’s Early      Retirement Date, a death benefit will be payable to the Participant’s      Beneficiary commencing with the month following the month of the Participant’s      death and continuing for the then remaining lifetime of the Beneficiary      in an amount equal to 100% of the amount that would have been payable to      the Participant if benefit payments had commenced as of the first day of      the month following the Participant’s death (reduced under Section      5.4 to reflect early commencement) in the form of a Contingent 100% Annuitant  Option (reduced under Section 5.2 to reflect the optional form of payment). 

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(2) **    **If    theParticipant’s death occurs on or before the Participant’s Early RetirementDate, the death benefit will be payable to the Participant’s Beneficiarycommencing with the month the Participant would have attained his Early RetirementDate had the Participant survived, and continuing for the then remaining lifetimeof the Beneficiary in an amount equal to 100% of the amount that would have beenpayable to the Participant if he had terminated employment on the date of hisdeath (or termination date, if earlier), survived to his Early Retirement Date,retired and had benefit payments commence (reduced under Section 5.4 to reflectearly commencement) in the form of a Contingent 100% Annuitant Option (reducedunder Section 5.2 to reflect the optional form of payment) and died on the dayafter the date the Participant attained his Early Retirement Date. 

(b)**     **In    the case of a Participant who dies after benefit payments have begun, any    death benefits will be paid only in the event the Participant elected a Contingent    50% Annuitant Option or a Contingent 100% Annuitant Option, and only if the  Participant’s Beneficiary survives the Participant.

(c)**     **In      no other case will any amount be paid to a Participant’s or Former      Participant’s Beneficiary. 

**5.8   Beneficiary          Designation**

A Participant or Former Participant may designate a person or other entity as the Beneficiary to receive any death benefit payable under the Plan. Each Beneficiarydesignation will be in the form prescribed by the Company, will be effective only when properly filed in writing with the Company before the earlier of the Participant’s or Former Participant’s death or the time payment commences, and willrevoke all prior designations by the Participant or Former Participant. A Participant or Former Participant may not change his Beneficiary designation once payment has commenced under the Plan. 

**5.9   Erroneous          Payments**

In the event that a Participant or a Beneficiary receives a distribution under this Plan in excess of the amount, if any, to which he or she is entitled, by reasonof a calculation error or otherwise, the Company may, in its sole discretion, adjust future benefit payments to the Participant or the Beneficiary to the extent necessary to recoup the amount which the Participant or the Beneficiary received whichwas in excess of the amount to which he or she was entitled under the terms of the Plan. If the Company determines, in its sole discretion, that it is not feasible or desirable to adjust future benefit payments to a Participant or a Beneficiary, theCompany may require the Participant or the Beneficiary to repay to the Plan the amount which is in excess of the amount to which the Participant or the Beneficiary is entitled under the terms of the Plan. All amounts received by a Participant or aBeneficiary under the Plan will be deemed to be paid subject to this condition. 

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**5.10   Rehire**

In      the event that an individual who is currently receiving payments under      the Plan is rehired by an Employer in a position that the Board has designated      as covered under the Plan, then any payments being made under this Article      5 will be suspended immediately. Payment will recommence according to this      Article 5 upon the Participant’s subsequent termination of employment,      adjusted as provided in Section4.2. 

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**ARTICLE 6.   SOURCEOF PAYMENTS**

**6.1   Company          Obligations and Source of Payments**

All benefits payable under the Plan will be paid as they become due and payable by the Company out of its general assets. Nothing contained in this Plan will bedeemed to create a trust of any kind for Participants, Former Participants or their Beneficiaries or create a fiduciary relationship between the Company and the Participants, Former Participants or their Beneficiaries. To the extent that any personacquires a right to receive benefits under the Plan, such rights will be no greater than the right of any unsecured general creditors of the Company. 

