SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                FORM 10-K
            [ X ] Annual Report Pursuant To Section 13 Or 15(d)
                 Of The Securities Exchange Act Of 1934
                 For the Fiscal Year Ended June 30, 1997

                              OR
            [   ] Transition Report Pursuant To Section 13 Or 15(d)
                  Of The Securities Exchange Act Of 1934
                 For the transition period from _______ to __________

                             Commission File Number 1-4389

                              The Perkin-Elmer Corporation
                    (Exact name of registrant as specified in its charter)
        NEW YORK                                      06-0490270
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)                Identification No.)

        761 Main Avenue, Norwalk, Connecticut         06859-0001
        (Address of principal executive offices)      (Zip Code)

        Registrant's telephone number, including
        area code:                                    203-762-1000

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
                Title of class                       on which registered
Common Stock (par value $1.00 per share)           New York Stock Exchange
                                                    Pacific Stock Exchange

  Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                         X      Yes           No

 Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

 As of September 8, 1997, 43,847,333 shares of Registrant's Common
Stock were outstanding, and the aggregate market value of shares of such
Common Stock (based upon the average sales price) held by non-affiliates
was approximately $3,450,237,015.

                DOCUMENTS INCORPORATED BY REFERENCE

        Annual Report to Shareholders for Fiscal Year ended June 30, 1997
         - Parts I, II, and IV.

        Proxy Statement for Annual Meeting of Shareholders dated September 8,
         1997 - Part III.

 

PART I Item 1. BUSINESS (a) General Development of Business. The Perkin-Elmer Corporation was incorporated in 1939 under the laws of the State of New York. Together with its consolidated subsidiaries, The Perkin-Elmer Corporation (hereinafter collectively referred to as "Registrant" or the "Corporation") develops, manufactures, and sells products in the industry segments described in sub-item (c) below. On February 18, 1993, the shareholders of Registrant and Applied Biosystems, Inc. ("ABI"), a supplier of automated systems for life science research and related applications, approved the merger of a subsidiary of Registrant with and into ABI which resulted in ABI becoming a wholly-owned subsidiary of Registrant. Effective July 1, 1994, ABI was merged into Registrant and is now the Applied Biosystems Division of Registrant. On April 18, 1994, Registrant entered into an agreement with Sulzer Inc. to sell its Material Sciences segment consisting of its Metco Division ("Metco") headquartered in Westbury, New York. Registrant completed the sale on September 30, 1994. The consolidated financial statements and schedules reflect the merger with ABI as a pooling of interests and present the Corporation's Material Sciences segment as a discontinued operation. On May 18, 1993, Registrant amended its By-laws to change Registrant's fiscal year end from July 31 to June 30. Prior to fiscal year 1993, the financial statements of ABI and Registrant's subsidiaries outside the United States were for the years ended June 30, while Registrant's domestic operations were reported on a July 31 fiscal year end. In order to concentrate on two different strategies for the Analytical Instruments and Life Sciences businesses, Registrant reorganized into two separate business segments in 1996. On August 25, 1997, Registrant and PerSeptive Biosystems, Inc. ("PerSeptive") announced that they had signed a definitive merger agreement in which Registrant would acquire PerSeptive for $13.00 per share, paid in Registrant's stock. Based on then current market prices, this transaction will involve the exchange of approximately $360 million in newly issued Registrant stock for outstanding PerSeptive securities. The transaction is subject to antitrust regulatory clearance, approval by holders of a majority of the outstanding shares of PerSeptive common stock, and certain other conditions. No vote of Registrant's shareholders is required. Both companies expect the merger to be completed by the end of calendar 1997. Page 1

(b) Financial Information About Industry Segments. A summary of net sales to unaffiliated customers, operating income, and identifiable assets attributable to each of the Registrant's industry segments for the fiscal years ended June 30, 1997, 1996 and 1995 is incorporated herein by reference to Note 6 on Pages 52-53 of the Annual Report to Shareholders for the fiscal year ended June 30, 1997. (c) Narrative Description of Business. Registrant develops, manufactures and markets, on a worldwide basis, life science and analytical instrument systems used in such markets as pharmaceutical, biotechnology, environmental testing, food, agriculture, and chemical manufacturing. The Registrant's operations are organized within two industry segments: (1) Analytical Instruments; and (2) Life Sciences. These segments are more fully described below. ANALYTICAL INSTRUMENTS Registrant's Analytical Instruments segment, consisting of Registrant's Analytical Instruments Division, develops, manufactures, markets, sells, and services analytical instrument systems. Analytical chemistry is the science of experimentally determining the elemental and chemical and physical characteristics that make up a particular sample. Analytical instruments are the tools used to perform analytical chemistry. These systems detect, identify and measure changes in properties of solids, liquids and gases. For example, certain types of analytical instruments are targeted toward determining chemical composition, others are used to study molecular structure and still others measure physical characteristics. Analytical instruments are also used for testing and analysis applications, both inside and outside of laboratories. The use of analytical instruments is widespread in the life science, pharmaceutical, food, bio-medical, chemicals, petrochemicals, material science, and environmental industries, as well as in academic research. Registrant's Analytical Instrument products tend to vary significantly in terms of their technologies, test methodologies, applications, performance and cost. Moreover, there is rarely any overlap of instruments across categories of inorganic elements/organic compound/attribute level. That is, an instrument can be applied for use either in analyzing elements, compounds or attributes, but typically not more than one of these applications. Registrant's Analytical Instrument products can be broadly classified into four categories: 1. Chromatography. Chromatography instruments are designed to analyze complex mixtures by first separating them into their components, and then measuring them quantitatively. Registrant offers two types of chromatography products: liquid (LC); and gas (GC). 2. Inorganic Analysis. These instruments are intended for analysis of inorganic elements such as lead, mercury, arsenic or gold in a wide variety of samples from oils and water to geological materials. Registrant offers three types of inorganic analysis products: atomic absorption spectrometers; inductively coupled plasma optical emission spectrometers; and inductively coupled plasma/mass spectrometers. Page 2

3. Organic Analysis. These instruments are designed to provide qualitative and quantitative information for molecular and organic compounds, in the broadest range of samples. Registrant's organic analysis products include: infrared and near infrared spectrometers; thermal analyzers; ultraviolet, visible and near infrared spectrometers; fluorescence spectrometers; analytical balances; and polarimeters. 4. Laboratory Information Management Systems. These systems provide data handling and data management for analytical laboratories. Registrant also provides services including: repair and maintenance, validation, consulting, installation and other product support services. The principal markets for Registrant's Analytical Instrument products and services include: agricultural analysis, automotive industries, petrochemical industries, clinical and biological analysis industries, environmental testing and monitoring, materials research, food quality management, pharmaceutical, and semiconductors. LIFE SCIENCES Registrant's Life Sciences segment, consisting of Registrant's Applied Biosystems Division, develops, manufactures, markets, sells and services a wide range of biochemical analytical instrument systems and products, consisting of instruments, associated reagents and consumable products. The analytical problems of biotechnology differ from those of classical chemical analysis because the molecules involved are larger than those with which analytical chemists are usually concerned. In addition, problems differ because the detailed structure, and in particular the exact order of the specific nucleotide building blocks in these molecules, is the most important piece of information. All cells are composed of four basic biomolecules: nucleic acids which include deoxyribonucleic acid and ribonucleic acid , proteins, carbohydrates and lipids. Although all of these macromolecules are critical for a cell to function normally, historically key advances in therapeutics have come from an understanding of proteins or DNA. Increasingly, and principally driven by the "biotechnology revolution," researchers are developing an understanding of and focusing on DNA's role in the growth pattern of disease. An increased knowledge of how DNA ultimately determines the functions of living organisms has generated a worldwide effort to identify and sequence genes of many organisms, including the estimated 100,000 genes comprising the human genome. This effort is being led by the Human Genome Project and related academic, government and industry research projects. The Life Science products and services are used in both research and commercial applications in analyzing, synthesizing, sequencing and amplifying proteins and genetic material. Registrant's Life Science products can be broadly classified into five categories: 1. Genetic Analysis. Genetic analysis primarily uses electrophoresis techniques for separating molecules based on their differentialmobility in an electric field. Registrant's genetic analysis products are further differentiatedbetween DNA sequencers and DNA fragment analysis systems. Page 3

DNA sequencers are used to determine the exact order of nucleotide base pairs that make up DNA. This is done through the fluorescent tagging of bases, each with a different colored tag. The tagged fragments are then run through a gel electrophoresis grid and detected by a scanner at the bottom of the gel. Registrant's DNA sequencing products include a sequencer expandable to 96 lanes, a single-lane capillary sequencer, and sequencing reagents. These automated systems and products are used for amplification, purification, isolation, analysis, synthesis, and sequencing of nucleic acids, proteins, and other biological molecules. DNA fragment analyzers are used to determine the size, quantity or pattern of DNA fragments generated by Polymerase Chain Reaction ("PCR") amplification or other means. Typically this is done by using fluorescently tagged PCR primers to generate labeled PCR products. Those products are then analyzed electrophoretically. Fragment analysis applications include gene mapping and forensic typing, using microsatellite markers, single-strand conformation polymorphism (SSCP) analysis to screen for unknown mutations within genes, and oligonucleotide ligation assay (OLA) analysis to detect known mutations within characterized genes. 2. PCR Products. PCR allows for the amplification of genetic material that otherwise is and of insufficient quantity to be detected, by producing enough copies of the material of interest to conduct numerous studies. PCR products include 24, 48 and 96 sample amplification systems, a combination PCR preparation and DNA sequencing system, a combination PCR and PCR detection system, and various reagents. 3. DNA Synthesizers. DNA synthesizers build synthetic DNA. Synthetic DNA is used for DNA sequencing primers and is also used in drug discovery applications. Registrant currently markets 5 models of synthesizers. Registrant also provides custom synthesis, in which oligonucleotides are made-to-order and shipped to customers. 4. Protein Synthesis and Analysis. Protein sequencers provide information about the amino acids that make up a given protein by enzymatically digesting the protein and analyzing the components. Peptide synthesizers build peptides from amino acids through successive reactions which involve the addition of the next amino acid, removal of the groups in order to prevent unwanted side reactions, activation to ready the growing chain for the next amino acid addition, and, finally, repeating the cycle until the desired peptide is produced. The synthetically-produced peptides are used in understanding antibody reactions and as potential drugs or drug analogues. 5. Liquid Chromatography/Mass Spectrometry "LC/MS". LC/MS combines the separation of complex mixtures with the quantitation and/or identification of the compounds in the mixture. In a joint venture, Perkin-Elmer Sciex Instruments, Registrant is engaged in the manufacture and sale of mass spectrometry instrument systems, which are sold by both the Analytical Instruments and Life Sciences segments. Registrant also provides services including: repair and maintenance, consulting, installation and other product support services. Page 4

