PE CORPORATION

1993 DIRECTOR STOCK PURCHASE
AND DEFERRED COMPENSATION PLAN

(as amended through March 17, 2000)

1. OBJECTIVE OF THE PLAN.

The PE Corporation 1993 Director Stock Purchase and Deferred Compensation Plan (the "Plan") is established effective October 21, 1993 for the benefit of directors of PE Corporation (the "Corporation") who are not employees of the Corporation or any of its subsidiaries. The Corporation has adopted the Plan in recognition that its long-term success and achievements are enhanced and the interests of its shareholders are best served when its outside directors have a direct and personal stake in the performance of the Corporation's stock.

2. DEFINITIONS.

As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary:

2.1 "Account" shall mean the deferred Fees account established for a Participant pursuant to Section 5.3.

2.2 "Board of Directors" shall mean the board of directors of the Corporation.

2.3 "Celera Stock" shall mean shares of PE Corporation- Celera Genomics Group Common Stock, par value$.01 per share, of the Corporation.

2.4 "Celera Stock Unit" shall mean the bookkeeping entry representing the equivalent of one share of Celera Stock.

2.5 "Corporate Secretary" shall mean the person holding the position of Secretary of the Corporation.

2.6 "Effective Date" shall mean October 21, 1993.

2.7 "Fees" shall mean all retainer, meeting and committee fees payable to a non-employee director for service on the Board of Directors for any calendar year from and after the Effective Date, before any reduction pursuant to this Plan.

2.8 "Fees Payment Date" shall mean the first calendar day of the third month of each fiscal quarter or, if such date is not a business day for the Corporation, the next succeeding business day.

2.9 "Participant" shall mean any member of the Board of Directors who is not also a regular, salaried employee of the Corporation or any of its subsidiaries.

2.10 "PE Biosystems Stock" shall mean shares of PE Corporation- PE Biosystems Group Common Stock, par value$.01 per share, of the Corporation.

2.11 "PE Biosystems Stock Unit" shall mean the bookkeeping entry representing the equivalent of one share of PE Biosystems Stock.

2.12 "Stock" shall mean Celera Stock and/or PE Biosystems Stock.

2.13 "Stock Price" shall mean the simple average of the high and low sales prices of a share of Celera Stock or PE Biosystems Stock, as the case may be, as reported in the report of composite transactions (or other independent published source designated by the Board of Directors) on the Fees Payment Date (or if there shall be no trading on such date, then on the first previous date on which sales were made on a national securities exchange). Notwithstanding the foregoing, if Celera Stock or PE Biosystems Stock is purchased in the market for purposes of the Plan on a Fees Payment Date, "Stock Price" shall mean the actual average cost per share of the aggregate purchases of Celera Stock or PE Biosystems Stock for the Plan on such date.

2.14 "Stock Unit" shall mean a Celera Stock Unit and/or a PE Biosystems Stock Unit.

3. PARTICIPATION.

All members of the Board of Directors who are not also regular salaried employees of the Corporation or any of its subsidiaries shall participate in the Plan.

4. PAYMENT OF FEES.

4.1 Automatic Payment of Fees in Stock. Fifty percent (50%) of the Fees of each Participant payable on and after the Effective Date, shall be applied to the purchase of Celera Stock and/or PE Biosystems Stock or, if deferred pursuant to Section 5.1, credited as Celera Stock Units or PE Biosystems Stock Units, at the applicable Stock Price on the Fees Payment Date, in each case in the ratio specified in or established by the Board of Directors pursuant to Section 4.3. To the extent not deferred pursuant to Section 5.1, whole shares of Stock purchased in respect of such Fees shall be issued to the Participant as soon as practicable thereafter. Cash shall be paid to a Participant in lieu of a fractional share of Stock.

4.2 Election to Receive Fees in Stock. A Participant may elect, by filing the appropriate election form with the Corporate Secretary before the Fees Payment Date to which the election applies, to have up to that portion of his or her Fees payable on and after such Fees Payment Date which are not automatically paid in Stock pursuant to Section 4.1 or which are not deferred pursuant to Section 5.1, applied to the purchase of Celera Stock and/or PE Biosystems Stock at the applicable Stock Price on the Fees Payment Date; provided, however, that such purchase of Stock of each class shall be in the ratio specified in or established by the Board of Directors pursuant to Section 4.3. Whole shares of Stock purchased in respect of such Fees shall be issued to the Participant as soon as practicable thereafter. Cash shall be paid to a Participant in lieu of a fractional share of Stock.

A Participant may amend or terminate an election under this Section 4.2by written notice to the Corporate Secretary. Such amendment or terminations hall be effective as of the next Fees Payment Date following the date of delivery of such notice to the Corporate Secretary.

4.3 Allocation Between Stock. Purchases of Stock of each class under Section 4.1 and Section 4.2 shall be made, as nearly as practicable, in the ratio of the number of shares of such class then outstanding to the number of shares of the other class then outstanding, or in such other ratio as shall be determined by the Board of Directors from time to time. The Board of Directors shall allocate each Participant's purchases of Stock of each class under the Plan in order to maintain such Participants' holdings in accordance with this ratio. The Board of Directors may, if it deems necessary, adopt specific rules consistent with this Section 4.3.

5. DEFERRAL OF FEES.

5.1 Deferral Election. A Participant may elect to defer receipt of his or her Fees, including all or any portion of his or her Fees which are subject to Section 4.1 hereof, by filing the appropriate deferral form with the Corporate Secretary on or before December 15th of the calendar year prior to the calendar year in which such deferral is to be effective or, in the case of any person elected to the Board of Directors after the Effective Date, within thirty (30) days after such person first becomes eligible to participate in the Plan.

Any Participant who has made an effective election to defer the receipt of Fees which election was in effect on October 21, 1993 may continue to defer receipt of such Fees pursuant to such election; provided, however, that such election and any such deferral which occurs on or after the Effective Date shall be governed by the terms of this Plan.

Notwithstanding the foregoing, no deferral shall be permitted to the extent prohibited by applicable law.

5.2 Period of Deferral. Subject to Section 5.9, a Participant may elect to defer receipt of Fees until (a) a specified date in the future, (b) cessation of the Participant's service as a member of the Board of Directors or (c) the end of the calendar year in which cessation of the Participant's service as a member of the Board of Directors occurs.

5.3 Deferred Fees Account. There shall be established an Account in the Participant's name on the books of the Corporation for each Participant electing to defer Fees pursuant to this Section 5.

5.4 Investment of Deferrals. Except as provided in the next sentence, deferrals shall be credited to a Participant's Account in Celera Stock Units and/or PE Biosystems Stock Units. With respect to that portion of his or her deferrals under the Plan which are not subject to Section 4.1, the Participant may elect under the procedures set forth in Section 4.2 that such deferrals be credited to his or her Account in cash or Stock Units.

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