**6.2   “Rabbi” Trust**

Notwithstanding      Section 6.1, to fund the benefits provided under the Plan, the Company      may, in its sole discretion, execute a Trust Agreement with a Trustee or      Trustees, or enter into one or more contracts with an insurance company      or companies, or adopt a combination of both methods of funding. The Company      will determine the form and terms of any such Trust Agreement or insurance      contract, and may, in itssole discretion, modify such instruments from time to time or remove or replace      any Trustee or insurance company. Any such Trust so established will be      a “rabbi” grantor trust under Sections 671 through 679 of theCode. 

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**ARTICLE7.   ADMINISTRATION**

**7.1   Committee**

(a)**     **General.      The Committee, subject to those powers which the Board has reserved as      described in Article 8 below, will have general authority over, and responsibility      for, the administration and interpretation of the Plan. The Committee will      have full power, authority and discretion to interpret and construe the      Plan, to make all determinations considered necessary or advisable for      the administration of the Plan and the Trust, if any, the calculation of      the amount of benefits payable under the Plan, and to review claims for      benefitsunder thePlan. The Committee’s interpretations and constructions of the Plan andits decisions or actions thereunder will be binding and conclusive on all personsfor all purposes. 

(b) **    **Composition.      The Committee will consist of at least three individuals, each of whom      will be appointed by the Board. Any Committee member may resign by delivering      his or her written resignation to the Committee no later than 15 days before      the effective date of the resignation. The Board may remove any member      of the Committee at any time and for any reason with or without advance      written notice. Vacancies in the Committee arising by resignation, death,      removal or otherwise will be filled by the Board. 

(c) **    **Committee      Procedures. The Committee will elect or designate one of its own members      as Chair, establish its own procedures and the time and place for its meetings      and provide for the keeping of minutes of all meetings. A majority of the      members of the Committee will constitute a quorum for the transaction of      business by the Committee. Any action of the Committee may be taken upon      the affirmative vote of a majority of the members at a meeting or, at the      direction of its Chair, without a meeting by mail or telephone, provided      that all of the Committee members are informed in writing of the matter      to be voted upon. The Committee may establish procedures pursuant to which      a Committee member may elect not to participate in a Committee proceeding      in which such member has an interest. No Committee member will be entitled      to act on or decide any matters relating solely to such Committee member      as a Participant or any of his or her rights or benefits under the Plan. 

(d)**     **Expenses.      All expenses incurred by the Committee in its administration of the Plan      will be paid by the Company. The Committee members will not receive any      special compensation for serving in such capacity but will be reimbursed      for any reasonable expenses actually incurred in connection therewith.      No bond or other security is required of the Committee or any member thereof      in any jurisdiction. 

(e) **    **Liability;      Indemnification. No Committee member will be personally liable by reason      of any instrument executed by such Committee member, or action taken by      the member in his or her capacity as a Committee member, acting in good      faith and exercising reasonable care, nor for any mistake of judgment made      in good faith. Committee members may be entitled to indemnification for      certain costs, expenses and liabilities to the fullest extent permitted      by applicable law and regulations and the charter and bylaws of the Company,      andsubject to the terms and conditions set forth in such bylaws. 

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**7.2     Procedures          for Requesting Benefit Payments; Claims Procedures**

To obtain Plan benefits, a Participant, Former Participant or Beneficiary must file a written application with the Company. Procedures for filing a claim in theevent that Plan benefits are denied in whole or in part are as follows. 

(a)     BenefitsClaims. A Participant, Former Participant or Beneficiary may file a claim withrespect to amounts asserted to be due hereunder by filing a written claim withthe Committee specifying the nature of such claim in detail. The Committee willnotify the claimant within sixty (60) days as towhether the claim is allowed or denied, unless the claimant receives writtennotice from the Committee stating that special circumstances require an extensionof time for a decision on the claim, in which case the period will be extendedby anadditional sixty (60) days. Notice of the Committee’s decision will be in writing, sent by mail to the claimant’s last known address and, if the claim is denied, such notice will state the reasons for the denial, refer to the Planprovisions on which the denial is based, describe any additional material or information necessary for the claimant to perfect the claim, and explain the Plan’sclaim review procedure. 