The principal markets for Registrant's Life Sciences products and services include human disease research, genetic analysis, pharmaceutical drug discovery, clinical and biological analysis, and forensics. MARKETING AND DISTRIBUTION The marketing and distribution systems for Registrant's Analytical Instruments and Life Sciences businesses are essentially the same. In the United States, Registrant markets the largest portion of its products directly through its own sales and distribution organizations, although certain products are marketed through independent distributors and sales representatives. Sales to major markets outside of the United States are generally made by the Registrant's foreign based sales and service staff, although some sales are made directly from the United States to foreign customers. In certain foreign countries, sales are made through various representative and distributorship arrangements. Registrant owns or leases sales and service offices in strategic regional locations in the United States, and in foreign countries through its foreign sales subsidiaries and distribution operations. None of Registrant's products is distributed through retail outlets. RAW MATERIALS There are no specialized raw materials that are particularly essential to the operation of Registrant's business. Registrant's manufacturing operations require a wide variety of raw materials, electronic and mechanical components, chemical and biochemical materials, and other supplies, some of which are occasionally found to be in short supply. Registrant has multiple commercial sources for most components and supplies but is dependent on single sources for a limited number of such items, in which case Registrant normally secures long-term supply contracts. In certain cases, discontinuances of certain sources could temporarily interrupt Registrant's business in the Life Sciences segment. PATENTS, LICENSES, AND FRANCHISES Registrant has pursued a policy of seeking patent protection in the United States and other countries for developments, improvements, and inventions originating within its organization which are incorporated in Registrant's products or which fall within its fields of interest. Certain licenses under patents have been granted to, and received from, other entities. Registrant has certain rights from Hoffmann-La Roche Inc. under patents relating to PCR, which patents expire in 2004. Registrant also has rights under a patent issued to the California Institute of Technology relating to DNA sequencing, which patent expires in 2009. In Registrant's opinion, however, no other single patent or license, or group of patents or licenses, or any franchise, is material to its business as a whole or to either industry segment. From time to time, Registrant has asserted that various competitors and others are infringing Registrant's patents and similarly, from time to time, others have asserted that Registrant was infringing patents owned by them. In most cases, such claims are settled by mutual agreement on a satisfactory basis and result in the granting of licenses by Registrant or the granting of licenses to Registrant. SEASONAL FLUCTUATIONS Neither of Registrant's industry segments is subject to pronounced seasonal fluctuations. Page 5

BACKLOG Registrant's recorded backlog was $173.2 million at June 30, 1997 and $182.3 million at June 30, 1996. It is Registrant's general policy to include in backlog only purchase orders or production releases which have firm delivery dates within one year. Recorded backlog may not result in sales because of cancellation or other factors. It is anticipated that all orders included in the current backlog will be delivered before the close of fiscal year 1998. UNITED STATES GOVERNMENT SALES No material portion of either of Registrant's industry segments is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States Government. COMPETITION The industry segments in which Registrant operates are highly competitive and are characterized by the application of advanced technology. There are numerous companies which specialize in, and a number of larger companies which devote a significant portion of their resources to, the development, manufacture, and sale of products which compete with those manufactured or sold by Registrant. Many of Registrant's competitors are well-known manufacturers with a high degree of technical proficiency. In addition, competition is intensified by the ever-changing nature of the technologies in the industries in which Registrant is engaged. The markets for Registrant's products are characterized by specialized manufacturers that often have strength in narrow segments of these markets. While the absence of reliable statistics makes it difficult to determine Registrant's relative market position in its industry segments, Registrant is confident it is one of the principal manufacturers in its fields, marketing a broad line of analytical instruments and life science systems. In addition to competing in terms of the technology that Registrant offers, Registrant competes in terms of price, application requirements, service, and quality. RESEARCH, DEVELOPMENT, AND ENGINEERING Registrant is actively engaged in basic and applied research, development, and engineering programs designed to develop new products and to improve existing products. During fiscal years 1997, 1996, and 1995, Registrant spent $105.7 million, $102.3 million, and $95.1 million, respectively, on company sponsored research, development, and engineering activities. ENVIRONMENTAL MATTERS Registrant is subject to federal, state, and local laws and regulations regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, in those jurisdictions where Registrant operates or maintains facilities. Registrant does not believe that compliance with all environmental provisions will have a material effect on its business, and no material capital expenditures are expected for environmental control. EMPLOYEES As of June 30, 1997, Registrant employed 5,685 persons worldwide. None of Registrant's United States employees is subject to collective bargaining agreements. Page 6

(d) Financial Information About Foreign and Domestic Operations and Export Sales. A summary of net revenues to unaffiliated customers, operating income, and identifiable assets attributable to each of Registrant's geographic areas and export sales for the fiscal years 1997, 1996, and 1995 is incorporated herein by reference to Note 6 on Pages 52 and 54 of the Annual Report to Shareholders for the fiscal year ended June 30, 1997. Registrant's consolidated net revenues to unaffiliated customers in countries other than the United States for the fiscal years 1997, 1996, and 1995 were $792.4 million, $744.7 million, and $669.8 million, or 62.1%, 64.0%, and 63.0%, respectively, of Registrant's consolidated net revenues. All of the Registrant's manufacturing facilities outside of the continental United States are located in Germany, the United Kingdom, Japan, Canada, and Singapore. There are currently no material foreign exchange controls or similar limitations restricting the repatriation to the United States of capital or earnings from operations outside the United States. (e) Discontinued Operations. On September 30, 1994, Registrant sold Metco, comprising its Material Sciences segment, headquartered in Westbury, New York to Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland. The consolidated financial statements and schedules present Registrant's Material Sciences segment as a discontinued operation. Item 2. PROPERTIES Listed below are the principal facilities of Registrant as of June 30, 1997. Registrant considers all facilities listed below to be reasonably appropriate for the purpose(s) for which they are used, including manufacturing, research and development, and administrative purposes. All properties are maintained in good working order and, except for those held for sale or lease, are substantially utilized on the basis of at least one shift. None of the leased facilities is leased from an affiliate of Registrant. Facilities are grouped within the business segment which is the principal user. Page 7

Approximate Owned or Expiration Floor Area Location Leased Date of Lease In Sq. Ft. Analytical Instruments Norwalk, CT Owned 402,000 Wilton, CT Owned 219,000 San Jose, CA Owned 72,000 Beaconsfield, England Owned 70,000 Ueberlingen, Germany Owned 62,000 Ontario, Canada Owned 38,000 Irvine, CA Owned 22,000 Toronto, Canada Owned 14,700 Ueberlingen, Germany Leased 2001 180,000 Llantrisant, Wales Leased * 113,000 Singapore Leased 1999 30,000 Meersburg, Germany Leased 1998 24,000 Beaconsfield, England Leased 2005 8,000 Life Sciences Warrington, England Owned 58,000 Narita, Japan Owned 24,000 San Jose, CA Owned 9,000 Foster City, CA** Leased 1997-2005 436,000 Bedford, MA Leased 2000 15,000 Davis, CA Leased 1999 13,000 Salt Lake City, UT Leased 1999 8,000 * Leased on a month to month basis as the facility is being closed. ** Comprising 3 principal facilities totaling 324,000 square feet, and additional facilities totaling 112,000 square feet. In addition to the facilities listed above, Registrant leases space in certain industrial centers for use as regional sales and service offices, technical demonstration centers, and warehousing. Registrant also owns undeveloped land in Redding, Connecticut; Vacaville, California; and Ueberlingen, Germany. In addition to the properties used by Registrant in its operations, Registrant owned as of June 30, 1997 a facility in Garden Grove, California (approximately 82,000 square feet), leased to OCA Applied Optics, Inc., which was sold in July 1997. Registrant also owns two facilities in Wilton, Connecticut (approximately 51,000 square feet and 42,000 square feet), which are held for sale or lease. One of the facilities in Wilton is leased on a long-term basis, and a portion of the other facility in Wilton is leased on a short- term basis. Item 3. LEGAL PROCEEDINGS The Corporation has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that might arise Page 8

with respect to any of these matters cannot be accurately predicted, the resulting liability, if any, will not, in the opinion of management of Registrant, have a material adverse effect on the consolidated financial statements of Registrant. Registrant was one of approximately 125 third party defendants named in a third party complaint dated February 19, 1993 in United States of America v. Davis et al., which is pending in the United States District Court for the District of Rhode Island. The third party plaintiffs, who were named as defendants and potentially responsible parties in the Government's initial complaint, sought equitable contribution and indemnification in the event they were found liable for remediation costs relating to the removal of hazardous substances from a site located in Smithfield, Rhode Island (such costs initially were estimated by the Government to be $27.8 million, but most recent estimates of such costs appear to be in the $40 million range). All but one of the third party plaintiffs settled with the Government for a total of approximately $6 million, and a trial on the question of the remaining third party plaintiff's liability to the Government resulted in an April 22, 1995 Memorandum and Order in which the Court found such plaintiff, United Technologies Corporation, liable as a "generator" of hazardous wastes deposited at the site. Thereafter, the Court permitted United Technologies Corporation to proceed with its claims against third parties. Approximately one-half of the third party claims have been settled, and the remaining claims, including the claim against Registrant, are likely to be scheduled for trial in early 1998. In addition, the Government has threatened to sue non-settling third party defendants for the unreimbursed waste removal costs should United Technologies Corporation prevail in its suit. Registrant, while vigorously contesting the case, has explored the possibility of an out- of-court settlement, but to date such efforts have proven unsuccessful. Because of the uncertainty of all litigation, Registrant cannot definitively state that it will incur less than $100,000 in monetary liability. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) Market Information. The principal United States market where Registrant's Common Stock is traded is the New York Stock Exchange, although such stock is also traded on the Pacific Stock Exchange. The following information, which appears in Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997, is hereby incorporated by reference in this Form 10- K: the high and low sales prices of Registrant's Common Stock for each quarterly period during the fiscal years 1997 and 1996 (Note 13, Page 61 of the Annual Report to Shareholders for the fiscal year ended June 30, 1997). Page 9

(b) Holders. On September 8, 1997, the approximate number of holders of Common Stock of Registrant was 6,889. The approximate number of holders is based upon the actual number of holders registered in the books of Registrant at such date and does not include holders of shares in "street name" or persons, partnerships, associations, corporations, or other entities identified in security position listings maintained by depository trust companies. The calculation of the number of shares of Registrant's Common Stock held by non-affiliates shown on the cover of this Form 10-K was made on the assumption that there were no affiliates other than executive officers and directors. (c) Dividends. The amount of quarterly dividends paid during the fiscal years 1997 and 1996 (Note 13, Page 61 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997) is hereby incorporated by reference in this Form 10-K. (d) Sale of Unregistered Securities Registrant has sold no securities in the last 3 years which were not registered under the Securities Act of 1933. Item 6. SELECTED FINANCIAL DATA Registrant hereby incorporates by reference in this Form 10-K, Page 34 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Registrant hereby incorporates by reference in this Form 10-K, Pages 35-41 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Registrant hereby incorporates by reference in this Form 10-K, Note 12 on Pages 59-60 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements and the supplementary financial information included in Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997 are incorporated by reference in this Form 10-K: the Consolidated Financial Statements and the report thereon of Price Waterhouse LLP dated July 23, 1997, and Pages 42-62 of said Annual Report, including Note 13, Page 61, which contains unaudited quarterly financial information. Page 10

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Registrant has not changed its public accounting firm within 24 months prior to June 30, 1997, the date of Registrant's most recent financial statements. There have been no unresolved disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Page 11

PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Identification and Background of Directors. Registrant hereby incorporates by reference in this Form 10-K, Pages 1-3 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. (b) Identification of Executive Officers. The following is a list of Registrant's executive officers, their ages, and their positions and offices with the Registrant, as of September 8, 1997. <TABLE> <CAPTION> Name Age Present Positions and Year First Elected <S> <C> <C> Manuel A. Baez...........55 Senior Vice President and President, Analytical Instruments Division (1996) Peter Barrett............44 Vice President (1994) Ugo D. DeBlasi...........35 Corporate Controller (1997) Michael W. Hunkapiller...48 Vice President (1994) Stephen O. Jaeger........53 Vice President, Chief Financial Officer (1995), and Treasurer (1996) Joseph E. Malandrakis....52 Vice President (1993) Mark C. Rogers...........54 Senior Vice President, Corporate Development, and Chief Technology Officer (1996) William B. Sawch.........42 Vice President, General Counsel and Secretary (1993) Tony L. White............51 Chairman, President, and Chief Executive Officer (1995) </TABLE> Each of the foregoing named officers was either elected at the last organizational meeting of the Board of Directors held on October 17, 1996 or was elected by the Board since that date. The term of each officer will expire on October 16, 1997, the date of the next scheduled organizational meeting of the Board of Directors, unless renewed for another year. Mr. Jaeger has announced his resignation as Vice President, Chief Financial Officer and Treasurer on or about September 30, 1997. Mr. Dennis L. Winger has been appointed Senior Vice President, Chief Financial Officer and Treasurer effective upon Mr. Jaeger's resignation. (c) Identification of Certain Significant Employees. Not applicable. (d) Family Relationships. To the best of Registrant's knowledge and belief, there is no family relationship between any of Registrant's directors, executive officers, or persons nominated or chosen by Registrant to become a director or an executive officer. (e) Business Experience. With respect to the business experience of Registrant's directors and persons nominated to become directors, Registrant hereby incorporates by reference in this Report on Form 10-K Pages 1-3 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Page 12

Meeting of Shareholders to beheld on October 16, 1997. With respect to the executive officers of Registrant, each such officer has been employed by Registrant or a subsidiary in one or more executive or managerial capacities for at least the past five years, with the exception of Mr. Baez, Dr. Hunkapiller, Mr. Jaeger, Dr. Rogers, Mr. White and Mr. Winger. Mr. Baez was elected Senior Vice President of Registrant on June 20, 1996. Prior to his employment by Registrant in June, 1996, Mr. Baez was employed by Baxter International Inc. for 22 years, most recently as Executive Vice President, International. Prior to joining Baxter International, Inc., Mr. Baez was employed by Ciba-Geigy, Inc. Dr. Hunkapiller was elected Vice President of Registrant on October 20, 1994. Prior to his employment by Registrant in February, 1993, Dr. Hunkapiller was employed by ABI as Executive Vice President. Dr. Hunkapiller joined ABI in 1983 as a member of the Research and Development group and was later appointed Vice President, Research and Development. He also served as Vice President, Science and Technology, and General Manager, DNA Business Unit. Mr. Jaeger was elected Vice President of Registrant on March 16, 1995. Prior to his employment by Registrant in March, 1995, Mr. Jaeger was employed by Houghton Mifflin and Company from 1987 to 1995, most recently as Executive Vice President, Chief Financial Officer and Treasurer, and served on its board of directors. Prior to joining Houghton Mifflin, he served in various capacities at British Petroleum North America, Inc. from 1979 to 1987, with his last position being Senior Vice President and Chief Financial Officer. Dr. Rogers was elected Senior Vice President on June 20, 1996. Prior to his employment by Registrant in May, 1996, Dr. Rogers was Vice Chancellor for Health Affairs at Duke University Medical Center and Chief Executive Officer at Duke Hospital and Health Network from 1992 to 1996. Prior to joining Duke, Dr. Rogers held a number of positions at Johns Hopkins University, including Chairman of the Department of Anesthesiology and Critical Care Medicine. Mr. White was elected Chairman, President and Chief Executive Officer of Registrant in September, 1995. Prior to his joining Registrant, he was Executive Vice President and a member of the Office of the Chief Executive of Baxter International Inc. He also served as Group Vice President of Baxter International Inc. from 1986 to 1992. Mr. White is also a director of C.R. Bard, Inc. and Ingersoll-Rand Company. Mr. Winger has accepted the position of Senior Vice President, Chief Financial Officer, and Treasurer effective September 30, 1997. Prior to his employment by Registrant, Mr. Winger was employed by Chiron Corporation where he was Senior Vice President, Finance and Administration, and Chief Financial Officer since 1989. (f) Involvement in Certain Legal Proceedings. To the best of Registrant's knowledge and belief, none of Registrant's directors, persons nominated to become directors, or executive officers has been involved in any proceedings during the past five years that are material to an evaluation of the ability or integrity of such persons to be directors or executive officers of Registrant. Page 13

(g) Compliance with Section 16(a) of the Securities Exchange Act of 1934. Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to Page 7 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. Item 11. EXECUTIVE COMPENSATION Registrant hereby incorporates by reference in this Form 10-K Pages 8-11 and 13-18 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners. Registrant hereby incorporates by reference in this Form 10-K, Page 6 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. (b) Security Ownership of Management. Information concerning the security ownership of management is hereby incorporated by reference to Pages 2-3 and 7 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. (c) Changes in Control. Registrant knows of no arrangements, including any pledge by any person of securities of Registrant, the operation of which may at a subsequent date result in a change in control of Registrant. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information concerning certain related party transactions is hereby incorporated by reference to Note 9, Pages 56-57 of the Annual Report to Shareholders for the fiscal year ended June 30, 1997, and to Page 6 of Registrant's Proxy Statement dated September 8, 1997, in connection with its Annual Meeting of Shareholders to be held on October 16, 1997. Page 14

PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements. The following consolidated financial statements, together with the report thereon of Price Waterhouse LLP dated July 23, 1997, appearing on Pages 42 through 62 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1997, are incorporated by reference in this Form 10-K. With the exception of the aforementioned information and that which is specifically incorporated in Parts I and II, the Annual Report to Shareholders for the fiscal year ended June 30, 1997 is not to be deemed filed as part of this report on Form 10-K. 10-K Annual Report Page No. Page No. Consolidated Statements of Operations - fiscal years 1997, 1996, and 1995..................... -- 42 Consolidated Statements of Financial Position - fiscal years 1997 and 1996............................ -- 43 Consolidated Statements of Cash Flows - fiscal years 1997, 1996, and 1995..................... -- 44 Consolidated Statements of Shareholders' Equity - fiscal years 1997, 1996, and 1995..................... -- 45 Notes to Consolidated Financial Statements............................... -- 46-61 Report of Management....................... -- 62 Report of Price Waterhouse LLP............. -- 62 (a) 2. Financial Statement Schedules. The following additional financial data should be read in conjunction with the consolidated financial statements in said Annual Report to Shareholders for the fiscal year ended June 30, 1997. Schedules not included with this additional financial data have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. Annual 10-K Page No. Report Page No. Report of Independent Accountants on Financial Statement Schedule........... 20 -- Schedule II - Valuation and Qualifying Accounts and Reserves.......... 21 -- Page 15

(a) 3. Exhibits. Exhibit No. 2(1) Acquisition Agreement dated July 19, 1991, among the Corporation, Hoffmann-LaRoche Inc., and Roche Probe, Inc. (Incorporated by reference to Exhibit 1 to Current Report on Form 8-K of the Corporation dated July 19, 1991 (Commission file number 1-4389).) 2(2) Acquisition Agreement dated July 19, 1991, between the Corporation and F. Hoffmann-La Roche Ltd. (Incorporated by reference to Exhibit 2 to Current Report on Form 8-K of the Corporation dated July 19, 1991 (Commission file number 1-4389).) 2(3) Agreement and Plan of Merger, by and among Registrant, Sequence Acquisition Company and Applied Biosystems, Inc. dated as of October 6, 1992. (Incorporated by reference to Exhibit 2 to Current Report on Form 8-K of the Corporation dated October 6, 1992 (Commission file number 1-4389).) 2(4) Agreement dated April 18, 1994 between Sulzer Inc. and The Perkin-Elmer Corporation, as amended through August 31, 1994. (Incorporated by reference to Exhibit 2(4) to Annual Report on Form 10-K of the Corporation for fiscal year ended June 30, 1994 (Commission file number 1-4389).) 2(5) Agreement and Plan of Merger, dated as of August 23, 1997, among the registrant, Seven Acquisition Corp. and PerSeptive Biosystems, Inc. (Incorporated by reference to Exhibit 2 to Current Report on Form 8-K of the Corporation dated August 23, 1997 (Commission file number 1-4389).) 3(i) Restated Certificate of the Corporation as amended through July 1, 1994. (Incorporated by reference to Exhibit 3(I) to Annual Report on Form 10-K of the Corporation for fiscal year ended June 30, 1994 (Commission file number 1-4389).) 3(ii) Amended and Restated By-laws of the Corporation, as amended through July 15, 1993. (Incorporated by reference to Exhibit 3(ii) to Annual Report on Form 10-K of the Corporation for fiscal year ended June 30, 1993 (Commission file number 1-4389).) 4(1) Three Year Credit Agreement dated June 1, 1994, among Morgan Guaranty Trust Company, certain banks named in such Agreement, and the Corporation, as amended July 20, 1995. (Incorporated by reference to Exhibit 4(1) to Annual Report on Form 10-K of the Corporation for fiscal year ended June 30, 1995 (Commission file number 1-4389).). 4(2) Amendment dated as of March 31, 1996 to the Three Year Credit Agreement dated as of June 1, 1994, among Morgan Guaranty Trust Company, certain banks named in such Agreement, and the Corporation, as amended July 20, 1995. 4(3) Shareholder Protection Rights Agreement dated April 30, 1989, between The Perkin-Elmer Corporation and The First National Bank of Boston. (Incorporated by reference to Exhibit 4 to Current Report on Form 8-K of the Corporation dated April 20, 1989 (Commission file number 1- 4389).) 10(1) The Perkin-Elmer Corporation 1984 Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(c) to Post Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (No. 2-95451).) 10(2) The Perkin-Elmer Corporation 1988 Stock Incentive Plan for Key Employees. (Incorporated by reference to Exhibit 10(4) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1988 (Commission file number 1-4389).) 10(3) The Perkin-Elmer Corporation 1993 Stock Incentive Plan for Key Employees. (Incorporated by reference to Exhibit 99 to the Corporation's Registration Statement on Form S-8 (No. 33-50847).) 10(4) The Perkin-Elmer Corporation 1996 Stock Incentive Plan. (Incorporated by reference to Exhibit 99 to the Corporation's Registration Statement on Form S-8 (No. 333-15189).) 10(5) Contingent Compensation Plan for Key Employees of The Perkin-Elmer Corporation, as amended through August 1, 1990. (Incorporated by reference to Exhibit 10(5) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).) 10(6) The Perkin-Elmer Corporation Supplemental Retirement Plan as amended through August 1, 1991. (Incorporated by reference to Exhibit 10(6) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1991 (Commission file number 1-4389).) Page 16

10(7) Agreement dated September 12, 1995, between Registrant and Tony L. White. (Incorporated by reference to Exhibit 10(21) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1995 (Commission file number 1-4389).) 10(8) Agreement dated May 7, 1996, between Registrant and Mark C. Rogers. 10(9) Agreement dated April 11, 1995, between Registrant and Stephen O. Jaeger. (Incorporated by reference to Exhibit 10(19) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1996 (Commission file number 1-4389).) 10(10) Agreement dated June 3, 1996, between Registrant and Manuel A. Baez. 10(11) Deferred Compensation Contract dated September 15, 1994, between Registrant and Michael W. Hunkapiller. (Incorporated by reference to Exhibit 10(7) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1995 (Commission file number 1-4389).) 10(12) Change of Control Agreement dated September 12, 1995 between Registrant and Tony L. White. (Incorporated by reference to Exhibit 10(16) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1995 (Commission file number 1-4389).) 10(13) Employment Agreement dated November 16, 1995, between Registrant and Michael W. Hunkapiller. (Incorporated by reference to Exhibit 10(11) to Annual Report on Form 10-K of the Corporation for fiscal year ended June 30, 1996 (Commission file number 1-4389).) 10(14) Employment Agreement dated June 20, 1996, between Registrant and Manuel A. Baez. 10(15) Employment Agreement dated June 20, 1996, between Registrant and Mark C. Rogers. 10(16) Employment Agreement dated November 16, 1995, between Registrant and Stephen O. Jaeger. (Incorporated by reference to Exhibit 10(12) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1996 (Commission file number 1-4389).) 10(17) The Excess Benefit Plan of The Perkin-Elmer Corporation dated August 1, 1984, as amended through June 30, 1993. (Incorporated by reference to Exhibit 10(17) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) 10(18) 1993 Director Stock Purchase and Deferred Compensation Plan as amended June 19, 1997. 10(19) Pledge Agreements and Promissory Notes between Registrant and Stephen O. Jaeger, Michael W. Hunkapiller and Michael J. McPartland. (Incorporated by reference to Exhibit 10 to Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 1996 (Commission file number 1-4389).) 10(20) The Division Long-Term Incentive Plan of The Perkin-Elmer Corporation dated July 1, 1996. 10(21) The Performance Unit Bonus Plan of The Perkin-Elmer Corporation. 10(22) The Estate Enhancement Plan of The Perkin-Elmer Corporation. 10(23) The Deferred Compensation Plan of The Perkin-Elmer Corporation dated October 1, 1996. 11 Computation of Net Income (Loss) per Share for the five years ended June 30, 1997. 13 Annual Report to Shareholders for 1997 (to the extent incorporated herein by reference). 21 List of Subsidiaries. 23 Consent of Price Waterhouse LLP. 27 Financial Data Schedule. Note: None of the Exhibits listed in Item 14(a) 3 above, except Exhibits 11 and 23, are included with this Form 10-K Annual Report. Registrant will furnish a copy of any such Exhibit upon written request to the Secretary at the address on the cover of this Form 10-K Annual Report accompanied by payment of $3.00 U.S. for each Exhibit requested. (b) Reports on Form 8-K. Registrant did not file a report on Form 8-K during the last quarter of the period covered by this report. Page 17