(b)     Review Procedure. A claimant is entitled to requesta review of any denial of his claim under paragraph (a) above. The request forreview must be submitted to the Committee in writing within sixty (60) days ofreceipt of the notice of denial. Absent a request for review within this sixty(60) day  period, the claim will be extinguished in its entirety. The claimantwill be entitled to submit issues and comments in writing, as well as other writtendocuments, to the Committee. The claimant will also be entitled to receive fromthe Committee,upon request, reasonable access to and copies of all documents, records and otherinformation relating to his claim. The review will be conducted by the Committee,which will render a decision in writing within sixty (60) days of a request fora  review, provided that, if the Committee determines that special circumstancesrequire an extension of time, this period will be extended by an additional sixty(60) days. The review will take account of all comments, documents, records andotherinformation submitted by the claimant relating to the claim, without regard towhether such information was submitted or considered in the initial benefit determinationunder paragraph (a) above. The claimant will receive written notice of the Committee’sreview decision, together with specific reasons for the decision and referenceto thepertinent provisions of the Plan.

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**ARTICLE 8. AMENDMENT      AND TERMINATION**

**8.1     Amendment          of the Plan**

The Company reserves the right to amend the Plan at any time and in any respect whatsoever by action of its Board or by such other means as may be prescribed by theBoard. Retroactive Plan amendments may not decrease the Accrued Benefit of any Participant or Former Participant determined as of the time the amendment is adopted, unless the Participant or Former Participant consents in writing. 

**8.2     Termination          of thePlan**

While it is the intent of the Company to maintain the Plan indefinitely, it reserves the right to terminate the Plan in whole or part by action of the Board (or bysuch other means as may be prescribed by the Board) at any time. 

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**ARTICLE 9. MISCELLANEOUS PROVISIONS**

**9.1     EmploymentRights**

Nothing contained in this Plan or any modification of the Plan or act done in pursuance of this Plan will be construed as giving any Participant or FormerParticipant any legal or equitable right with respect to his or her employment against an Employer (or any director, officer or employee thereof), unless specifically provided in this Plan or under applicable law, or as giving any person a right tobe retained in the employ of an Employer. All employees will remain subject to assignment, reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent as if this Plan had never been established. 

**9.2     No          Examination orAccounting**

Neither this Plan nor any action taken under it will be construed as giving any person the right to an accounting or to examine the books or affairs of the Company,an Employer, the Plan, or the Committee, except to the extent required by law. 

**9.3     RecordsConclusive**

The records of the Company, an Employer and the Committee will be conclusive in respect to all matters involved in the administration of the Plan to the extentpermitted by applicable law. 

**9.4     Severability**

In the event any provision of this Plan will be held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining parts of thisPlan, and it will be construed and enforced as if such illegal or invalid provision had never been included. 

**9.5     Counterparts**

This Plan may be executed in any number of counterparts, each of which will be deemed to be an original. All the counter parts will constitute but one and the sameinstrument and may be sufficiently evidenced by any one counterpart. 

**9.6     Taxes**

The Company and the Employers will withhold, or cause to be withheld, from all benefits payable under the Plan all federal, state, local or other taxes required byapplicable law be withheld with respect to such payment. 

**9.7     Binding          Effect**

The Plan will be binding        upon and inure to the benefit of the Company and its successors and assigns        and the Participants, Former Participants, their Beneficiaries and estates.        The Plan will also be binding upon and inure to the benefit of any successor        organization succeeding to substantially all 

 

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of the assets and business of the Company, but nothing in the Plan will preclude the Company from merging orconsolidating into or with, or transferring all or substantially all of its assets to, another organization which assumes the Plan and all obligations of the Company thereunder. 

In      any agreement or plan which the Company may enter into to effect any merger,      consolidation, reorganization, or transfer of assets, the Company agrees      that itwill make appropriate provision for the preservation of the Participants’ and Former Participants’ benefits accrued under the Plan prior to such merger, consolidation, reorganization or transfer of assets. Upon such a merger,consolidation, reorganization, or transfer of assets and assumption of the Plan obligations of the Company, the term “Company” willrefer to such other organization and the Plan will continue in full force andeffect. 