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE PERKIN-ELMER CORPORATION By /s/ W. B. Sawch William B. Sawch Vice President, General Counsel and Secretary Date: September 12, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated. /s/ Tony L. White September 12, 1997 Tony L. White Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) /s/ Stephen O. Jaeger September 12, 1997 Stephen O. Jaeger Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Ugo D. DeBlasi September 12, 1997 Ugo D. DeBlasi Corporate Controller (Principal Accounting Officer) /s/ Joseph F. Abely, Jr. September 10, 1997 Joseph F. Abely, Jr. Director Page 18

/s/ Richard H. Ayers September 9, 1997 Richard H. Ayers Director /s/ Jean-Luc Belingard September 8, 1997 Jean-Luc Belingard Director /s/ Robert H. Hayes September 10, 1997 Robert H. Hayes Director /s/ Donald R. Melville September 8, 1997 Donald R. Melville Director /s/ Burnell R. Roberts September 5, 1997 Burnell R. Roberts Director /s/ Georges C. St. Laurent, Jr. September 10, 1997 Georges C. St. Laurent, Jr. Director /s/ Carolyn W. Slayman September 5, 1997 Carolyn W. Slayman Director /s/ Orin R. Smith September 9, 1997 Orin R. Smith Director /s/ Richard F. Tucker September 10, 1997 Richard F. Tucker Director Page 19

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors of The Perkin-Elmer Corporation Our audits of the consolidated financial statements referred to in our report dated July 23, 1997, appearing on Page 62 of the 1997 Annual Report to Shareholders of The Perkin-Elmer Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a)2 of this Form 10-K. In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE LLP Stamford, Connecticut July 23, 1997 Page 20

THE PERKIN-ELMER CORPORATION VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE FISCAL YEARS ENDED JUNE 30, 1997, 1996 AND 1995 (Amounts in thousands) ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance at June 30, 1994............................... $7,247 Charged to income in fiscal year 1995.................. 2,086 Deductions from reserve in fiscal year 1995............ (384) Balance at June 30, 1995............................... 8,949 Charged to income in fiscal year 1996.................. 1,090 Deductions from reserve in fiscal year 1996............ (3,194) Balance at June 30, 1996............................... 6,845 (1) Charged to income in fiscal year 1997.................. 1,049 Deductions from reserve in fiscal year 1997............ (2,450) Balance at June 30, 1997............................... $5,444 (1) (1) Deducted in the Consolidated Statements of Financial Position from accounts receivable. SCHEDULE II Page 21

THE PERKIN-ELMER CORPORATION COMPUTATION OF NET INCOME (LOSS) PER SHARE (Dollar amounts in thousands, except per share amounts) <TABLE> <CAPTION> At June 30, 1997 1996 1995 1994 1993 <S> <C> <C> <C> <C> <C> Weighted average number of common shares 43,383 42,720 42,129 43,857 43,780 Common stock equivalents - stock options 1,296 1,027 515 816 1,173 Weighted average number of common shares used in calculating primary earnings per share 44,679 43,747 42,644 44,673 44,953 Additional dilutive stock options under paragraph #42 APB #15 116 137 120 172 97 Shares used in calculating earnings per share - fully diluted basis 44,795 43,884 42,764 44,845 45,050 Calculation of primary and fully diluted earnings per share: PRIMARY AND FULLY DILUTED: Income from continuing operations $ 115,155 $ 13,944 $ 66,877 $ 73,978 $ 24,444 (Loss) Income from discontinued operations - - - (22,851) 1,714 Income before cumulative effect of accounting changes 115,155 13,944 66,877 51,127 26,158 Cumulative effect of accounting changes - - - - (83,098) Net income (loss) used in the calculation of primary and fully diluted earnings per share $ 115,155 $ 13,944 $ 66,877 $ 51,127 $ (56,940) PRIMARY: Per share amounts: Income from continuing operations $ 2.58 $ .32 $ 1.57 $ 1.66 $ .54 (Loss) Income from discontinued operations - - - (.52) .04 Income before cumulative effect of accounting changes 2.58 .32 1.57 1.14 .58 Loss from cumulative effect of accounting changes - - - - (1.85) Net income (loss) $ 2.58 $ .32 $ 1.57 $ 1.14 $ (1.27) FULLY DILUTED: Per share amounts: Income from continuing operations $ 2.57 $ .32 $ 1.56 $ 1.65 $ .54 (Loss) Income from discontinued operations - - - (.51) .04 Income before cumulative effect of accounting changes 2.57 .32 1.56 1.14 .58 Loss from cumulative effect of accounting changes - - - - (1.84) Net income (loss) $ 2.57 $ .32 $ 1.56 $ 1.14 $ (1.26) </TABLE> EXHIBIT 11 Page 22

CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-95451, 33-25218, 33- 44191, 33-50847, 33-50849, 33-58778, and 333-15189) of The Perkin-Elmer Corporation of our report dated July 23, 1997, appearing on page 62 of the Annual Report to Shareholders which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 20 of this Form 10-K. PRICE WATERHOUSE LLP Stamford, Connecticut September 10, 1997 EXHIBIT 23 Page 23

                                                 [CONFORMED COPY]

                        AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT dated as of March 31, 1996 (this "Amendment") to
the Three-Year Credit Agreement dated as of June 1, 1994, as
heretofore  amended  (the  "Agreement")  among  THE  PERKIN-ELMER
CORPORATION (the "Borrower"), the BANKS party thereto (the "Banks")
and  MORGAN  GUARANTY  TRUST  COMPANY OF NEW  YORK,  as Agent  (the
"Agent").

               W I T N E S S E T H :

WHEREAS,  the undersigned parties desire to amend the
definition of "Consolidated EBIT" in Section 1.01 of the Agreement to
eliminate the effect of any separately identified non-recurring non-
cash gains or losses;

NOW, THEREFORE, the undersigned parties agree as follows:

SECTION 1.  Definitions; References.  Unless otherwise
specifically defined herein, each term used herein which is defined in
the Agreement has the meaning assigned to such term in the Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Agreement  shall
from  and  after  the  date  hereof  refer  to  the Agreement as
amended hereby.

SECTION  2.    Definition  of  Consolidated  EBIT.    The
definition of "Consolidated EBIT" in Section 1.01 of the Agreement is
amended to read as follows:

"Consolidated  EBIT"  means,  for  any  period,  the  sum
(without duplication) of (i) net operating income for such period
plus (ii) interest income for such period plus (iii) to the
extent deducted in determining such net operating income, any
non-recurring non-cash losses separately identified on the
Borrower's consolidated statement of operations minus (iv) to the
extent included in determining such net operating income, any
non-recurring non-cash gains separately identified on the
Borrower's   consolidated   statement   of   operations,   all
determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries.

SECTION 3.   Governing Law.   This Amendment  shall  be
governed by and construed in accordance with the laws of the State of
New York.

SECTION 4.  Counterparts; Effectiveness.  This Amendment may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.  This Amendment shall become effective
as of the date hereof when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and all


                        Page 1

the Banks (or, in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received facsimile or other written confirmation from such party of execution of a counterpart hereof by such party). IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE PERKIN-ELMER CORPORATION By /s/ Steven 0. Jaeger Title: Vice President, Chief Financial Officer MORGAN GUARANTY TRUST COMPANY OF NEW YORK By /s/ Penelope J.B. Cox Title: Vice President CITIBANK, N.A. By /s/ James Walsh Title: Attorney-in-fact CREDIT SUISSE By /s/ Lynn Allegaert Title: Member of Senior Management By /s/ Robert B. Potter Title: Member of Senior Management BANQUE NATIONAL DE PARIS By /s/ Richard L. Sted Title: Senior Vice President By /s/ Sophie Revillard Kaufman Title: Vice President Page 2

CHEMICAL BANK By /s/ Ann B. Kerns Title: Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED By /s/ John V. Veltri Title: Senior Vice President WACHOVIA BANK OF GEORGIA, N.A. By /s/ M. Euqene Wood, III Title: Vice President Page 3

                         EMPLOYMENT AGREEMENT



AGREEMENT entered into as of May 7, 1996, between THE
PERKIN-ELMER CORPORATION (the "Company"), a New York
corporation, and DR. MARK C. ROGERS ("Executive"), presently
residing at 33 West Putnam Avenue, 3H, Greenwich, CT  06830.
WHEREAS, the Company desires to employ Executive on the
terms and conditions set forth herein; and
WHEREAS, the Executive desires to render services to the
Company on the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope.
(a) The Company agrees to employ Executive, and Executive
agrees to serve as Senior Vice President of the
Corporation and Chief Technology Officer.  In such
capacities, Executive shall report to the Chairman,
President and Chief Executive Officer of the Company,
and will have corporate-wide responsibilities for
strategic planning, mergers and acquisitions, business
development, technology review and oversight, as well
as integrating new business initiatives into the
Company.
(b) Executive shall devote his full business time,
attention and best efforts to the affairs of the
Company and its subsidiaries during the Term;

                        Page 1

provided, however, that nothing in this Agreement shall preclude Executive from engaging, so long as, in the reasonable determination of the Board, such activities do not interfere with his duties and responsibilities hereunder, in religious, charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property (provided that no such investment may exceed 1% of the equity of any entity, without the prior approval of the Board) or from serving, subject to the prior approval of the Board, as a member of boards of directors or as a trustee of any other corporation, association or entity. The Executive is encouraged to maintain significant outside contacts to include lectures, advisory boards, and consultantships in order to promote the visibility of the Company in health care as long as such activities do not interfere with the Executive's performance of his Company responsibilities. 2. Term of Employment. (a) Executive's term of employment (the "Term") under this Agreement shall commence (the "Commencement Date") as of the date hereof, and terminate (the "Termination Date") on the termination of Executive's employment. Any termination of employment by Executive (other than Page 2

for death, Permanent Disability or Good Reason) may only be made upon 90 days prior written notice to the Company and any termination of employment by Executive for Good Reason may only be made upon 30 days prior written notice to the Company. (b) For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following, other than with the consent of Executive: i) Any failure to continue Executive as Senior Vice President of the Corporation and Chief Technology Officer or any material reduction by the Company of Executive's duties or responsibilities (except in connection with the termination of Executive's employment for Cause, as a result of Permanent Disability, as a result of Executive's death or by Executive other than for Good Reason); ii) a reduction by the Company in Executive's Base Salary or Target Bonus (as herein defined), other than a reduction which is part of a general salary reduction program affecting senior executives of the Company. iii) any material breach by the Company of the provisions of this Agreement; and iv) the Company's requiring the Executive to be based more than fifty miles from Norwalk, Connecticut Page 3

except for required travel on the Company's business to an extent substantially consistent with the business travel obligations of Executive hereunder. (c) For purposes of this Agreement, "Cause" shall mean (i) willful malfeasance or willful misconduct by Executive in connection with his employment, (ii) continuing refusal by Executive to perform his duties hereunder or any lawful direction of the Board of Directors of the Company (other than due to Executive's physical or mental incapacity), after a demand for a substantial performance is delivered to the Executive by the Board which identifies the manner in which the Executive has not performed his duties, (iii) any material breach of this Agreement by Executive, (iv) the willful engaging by the Executive in conduct which is materially injurious to the Company or (v) the indictment of Executive for (A) any felony or (B) a misdemeanor involving moral turpitude. Termination of Executive for Cause shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Directors at a meeting of the Board of Directors of the Company called and held for the purpose (after 30 days prior written notice to Executive and reasonable opportunity Page 4

for Executive to be heard before the Board prior to such vote), finding that in the reasonable judgment of such Board, Executive was guilty of the conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof; provided, however, that with respect to clause (v) herein the Board shall determine in good faith that Executive's indictment is reasonably likely to have a material adverse effect on Executive's ability to perform his duties hereunder as the Senior Vice President of the Company. (d) For purposes of this Agreement, "Permanent Disability" means the absence of the Executive from his duties with the Company on a full-time basis for one hundred and eighty (180) consecutive days as a result of incapacity due to physical or mental illness, such that executive would be entitled to long term disability benefits under the long term disability plan of the Company in effect at such time. 3. Compensation. (a) The Company will pay to Executive a base salary ("Base Salary") at the rate of $375,000 per annum for the period commencing on the beginning of Executive's term of employment hereunder and ending on the Termination Date. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. Any Page 5

increase in Base Salary shall be in the discretion of the Board and, as so increased, shall constitute "Base Salary" hereunder. It is understood that the Company shall review Executive's Base Salary annually, and in light of such review may, in the discretion of the Board of Directors or its Compensation Committee, increase such Base Salary taking into account the Executive's responsibilities, compensation of other executives of the Company and its subsidiaries, increase in salaries of executives of other corporations, performance by the Executive, and other pertinent factors. (b) During the Term, Executive shall be eligible to receive an annual bonus (a "Bonus") in respect of each Fiscal Year of the Company ("Fiscal Year") under, and subject to the terms of, the Company Contingent Compensation Plan (the "Bonus Plan") to the extent not inconsistent with the terms hereof. Executive's target bonus (the "Target Bonus") under the Bonus Plan will be equal to 60 percent of Executive's Base Salary and will be payable in accordance with the provisions of the Bonus Plan; provided, however, that with respect to Fiscal Year 1996, Executive shall receive a Bonus of not less than $37,500. Page 6

4. Stock Arrangements. (a) Upon Executive's commencement of employment with the Company, Executive shall be granted 15,000 shares of restricted stock of the Company ("Restricted Stock") in accordance with terms consistent with the Company's 1993 Stock Incentive Plan for Key Employees. (Company has previously granted all available shares under such plan. Accordingly, the grant to the Executive is conditioned upon approval of the Company's shareholders of a new plan or additional authorization of shares under the Stock Plan. Until such approval, the grant of Restricted Stock will be treated as a "performance unit grant" which is consistent with the terms of Restricted Stock but may not be voted by the Executive.) The Restricted Stock will vest based on the average per share market price for 90 consecutive days of Company common stock as follows: Average Per Share Market Price for 90 Days Vested Percentage $59 33% $66 33% $73 33% (b) As of May 7, 1996, Executive's commencement of employment with the Company, the Company shall grant Page 7

Executive an option (an "Option") to purchase at fair market value on the date of grant 50,000 shares of common stock of the Company under the Stock Plan. The Option shall vest with respect to 50% of the shares subject thereto on each of the first and second anniversaries of the date of grant and shall expire ten years following the date of grant. In addition to the foregoing Option grant, the Company, subject to the approval of the Board, anticipates making annual Option grants to Executive of 25,000 shares per year, when normally granted by the Company, beginning in calendar year 1997. (c) Unless otherwise specified in this Section 4, the terms of all Restricted Stock and Options granted to Executive hereunder, including, without limitation, terms relating to vesting and forfeiture, shall be governed by the Stock Plan. (d) It is understood that Company policy anticipates that Executive will maintain a level of stock ownership in the Company equal to two times Executive's Base Salary. Grants of Restricted Stock under the terms of this Agreement and shares of Company stock acquired upon exercise of an Option shall be credited towards Executive's stock ownership. Executive is expected to Page 8

achieve the foregoing level of stock ownership no later than five years after the date hereof. (e) For purposes only of vesting of Restricted Stock and Options granted hereunder, in the event of Executive's termination of employment his termination date will be the May 7 following the date on which Executive's employment is terminated. 5. Employee Benefits. (a) During the Term, Executive shall be entitled to participate in all employee benefit plans, programs or arrangements ("Benefit Plans") of the Company, in accordance with the terms thereof, as presently in effect or as they may be modified by the Company from time to time, which the Company makes available to senior executives of the Company. (b) During the Term, the Executive shall be entitled to a paid annual vacation of not less than twenty (20) business days during each calendar year and to reasonable sick leave. (c) During the Term, Executive shall receive an automobile allowance of $15,000 per year and the Company shall also reimburse Executive for the reasonable costs of financial planning and tax preparation in accordance with Company policy as in effect from time to time. In addition, Executive shall be entitled, during the Page 9

Term, to any other perquisites and fringe benefits not specifically mentioned herein that are made available to senior executives of the Company, subject to the terms of this Agreement and commensurate with his position with the Company. (d) In addition to receiving credit under the Company's qualified defined benefit plan ("Pension Plan") and the Company's non-qualified Supplemental Retirement Plan and Contingent Compensation Plan for Key Executives (collectively, the "Non-Qualified Plans") for Executive's service with the Company under the terms of this Agreement, the Company shall pay Executive a special supplemental pension benefit equal to the amount which he would receive under the Pension Plan and the Non-Qualified Plans if Executive were credited with thirteen (13) years of service under the Pension Plan and the Non-Qualified Plans. (e) Company shall reimburse Executive for all reasonable costs incurred by Executive in connection with his relocation to Connecticut. At such time as the Executive relocates to Connecticut, Executive shall also receive $150,000 in order to assist in such relocation. If Executive decides to delay selling his residence in North Carolina, he may choose to make use of Company's Home Sale Program (which is commensurate Page 10

with that provided other executives of Company at Executive's level) at any time during the first three years of employment. 6. Severance; Benefits. (a) In the event the Executive's employment is terminated by the Company for reasons other than "Cause" (and not due to death or Permanent Disability), or is terminated by the Executive due to a Good Reason, and the provisions of the Executive's Employment Agreement of even date (entitling Executive to benefits thereunder in the event of a "Change-in-Control" as defined in such agreement (hereinafter referred to as the "Change-in-Control Agreement")) are not applicable to such termination, then the Executive shall be entitled to, in addition to accrued retirement benefits, an annual severance payment at the rate of $150,000 per annum which shall be payable to the Executive until age 65. In the event that the Executive becomes eligible for said severance benefit, the Executive shall have the option to receive such benefit in an accelerated form or a lump sum based on the net present value of such severance benefit at the time of the Executive's eligibility therefor, and using a discount rate of 4% to calculate such amount. The severance benefit under this section 6 shall be in Page 11

lieu of severance under any other severance pay plan of the Company. (b) In the event the Executive's employment terminates, other than for Cause, the Executive's Company provided medical insurance coverage and life insurance coverage shall continue upon the same terms as in effect immediately prior to the Termination Date for a period of up to two (2) years following the Termination Date, and the Executive shall be deemed to be on a leave of absence for such purposes; provided, however, that in the event the Executive obtains employment during such two (2) year period and his employer provides medical and life insurance coverage comparable to that provided hereunder, then such leave of absence shall end and insurance coverage hereunder shall terminate. 7. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement; provided, however, that the Company shall pay the costs of any reasonable legal fees incurred by Executive in good Page 12

faith in enforcing his rights or entitlements under this Agreement if Executive prevails in such enforcement action. 8. Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder. 9. No Obligation to Mitigate Damages. Except as specifically provided in this Agreement, Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments under this Agreement be subject to offset in respect of any amounts which Executive earns or becomes entitled to from any other employer or other person after termination of his employment with the Company. Page 13

10. Amendment. This Agreement may only be amended by written agreement of the parties hereto. 11. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 11 are in addition to the survivorship provisions of any other section of this Agreement. 12. Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of New York, without reference to rules relating to conflicts of law. 13. Effect on Prior Agreements. This Agreement and the Change-in-Control Agreement contain the entire understanding between the parties hereto and supersede in all respects any prior or other agreement or understanding between the Company and Executive. 14. Withholding. The Company shall be entitled to withhold from payment any amount of withholding required by law. 15. Supersession. Notwithstanding any other provision of this Agreement, in the event of a Change in Control of the Company, as defined under the Change in Control Agreement, the provisions of this Agreement shall be superseded by the provisions of the Change in Control Agreement. Page 14

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. THE PERKIN-ELMER CORPORATION By: /s/ Tony L. White Tony L. White Chairman, President and Chief Executive Officer By: /s/ Mark C. Rogers Dr. Mark C. Rogers Page 15






June 3, 1996






Mr. Manuel Baez
3502 Derby Lane
Ft. Lauderdale, FL 33331

Dear Manny:

Subject to the formal election by the Board of Directors, I am pleased to
offer you the position of Senior Vice President of the Corporation and
President, Analytical Instruments Division, reporting to Tony L. White,
Chairman, President and Chief Executive Officer.

Reporting to you in this position will be:
  Dr. David Binkley, Vice President and General Mgr. Organic Div.
  Peter Macintyre, Vice President and General Mgr., Chromatography Div.
  Joseph Malandrakis, Vice President and General Mgr., Inorganic Div.
  Dr. Nino Portolan, Vice President and Managing Director, Europe
  Dr. Luigi Strassorier, Vice President and Managing Director, Far East
  Luis Carmona, General Manager, Latin America

The annual salary for this position is $375,000.  Your salary will be
reviewed by the Management Resources Committee of the Board in September
of each year along with the other officers of the Corporation.  You will
also participate in Perkin-Elmer's Contingent Compensation Plan, which is
our annual bonus plan.  In this program, you will have a targeted annual
bonus opportunity of 60% of your base salary.  The plan provides a range
of bonus payouts from 0 - 90% of salary based upon accomplishment of our
annual financial targets.  For FY 96 you will be guaranteed a minimum
payment of $37,500.  This payment will be made following the Board
meeting in August.




Mr. Manuel Baez
June 3, 1996
Page 2


On your first day of employment, the Management Resources Committee will
formally review our recommendation of a Restricted Stock Award of 15,000
shares of Perkin-Elmer stock.  This grant will vest according to the
following schedule:
 Average Market Price for 90 Days       % Vested
             $59                           33%
             $66                           33%
             $73                           33%

Additionally as each increment is earned, the Board has agreed to accept
a recommendation to "reload" your Restricted Stock Plan with an amount to
be earned against new performance measures.  You will immediately begin
receiving dividends from this award, which under current dividend policy
equals $10,200.

Since we have exhausted our current pool of restricted stock, your grant
will be made by the Board conditional upon shareholder approval at our
Annual Meeting in October.  Until shareholder approval, the grant will be
treated as a performance unit grant which mirrors our restricted stock in
all aspects except that you will not be entitled to vote these shares.