**9.8     Assignment**

No Participant or Former Participant or Beneficiary will have the right to assign, transfer, hypothecate, encumber or anticipate his or her benefits under the Plan,nor will the benefits under this Plan be subject to any legal process to levy upon or attach the benefits for payment of any claim against the Participant or Former Participant or his or her Beneficiary. In the event of any attempted assignment ortransfer, the Company will have no further liability hereunder. The foregoing notwithstanding, in accordance with procedures that are established by the Committee (including procedures requiring prompt notification to the affected Participant orFormer Participant and each alternate payee of the receipt by the Plan or the Company of a domestic relations order and its procedures for determining the qualified status of such order), a judicial order for purposes of or pertaining to domesticrelations (which orders do not alter the amount, timing, or form of benefit other than to have it commence at the earliest permissible date) will be honored by the Plan and the Company if the Committee or its designee determines that such orderwould constitute a qualified domestic relations order (within the meaning of Section 414(p) of the Code) if the Plan were a qualified retirement plan under Section 401(a) of the Code. 

**9.9     Incapacity**

If the Committee is        presented with credible evidence that any person to whom any amount is        or was payable under the Plan is unable to care for his or her affairs        because of illness or accident, or is a minor, or has died, then any        payment, or any part thereof, due to such person or his or her estate        (unless a prior claim therefor has been made by a duly appointed legal        representative), may, if the Committee is so inclined, be paid to such        person’s spouse, child, or other relative, an institution maintaining        or having custody of such person, or any other person deemed by the Committee        to be a proper recipient on behalf of such person otherwise entitled        to payment. In making such a finding the Committee may rely on the advice        of experts chosen by the Committee in its sole discretion. Any 

 

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payment consequenton such finding will be in complete discharge of the liability of the Plan andtheCompany therefor. 

**9.10     Unsecured          Creditor**

To the extent that any person acquires a right to receive payments from the Company under the Plan, such right will be no greater than the right of an unsecuredgeneral creditor of the Company.

**9.11     Notice**

Any election, application, claim, designation, request, notice, instruction or other communication required or permitted to be made by a Participant, FormerParticipant, Beneficiary, or other person to the Committee will be made in writing and in such form as is prescribed from time to time by the Committee and will be mailed by first-class mail, postage pre-paid or delivered to such location as will bespecified by the Committee and will be deemed to have been given and delivered only upon receipt thereof at such location. 

**9.12     Benefits          Not Salary**

The benefits payable under the Plan will be independent of, and in addition to, any other benefits provided by the Company and will not be deemed salary or otherremuneration by the Company for the purpose of computing benefits to which any Participant or Former Participant may be entitled under any other plan or arrangement of the Company. 

**9.13     Captions**

The captions preceding the sections of the Plan have been inserted solely as a matter of convenience and will not in any manner define or limit the scope or intentof any provisions of the Plan. 

**9.14      Governing          Law**

The Plan        is intended to constitute an unfunded Plan for a select group of employees        and rights thereunder will be construed according to the laws of the        State of Delaware, without giving effect to the choice of law principles        thereof, and the laws of the United States, as applicable.

**9.15      Addresses**

Each Participant        or Former Participant must file with the Company from time to time in        writing his or her post office address and each change of post office        address. The communication, statement or notice addressed to a Participant        or Former Participant at the last post office address filed with the        Company, or if no address is filed with the Company, then at the last        post office address as shown on the records of the Company, will be binding        on the Participant or Former 

 

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Participant and his or her Beneficiaries for all purposes of the Plan. The Company will not be required to search for or locate a Participant, Former Participant or his or herBeneficiary.

IN WITNESS WHEREOF, Applera Corporation has caused this document to be executed by its duly authorized officers, this __30th__ day of December, 2005.

|   | **APPLERA    CORPORATION**                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                             |
|   | By: /s/    Barbara J. Kerr                          |
|   | Title:    V.P. Human Resources                                                                                  |

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**APPENDIX A**

**INDIVIDUALS ELIGIBLE FOR PARTICIPATION**

The Management Resources Committee of the Board approved the adoption of the Plan solely for the benefit of the group of individuals listed below. No otherindividuals will be eligible to participate in the Plan without written approval of Board.