The Board has established ownership guidelines for all officers of the
Corporation and this restricted stock grant, is "credited" towards these
ownership guidelines.  The Management Resources Committee set an
ownership target of two times annual salary for your position.  This
program, initiated last year, allows five years for you to achieve this
target.

Upon your employment, the Management Resources Committee will also
formally review the recommendation to provide you a stock option grant of
50,000 shares of Perkin-Elmer stock.  The option will be valued at the
average market price of the stock on the day of your election.  This
stock option will vest 50% per year over two years and, subject to the
other terms of our stock plan, will expire ten years following the date
of the grant.

In April of each year, the Management Resources Committee considers
recommendations for stock option grants.  Beginning in April 1997, you
will be recommended for an annual stock option grant, which based upon
our current grant practice, would be approximately 25,000 shares.


Mr. Manuel Baez
June 3, 1996
Page 3


As we have discussed, we are designing a divisionalized "Phantom Stock
Option Plan" to provide you with an opportunity to more closely tie the
long-term incentives of your team to the "value creation" which they
accomplish for the Analytical Instruments business.  Likewise, Tony wants
a portion of your long-term incentives tied to the Analytical Instrument
business.  When this "Phantom Stock Option" grant is determined, it will
not be additive but rather will be integrated with Perkin-Elmer stock
options to achieve an equivalent value to your annual Perkin-Elmer stock
option as described above.

Your Option Grants and Restricted Stock Awards will be subject to terms
of Perkin-Elmer's Employee Stock Incentive Plan, a copy of which will be
provided to you.

In our discussions, you raised the issue of your retirement benefit.  We
propose that when you join PE you will be credited with 13 years of past-
service credit for purposes of calculating your benefit.  For purposes of
vesting, we have a five year vesting requirement in our qualified plans
that must remain in place.  However, you will vest immediately in our
non-qualified plan.  If for any reason you resigned before you were
vested in the qualified plan, your total benefit would be derived from
the non-qualified plan.

You will receive a Change of Control Agreement, which applies to all
Executive Officers of the Corporation.  This Agreement provides for three
year salary and bonus continuation in the event of a change of control of
the Corporation and the resulting loss of your position.

In addition to the foregoing, you will receive an annual car allowance of
$15,000, financial planning and tax preparation assistance, and four
weeks annual vacation.  The usual range of benefits is also included as
described in the accompanying summary.

Obviously, we do not want you to experience any financial burden
associated with your move to Connecticut, and the Corporation will bear
all reasonable expenses regarding this move.  As well as our normal
relocation benefits, you will receive a payment of $150,000 at the time
you join the Company in order to assist in your move from Florida.




Mr. Manuel Baez
June 3, 1996
Page 4


Manny, we hope you will accept this offer and join our team at Perkin-
Elmer.  Speaking personally, I believe you will find Perkin-Elmer to be a
company that will provide the career opportunity, professional challenges
and personal rewards which you seek.

Please give me a call if you have any questions or concerns regarding any
of the above issues.  You can reach me at any time at either my office at
203-761-5451 or my home at 203-259-6012.

Sincerely,





/jk





Agreed:  ____________________________
     Manuel Baez






EMPLOYMENT AGREEMENT


  AGREEMENT entered into as of June 20, 1996 between THE
PERKIN-ELMER CORPORATION, a New York corporation having its
principal place of business at Norwalk, Connecticut (the
"Company") and Manuel A. Baez, residing at 3502 Derby Lane,
Ft. Lauderdale, FL  33331 (the "Employee").
  WHEREAS, the Employee has rendered and/or will render
valuable services to the Company and it is regarded essential by
the Company that it have the benefit of Employee's services in
future years; and
  WHEREAS, the Board of Directors of the Company believes
that it is essential that, in the event of the possibility of a
Change in Control of the Company (as defined herein), the
Employee be able to continue his attention and dedication to his
duties and to assess and advise the Board of Directors of the
Company (the "Board") whether such proposals would be in the best
interest of the Company and its shareholders without distraction
regarding any uncertainty concerning his future with the Company;
and
  WHEREAS, the Employee is willing to agree to continue
to serve the Company in the future;
  NOW, THEREFORE, it is mutually agreed as follows:
  1.  Employment.  The Company agrees to employ Employee,
and the Employee agrees to serve as an employee of the Company or
one or more of its subsidiaries after a Change of Control during
the Period of Employment (as those terms are defined in Section 2

                        Page 1

hereof) in such executive capacity as Employee served immediately prior to the Change in Control which caused the commencement of the Period of Employment. The Employee also agrees to serve during the Period of Employment, if elected or appointed thereto, as a Director of the Board of Directors of the Company and as a member of any committee of the Board of Directors. Notwith- standing anything to the contrary herein, the Period of Employment shall not commence and the Employee shall not be entitled to any rights, benefits, or payments hereunder unless and until a Change in Control has occurred. 2. Definitions. (a) Cause. During the Period of Employment, "Cause" means termination upon (i) the willful and continued failure by the Employee to perform substantially his duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive Officer of the Company ("CEO") which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his duties, or (ii) the willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered "willful" unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not Page 2

opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or (ii) of this Section 2(a) and specifying the particulars thereof in detail. (b) Cash Compensation. "Cash Compensation" shall mean the sum of (i) Employee's Base Salary (determined in accordance with the provisions of Section 4(a) hereof) and (ii) Executive's incentive compensation (provided for under Section 4(b) hereof), which shall be an amount equal to the greatest of (x) the average of the amount of Employee's incentive compensation for the last three completed fiscal years immediately prior to the Employee's termination of employment (whether or not such years occurred during the Period of Employment), (y) the target amount of such Page 3

Employee's incentive compensation for the fiscal year in which his termination of employment occurs or (z) the Employee's target amount for the fiscal year in which the Change in Control occurs. (c) Change in Control. "Change in Control" means the occurrence of any of the following: 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 date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; 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 becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company's Common Stock; (ii) 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) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; or (iii) the Page 4

approval by the Company's stockholders of the sale of all or substantially all of the stock or assets of the Company. (d) Disability. "Disability" means the absence of the Employee from his duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of incapacity due to physical or mental illness. (e) Good Reason. During the Period of Employment, "Good Reason" means: (i) an adverse change in the status of the Employee (other than any such change primarily attributable to the fact that the Company may no longer be publicly owned) or position(s) as an officer of the Company as in effect immediately prior to the Change in Control or the assignment to the Employee of any duties or responsibilities which, in his reasonable judgment, are inconsistent with such status or position(s), or any removal of the Employee from or any failure to reappoint or reelect him to such position(s) (except in connection with the termination of the Employee's employment for Cause, Disability, or upon attaining age 65 or upon taking early retirement under any of the Company's retirement plans, or as a result of death or by the Employee other than for Good Reason); (ii) a reduction by the Company after a Change in Control in the Employee's Base Salary; (iii) a material reduction after a Change in Control in the Employee's total annual compensation; provided, however, that for these purposes a reduction for any year of over 10% of Page 5

total compensation measured by the preceding year without a substantially similar reduction to all other executives participating in incentive compensation plans shall be considered "material"; and the failure of the Company to adopt or renew a stock option plan or to grant amounts of restricted stock or stock options, which are consistent with the Company's prior practices, to the Employee shall also be considered a material reduction, unless the Employee participates in substitute programs that provide substantially equivalent economic value to the Employee; (iv) the failure by the Company to continue in effect any Benefit Plan (as hereinafter defined) in which Employee was participating at the time of the Change in Control (or Benefit Plans providing Employee with at least substantially similar benefits) other than as a result of the normal expiration of any such Benefit Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect Employee's continued participation in any such Benefit Plans on at least as favorable a basis to Employee as is the case immediately prior to the Change in Control or which would materially reduce Employee's benefits in the future under any of such Benefit Plans or deprive Employee of any material benefit enjoyed by Employee immediately prior to the Change in Control; (v) the failure by the Company after a Change in Control to provide and credit Employee with the number of paid Page 6

vacation days to which Employee was then entitled in accordance with the Company's normal vacation policy as in effect immediately prior to the Change in Control; or (vi) the Company's requiring the Employee after a Change in Control to be based more than fifty miles from the Employee's principal place of business immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which he undertook on behalf of the Company prior to the Change in Control. (f) Period of Employment. (i) "Period of Employment" means, subject to the provisions of Section 2(f)(ii), the period of thirty-six (36) months commencing on the date of a Change in Control (as defined in Section 2(c) hereof) and the period of any extension or extensions thereof in accordance with the terms of this Section. The Period of Employment shall be extended automatically by one week for each week in which the Employee's employment continues after the date of a Change in Control. (ii) Notwithstanding the provisions of Section 2(f)(i) hereof, the Period of Employment shall terminate upon the occurrence of the earliest of (A) the Employee's attainment of age 65, or the election by the Employee to retire early from the Company under any of its retirement plans, (B) the death of the Employee, (C) the Disability of the Employee or (D) a termination of Employee's employment by the Company for Cause or by the Employee without Good Reason. Page 7

(g) Termination Date. "Termination Date" means the date on which the Period of Employment terminates. 3. Duties During the Period of Employment. While employed by the Company during the Period of Employment, the Employee shall devote his full business time, attention, and best efforts to the affairs of the Company and its subsidiaries; provided, however, that the Employee may engage in other activities, such as activities involving charitable, educational, religious, and similar types of organizations, speaking engagements, membership on the board of directors of other organizations, and similar types of activities to the extent that such other activities do not prohibit the performance of his duties under this Agreement, or inhibit or conflict in any material way with the business of the Company and its subsidiaries. 4. Current Cash Compensation. (a) Base Salary. The Company will pay to the Employee while employed by the Company during the Period of Employment an annual base salary ("Base Salary") in an amount determined by the Board of Directors or its Compensation Committee which shall never be less than the greater of (i) the Employee's Base Salary prior to the commencement of the Period of Employment or (ii) his Base Salary during the preceding year of the Period of Employment; provided, however, that it is agreed between the parties that the Company shall review annually the Employee's Base Salary, and in light of such review may, in the discretion Page 8

of the Board of Directors or its Compensation Committee, increase such Base Salary taking into account the Employee's responsi- bilities, inflation in the cost of living, increase in salaries of executives of other corporations, performance by the Employee, and other pertinent factors. The Base Salary shall be paid in substantially equal biweekly installments while Employee is employed by the Company. (b) Incentive Compensation. While employed by the Company during the Period of Employment, the Employee shall continue to participate in such of the Company's incentive compensation programs for executives as the Employee participated in prior to the commencement of the Period of Employment. Any amount awarded to the Employee under such programs shall be paid to Employee in accordance with the terms thereof. 5. Employee Benefits. (a) Vacation and Sick Leave. The Employee shall be entitled during the Period of Employment to a paid annual vacation of not less than twenty (20) business days during each calendar year while employed by the Company and to reasonable sick leave. (b) Regular Reimbursed Business Expenses. The Company shall reimburse the Employee for all expenses and disbursements reasonably incurred by the Employee in the performance of his duties during the Period of Employment. (c) Employment Benefit Plans or Arrangements. While employed by the Company, Employee shall be entitled to Page 9

participate in all employee benefit plans, programs, or arrangements ("Benefit Plans") of the Company, in accordance with the terms thereof, as in effect from time to time, which provide benefits to senior executives of the Company. For purposes of this Agreement, Benefit Plans shall include, without limitation, any compensation plan such as an incentive, deferred, stock option or restricted stock plan, or any employee benefit plan such as a thrift, pension, profit sharing, pre-tax savings, medical, dental, disability, salary continuation, accident, life insurance plan, or a relocation plan or policy, or any other plan, program, or policy of the Company intended to benefit employees. 6. Termination of Employment. (a) Termination by the Company for Cause or Termination by the Employee Other Than for Good Reason. If during the Period of Employment the Company terminates the employment of the Employee for Cause or if the Employee terminates his employment other than for Good Reason the Company shall pay the Employee (i) the Employee's Base Salary through the end of the month in which the Termination Date occurs, (ii) any incentive compensation payable to him pursuant to Section 4(b) hereof, including a pro rata share for any partial year, (iii) any accrued vacation pay, and (iv) benefits payable to him pursuant to the Company's Benefit Plans as provided in Section 5(c) hereof through the end of the month in which the Termination Date occurs. The amounts and benefits set forth in clauses (i), Page 10

(ii), (iii) and (iv) of the preceding sentence shall hereinafter be referred to as "Accrued Benefits." (b) Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee's employment with the Company without Cause or the Employee terminates his employment with the Company for Good Reason, the Company will pay to Employee all Accrued Benefits and, in addition, pay or provide to the Employee the following: (i) within thirty (30) days after the date of termination, a lump sum equal to the greater of (A) the Employee's Cash Compensation for the remainder of the Period of Employment or (B) two times the Employee's Cash Compensation; (ii) for the greater of two years or the remainder of the Period of Employment immediately following the Employee's date of termination, the Employee and Employee's family shall continue to participate in any Benefit Plans of the Company (as defined in Section 5(c) hereof) in which Employee or Employee's family participated at any time during the one-year period ending on the day immediately preceding Employee's termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for Page 11

such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the date of termination. If such continued participation is not possible, the Company shall provide, at its sole cost and expense, substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee's liability for federal, state and local income taxes on any amounts includible in the Employee's income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) three additional years of service credit under the Company's Non-Qualified Plans and, for purposes of such plans, Employee's final average pay shall be deemed to be his Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock ("Restricted Stock") granted to Employee to become fully vested and any options to purchase Company stock ("Options") granted to Employee to become fully exercisable, and in the event the Company cannot Page 12

effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to Employee (i) with respect to each Option, an amount equal to the product of (x) the number of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of a share of Company common stock on the date of Employee's termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of a share of Company common stock on the date of Employee's termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Employee elsewhere after the date of termination. Notwithstanding any provision herein to the contrary, the benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall only be payable with respect to the period ending upon the earlier of (i) the end of the period specified in each such clause or (ii) Employee's attainment of age 65. 7. Gross-Up. In the event any amounts due to the Employee under this Agreement after a Change in Control, under the terms of any Benefit Plan, or otherwise payable by the Page 13

Company or an affiliate of the Company are subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended ("Excise Taxes"), the Company shall pay to the Employee, in addition to any other payments due under other provisions of this Agreement, an amount equal to the amount of such Excise Taxes plus the amount of any federal, state and local income or other taxes and Excise Taxes attributable to all amounts, including income taxes, payable under this Section 7, so that after payment of all income, Excise and other taxes with respect to the amounts due to the Employee under this Agreement, the Employee will retain the same net after tax amount with respect to such payments as if no Excise Taxes had been imposed. 8. Governing Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the State of Connecticut. If under such laws any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. 9. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company's case, to its Secretary) or seventy-two (72) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail -- addressed, in the Page 14

case of the Employee, to the Employee at Employee's residential address, and in the case of the Company, to its corporate headquarters, attention of the Secretary, or to such other address as the Employee or the Company may designate in writing at any time or from time to time to the other party. In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by telegram, fax or telex. 10. Miscellaneous. This Agreement may be amended only by a subsequent written agreement of the Employee and the Company. This Agreement shall be binding upon and shall inure to the benefit of the Employee, the Employee's heirs, executors, administrators, beneficiaries, and assigns and to the benefit of the Company and its successors. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prevent or interfere with the ability of the Company to terminate the employment of the Employee prior to a Change in Control nor be construed to entitle Employee to be continued in employment prior to a Change in Control and this Agreement shall terminate if Employee or the Company terminates Employee's employment prior to a Change in Control. Similarly, nothing herein shall prevent the Employee from retiring under any of the Company's retirement plans and receiving the corresponding benefits thereunder consistent with the treatment of other Company employees. 11. Fees and Expenses. The Company shall pay all reasonable legal fees and related expenses incurred by the Employee in connection with this Agreement following a Change in Page 15

Control of the Company, including, without limitation, all such fees and expenses, if any, incurred in connection with: (i) contesting or disputing any termination of the Employee's employment hereunder; or (ii) the Employee seeking to obtain or enforce any right or benefit provided by the Agreement. 12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Connecticut by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Employee shall be entitled to be paid as if his or her employment continued during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration pursuant to this Section 12. Page 16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written. THE PERKIN-ELMER CORPORATION By: /s/ Tony L. White Tony L. White Chairman, President and Chief Executive Officer ATTEST: By: /s/ W. B. Sawch William B. Sawch Vice President General Counsel & Secretary ACCEPTED AND AGREED: /s/ Manuel A. Baez Page 17

EMPLOYMENT AGREEMENT


  AGREEMENT entered into as of June 20, 1996 between THE
PERKIN-ELMER CORPORATION, a New York corporation having its
principal place of business at Norwalk, Connecticut (the
"Company") and Dr. Mark C. Rogers, residing at 33 West Putnam
Avenue, 3G, Greenwich, CT  06830 (the "Employee").
  WHEREAS, the Employee has rendered and/or will render
valuable services to the Company and it is regarded essential by
the Company that it have the benefit of Employee's services in
future years; and
  WHEREAS, the Board of Directors of the Company believes
that it is essential that, in the event of the possibility of a
Change in Control of the Company (as defined herein), the
Employee be able to continue his attention and dedication to his
duties and to assess and advise the Board of Directors of the
Company (the "Board") whether such proposals would be in the best
interest of the Company and its shareholders without distraction
regarding any uncertainty concerning his future with the Company;
and
  WHEREAS, the Employee is willing to agree to continue
to serve the Company in the future;
  NOW, THEREFORE, it is mutually agreed as follows:
  1.  Employment.  The Company agrees to employ Employee,
and the Employee agrees to serve as an employee of the Company or
one or more of its subsidiaries after a Change of Control during
the Period of Employment (as those terms are defined in Section 2

                        Page 1

hereof) in such executive capacity as Employee served immediately prior to the Change in Control which caused the commencement of the Period of Employment. The Employee also agrees to serve during the Period of Employment, if elected or appointed thereto, as a Director of the Board of Directors of the Company and as a member of any committee of the Board of Directors. Notwith- standing anything to the contrary herein, the Period of Employment shall not commence and the Employee shall not be entitled to any rights, benefits, or payments hereunder unless and until a Change in Control has occurred. 2. Definitions. (a) Cause. During the Period of Employment, "Cause" means termination upon (i) the willful and continued failure by the Employee to perform substantially his duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive Officer of the Company ("CEO") which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his duties, or (ii) the willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered "willful" unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not Page 2

opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or (ii) of this Section 2(a) and specifying the particulars thereof in detail. (b) Cash Compensation. "Cash Compensation" shall mean the sum of (i) Employee's Base Salary (determined in accordance with the provisions of Section 4(a) hereof) and (ii) Executive's incentive compensation (provided for under Section 4(b) hereof), which shall be an amount equal to the greatest of (x) the average of the amount of Employee's incentive compensation for the last three completed fiscal years immediately prior to the Employee's termination of employment (whether or not such years occurred during the Period of Employment), (y) the target amount of such Page 3

Employee's incentive compensation for the fiscal year in which his termination of employment occurs or (z) the Employee's target amount for the fiscal year in which the Change in Control occurs. (c) Change in Control. "Change in Control" means the occurrence of any of the following: 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 date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; 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 becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company's Common Stock; (ii) 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) shall be, for purposes of this clause (ii), considered as though such person were a member of the Incumbent Board; or (iii) the Page 4

approval by the Company's stockholders of the sale of all or substantially all of the stock or assets of the Company. (d) Disability. "Disability" means the absence of the Employee from his duties with the Company on a full-time basis for one hundred eighty (180) consecutive days as a result of incapacity due to physical or mental illness. (e) Good Reason. During the Period of Employment, "Good Reason" means: (i) an adverse change in the status of the Employee (other than any such change primarily attributable to the fact that the Company may no longer be publicly owned) or position(s) as an officer of the Company as in effect immediately prior to the Change in Control or the assignment to the Employee of any duties or responsibilities which, in his reasonable judgment, are inconsistent with such status or position(s), or any removal of the Employee from or any failure to reappoint or reelect him to such position(s) (except in connection with the termination of the Employee's employment for Cause, Disability, or upon attaining age 65 or upon taking early retirement under any of the Company's retirement plans, or as a result of death or by the Employee other than for Good Reason); (ii) a reduction by the Company after a Change in Control in the Employee's Base Salary; (iii) a material reduction after a Change in Control in the Employee's total annual compensation; provided, however, that for these purposes a reduction for any year of over 10% of Page 5

total compensation measured by the preceding year without a substantially similar reduction to all other executives participating in incentive compensation plans shall be considered "material"; and the failure of the Company to adopt or renew a stock option plan or to grant amounts of restricted stock or stock options, which are consistent with the Company's prior practices, to the Employee shall also be considered a material reduction, unless the Employee participates in substitute programs that provide substantially equivalent economic value to the Employee; (iv) the failure by the Company to continue in effect any Benefit Plan (as hereinafter defined) in which Employee was participating at the time of the Change in Control (or Benefit Plans providing Employee with at least substantially similar benefits) other than as a result of the normal expiration of any such Benefit Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect Employee's continued participation in any such Benefit Plans on at least as favorable a basis to Employee as is the case immediately prior to the Change in Control or which would materially reduce Employee's benefits in the future under any of such Benefit Plans or deprive Employee of any material benefit enjoyed by Employee immediately prior to the Change in Control; (v) the failure by the Company after a Change in Control to provide and credit Employee with the number of paid Page 6

vacation days to which Employee was then entitled in accordance with the Company's normal vacation policy as in effect immediately prior to the Change in Control; or (vi) the Company's requiring the Employee after a Change in Control to be based more than fifty miles from the Employee's principal place of business immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which he undertook on behalf of the Company prior to the Change in Control. (f) Period of Employment. (i) "Period of Employment" means, subject to the provisions of Section 2(f)(ii), the period of thirty-six (36) months commencing on the date of a Change in Control (as defined in Section 2(c) hereof) and the period of any extension or extensions thereof in accordance with the terms of this Section. The Period of Employment shall be extended automatically by one week for each week in which the Employee's employment continues after the date of a Change in Control. (ii) Notwithstanding the provisions of Section 2(f)(i) hereof, the Period of Employment shall terminate upon the occurrence of the earliest of (A) the Employee's attainment of age 65, or the election by the Employee to retire early from the Company under any of its retirement plans, (B) the death of the Employee, (C) the Disability of the Employee or (D) a termination of Employee's employment by the Company for Cause or by the Employee without Good Reason. Page 7