No individual has a right to continue to participate in the Plan in the future without the approval of the Board. Each individual will continue to participate inthe Plan at the discretion of the Board.

As      of December 31, 2005, the following individuals are eligible to participate      in the Plan:

 Catherine      M. Burzik

Barbara      J. Kerr

Kathy      Ordoñez

William      B. Sawch

Dennis      L. Winger

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**AppleraCorporation Supplemental Executive Retirement PlanBeneficiary Form**

**Instructions**

  Complete this form to designate your beneficiary for any death benefits that  may be payable under the Applera Corporation Supplemental Executive Retirement  Plan (the “SERP”). Make a copy of this form, and return the original  to the Applera CorporationHuman Resources Department.

  After you have designated your SERP Beneficiary, you may change your Beneficiary  designation at any time, up to 30 days before SERP benefit payments are scheduled  to begin. You may not make any changes within 30 days of the date SERP benefitpayments are scheduled to begin or any time thereafter.

  Generally, any Beneficiary designation will be effective as of the date it  is received by the Applera Corporation Human Resources Department. Your Beneficiary  Designation will not be valid if it is received: (1) after the date of your  death; (2) within 30 days of the date SERP benefit payments are scheduled tobegin; or (3) after SERP benefit payments have begun.

**YourBeneficiary Designation**

Your SERP Beneficiary is the individual you designate to receive any death benefits that may be payable under the SERP. You may not name an entity other than a person to be your SERPBeneficiary (such as your estate, a charity, an institution, or a trust) and you may not name more than one primary beneficiary.

| In general,    death benefits are payable from the SERP in the following circumstances: |
|-----------------------------------------------------------------------------------------|
| •                                                                                 | You          die after you have earned a vested interest in your SERP benefit, but          before you have startedreceiving    your SERP benefit payments. |
| •                                                                                 | You          die after you have started receiving SERP benefit payments, you elected          a payment form thatprovides          a survivorbenefit, and your beneficiary survives you. |
|                                                                                    |   |

| Name    of Beneficiary:_______________________________________________________________________________________________________________________ |
|------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                           |   |
| Relationship          to you: _____________________________________________________                                                            | SSN:______________________________________________________ |
|                                                                                                                                           |   |
| Address:_______________________________________________________________________________________________________________________________        |
|                                                                                                                                           |   |
| Work          phone #:_________________________________________________________                                                                | Home    phone #:______________________________________________ |
|                                                                                                                                           |   |

If you are    married and your spouse is not your beneficiary, this Beneficiary DesignationForm is invalid without the consent of your spouse.

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**SpousalConsent**

State community property law and the SERP plan rules require that a married participant name his or her spouse as the SERP beneficiary, unless the spouse consents in writing below toanother beneficiary designation and this consent is witnessed by a Notary Public. 

I hereby consent to the beneficiary designation on this form and acknowledge that (1) I am entitled to this benefit; (2) the effect of such designation is to cause my spouse’s deathbenefit to be paid to a beneficiary other than me; (3) no beneficiary designation is valid unless I consent to it; and (4) my consent is irrevocable. My consent is being given voluntarily and no undue influence or coercion has been exercised inconnection with my decision to consent.

| Spouse’s    Signature:                                                                                                                                                                                                                                                                                                                                        |   | Date:                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
| Signed        in thepresence of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Notary    Seal                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
|      	                 	                 	                 	                 	                 	                 	             	                                                                                            |   | Date:                                        |
| Notary    Public Signature                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
| My commission        expireson:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
| **Participant    Signature**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
| I        reserve the rightto revoke or change any beneficiary designation. Ihereby revoke all my previous beneficiary designations(if any).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                       |
|                                                                                                                          	                	           |   |                                                                                                                                                                                                                                       |
| Participant’s    Signature                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Date:                                        |

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