(g) Termination Date. "Termination Date" means the date on which the Period of Employment terminates. 3. Duties During the Period of Employment. While employed by the Company during the Period of Employment, the Employee shall devote his full business time, attention, and best efforts to the affairs of the Company and its subsidiaries; provided, however, that the Employee may engage in other activities, such as activities involving charitable, educational, religious, and similar types of organizations, speaking engagements, membership on the board of directors of other organizations, and similar types of activities to the extent that such other activities do not prohibit the performance of his duties under this Agreement, or inhibit or conflict in any material way with the business of the Company and its subsidiaries. 4. Current Cash Compensation. (a) Base Salary. The Company will pay to the Employee while employed by the Company during the Period of Employment an annual base salary ("Base Salary") in an amount determined by the Board of Directors or its Compensation Committee which shall never be less than the greater of (i) the Employee's Base Salary prior to the commencement of the Period of Employment or (ii) his Base Salary during the preceding year of the Period of Employment; provided, however, that it is agreed between the parties that the Company shall review annually the Employee's Base Salary, and in light of such review may, in the discretion Page 8

of the Board of Directors or its Compensation Committee, increase such Base Salary taking into account the Employee's responsi- bilities, inflation in the cost of living, increase in salaries of executives of other corporations, performance by the Employee, and other pertinent factors. The Base Salary shall be paid in substantially equal biweekly installments while Employee is employed by the Company. (b) Incentive Compensation. While employed by the Company during the Period of Employment, the Employee shall continue to participate in such of the Company's incentive compensation programs for executives as the Employee participated in prior to the commencement of the Period of Employment. Any amount awarded to the Employee under such programs shall be paid to Employee in accordance with the terms thereof. 5. Employee Benefits. (a) Vacation and Sick Leave. The Employee shall be entitled during the Period of Employment to a paid annual vacation of not less than twenty (20) business days during each calendar year while employed by the Company and to reasonable sick leave. (b) Regular Reimbursed Business Expenses. The Company shall reimburse the Employee for all expenses and disbursements reasonably incurred by the Employee in the performance of his duties during the Period of Employment. (c) Employment Benefit Plans or Arrangements. While employed by the Company, Employee shall be entitled to Page 9

participate in all employee benefit plans, programs, or arrangements ("Benefit Plans") of the Company, in accordance with the terms thereof, as in effect from time to time, which provide benefits to senior executives of the Company. For purposes of this Agreement, Benefit Plans shall include, without limitation, any compensation plan such as an incentive, deferred, stock option or restricted stock plan, or any employee benefit plan such as a thrift, pension, profit sharing, pre-tax savings, medical, dental, disability, salary continuation, accident, life insurance plan, or a relocation plan or policy, or any other plan, program, or policy of the Company intended to benefit employees. 6. Termination of Employment. (a) Termination by the Company for Cause or Termination by the Employee Other Than for Good Reason. If during the Period of Employment the Company terminates the employment of the Employee for Cause or if the Employee terminates his employment other than for Good Reason the Company shall pay the Employee (i) the Employee's Base Salary through the end of the month in which the Termination Date occurs, (ii) any incentive compensation payable to him pursuant to Section 4(b) hereof, including a pro rata share for any partial year, (iii) any accrued vacation pay, and (iv) benefits payable to him pursuant to the Company's Benefit Plans as provided in Section 5(c) hereof through the end of the month in which the Termination Date occurs. The amounts and benefits set forth in clauses (i), Page 10

(ii), (iii) and (iv) of the preceding sentence shall hereinafter be referred to as "Accrued Benefits." (b) Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee's employment with the Company without Cause or the Employee terminates his employment with the Company for Good Reason, the Company will pay to Employee all Accrued Benefits and, in addition, pay or provide to the Employee the following: (i) within thirty (30) days after the date of termination, a lump sum equal to the greater of (A) the Employee's Cash Compensation for the remainder of the Period of Employment or (B) two times the Employee's Cash Compensation; (ii) for the greater of two years or the remainder of the Period of Employment immediately following the Employee's date of termination, the Employee and Employee's family shall continue to participate in any Benefit Plans of the Company (as defined in Section 5(c) hereof) in which Employee or Employee's family participated at any time during the one-year period ending on the day immediately preceding Employee's termination of employment, provided that (a) such continued participation is possible under the terms of such Benefit Plans, and (b) the Employee continues to pay contributions for Page 11

such participation at the rates paid for similar participation by active Company employees in similar positions to that held by the Employee immediately prior to the date of termination. If such continued participation is not possible, the Company shall provide, at its sole cost and expense, substantially identical benefits to the Employee plus pay an additional amount to the Employee equal to the Employee's liability for federal, state and local income taxes on any amounts includible in the Employee's income by virtue of the terms of this Section 6(b)(ii) so that Employee does not have to personally pay any federal, state and local income taxes by virtue of the terms of this Section 6(b)(ii); (iii) three additional years of service credit under the Company's Non-Qualified Plans and, for purposes of such plans, Employee's final average pay shall be deemed to be his Cash Compensation for the year in which the date of termination occurs; (iv) the Company shall take all reasonable actions to cause any Company restricted stock ("Restricted Stock") granted to Employee to become fully vested and any options to purchase Company stock ("Options") granted to Employee to become fully exercisable, and in the event the Company cannot Page 12

effect such vesting or acceleration within sixty (60) days, the Company shall pay within thirty (30) days thereafter to Employee (i) with respect to each Option, an amount equal to the product of (x) the number of unvested shares subject to such Option, multiplied by (y) the excess of the fair market value of a share of Company common stock on the date of Employee's termination of employment, over the per share exercise price of such Option and (ii) with respect to each unvested share of Restricted Stock an amount equal to the fair market value of a share of Company common stock on the date of Employee's termination of employment. Except as provided in the following sentence, the amounts payable to the Employee under this Section 6(b) shall be absolutely owing and shall not be subject to reduction or mitigation as a result of employment of the Employee elsewhere after the date of termination. Notwithstanding any provision herein to the contrary, the benefits described in clauses (i), (ii) and (iii) of this Section 6(b) shall only be payable with respect to the period ending upon the earlier of (i) the end of the period specified in each such clause or (ii) Employee's attainment of age 65. 7. Gross-Up. In the event any amounts due to the Employee under this Agreement after a Change in Control, under the terms of any Benefit Plan, or otherwise payable by the Page 13

Company or an affiliate of the Company are subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended ("Excise Taxes"), the Company shall pay to the Employee, in addition to any other payments due under other provisions of this Agreement, an amount equal to the amount of such Excise Taxes plus the amount of any federal, state and local income or other taxes and Excise Taxes attributable to all amounts, including income taxes, payable under this Section 7, so that after payment of all income, Excise and other taxes with respect to the amounts due to the Employee under this Agreement, the Employee will retain the same net after tax amount with respect to such payments as if no Excise Taxes had been imposed. 8. Governing Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the State of Connecticut. If under such laws any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. 9. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company's case, to its Secretary) or seventy-two (72) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail -- addressed, in the Page 14

case of the Employee, to the Employee at Employee's residential address, and in the case of the Company, to its corporate headquarters, attention of the Secretary, or to such other address as the Employee or the Company may designate in writing at any time or from time to time to the other party. In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by telegram, fax or telex. 10. Miscellaneous. This Agreement may be amended only by a subsequent written agreement of the Employee and the Company. This Agreement shall be binding upon and shall inure to the benefit of the Employee, the Employee's heirs, executors, administrators, beneficiaries, and assigns and to the benefit of the Company and its successors. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prevent or interfere with the ability of the Company to terminate the employment of the Employee prior to a Change in Control nor be construed to entitle Employee to be continued in employment prior to a Change in Control and this Agreement shall terminate if Employee or the Company terminates Employee's employment prior to a Change in Control. Similarly, nothing herein shall prevent the Employee from retiring under any of the Company's retirement plans and receiving the corresponding benefits thereunder consistent with the treatment of other Company employees. 11. Fees and Expenses. The Company shall pay all reasonable legal fees and related expenses incurred by the Employee in connection with this Agreement following a Change in Page 15

Control of the Company, including, without limitation, all such fees and expenses, if any, incurred in connection with: (i) contesting or disputing any termination of the Employee's employment hereunder; or (ii) the Employee seeking to obtain or enforce any right or benefit provided by the Agreement. 12. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Connecticut by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Employee shall be entitled to be paid as if his or her employment continued during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration pursuant to this Section 12. Page 16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written. THE PERKIN-ELMER CORPORATION By: /s/ Tony L. White Tony L. White Chairman, President and Chief Executive Officer ATTEST: By: /s/ W. B. Sawch William B. Sawch Vice President General Counsel & Secretary ACCEPTED AND AGREED: /s/ Mark C. Rogers Page 17

THE PERKIN-ELMER CORPORATION

1993 DIRECTOR STOCK PURCHASE AND DEFERRED
COMPENSATION PLAN

(as amended June 19, 1997)


1. OBJECTIVE OF THE PLAN.

 The Perkin-Elmer Corporation 1993 Director Stock
Purchase and Deferred Compensation Plan (the "Plan") is
established effective October 21, 1993 for the benefit of
directors of The Perkin-Elmer 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
Subparagraph 5.3.

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

 2.3  "Common Stock" shall mean shares of the
common stock, par value $1.00 per share, of the
Corporation.

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


                            A-1

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 "Stock Price" shall mean the simple average of the high and low sales prices of a share of Common Stock 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 Common 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 Common Stock for the Plan on such date. 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 Common Stock. Fifty percent (50%) of the Fees of each Participant payable on and after the Effective Date, shall be applied to the purchase of Common Stock or, if deferred pursuant to Subparagraph 5.1, credited as Common Stock Units, at the Stock Price on the Fees Payment Date. To the extent not deferred pursuant to Subparagraph 5.1, whole shares of Common 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 Common Stock. A-2

4.2 Election to Receive Fees in Common 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 Common Stock pursuant to Section 4.1 or which are not deferred pursuant to Subparagraph 5.1, applied to the purchase of Common Stock at the Stock Price on the Fees Payment Date. Whole shares of Common 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 Common Stock. A Participant may amend or terminate an election under this Subparagraph 4.2 by written notice to the Corporate Secretary. Such amendment or termination shall be effective as of the next Fees Payment Date followingthe date of delivery of such notice to the Corporate Secretary. 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 Subparagraph 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 Subparagraph 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 Paragraph 5. 5.4 Investment of Deferrals. Except as provided in the next sentence, deferrals shall be credited to a Participant's Account in Common Stock Units. With respect to that portion of his or her deferrals under the Plan which are not subject to Subparagraph 4.1, the Participant may elect under the procedures set forth in Subparagraph 4.2 that such deferrals be credited to his or her Account in dollar or Common Stock Units. 5.5 Amounts Credited to Accounts. (a) Investment in Common Stock Units. To the extent the deferral of a Participant's Fees is deemed invested in Common Stock Units, such amounts shall A-3

be credited to his or her Account in the following manner: on the Fees Payment Date to which the deferral election applies, the amount deferred shall be converted into a number of Common Stock Units by dividing the amount of Fees payable by the Stock Price as of such date. The quotient, which shall be expressed in whole or fractional Common Stock Units to the nearest one/one hundredth (1/100th), shall be credited to the Participant's Account as of such date. Whenever cash dividends are paid with respect to shares of Common Stock, each Participant's Account shall be credited on the payment date of such dividend with additional Common Stock Units (including fractional units to the nearest one/one hundredth (1/100th)) equal in value to the amount of the cash dividend paid on a single share of Common Stock multiplied by the number of Common Stock Units (including fractional units) credited to a Participant's Account as of the date of record for dividend purposes. For purposes of crediting dividends, the value of a Common Stock Unit shall be the Stock Price as of the payment date of the dividend. The number of Common Stock Units credited to each Participant's Account shall be appropriately adjusted and modified upon the occurrence of any stock split, stock dividend or stock consolidation affecting the Common Stock. In the event of a merger, consolidation or an acquisition involving more than 50% of the issued and outstanding shares of Common Stock, the Board of Directors shall have the authority to amend the Plan to provide for the conversion of Common Stock Units credited to Participants' Accounts into units equal to shares of stock of the resulting or acquiring company (or a related company), as appropriate, if such stock is publicly traded or, if not, into cash of equal value on the date of merger, consolidation or acquisition. If pursuant to the preceding sentence cash is credited to Participants' Accounts, income shall be credited thereon from the date such cash is received to the date of distribution at the rate determined pursuant to Subparagraph 5.5(b). If units representing publicly traded stock of the resulting or acquired company (or a related company) are credited to Participants' Accounts, dividends shall be credited thereto in the same manner as dividends are credited on Common Stock Units credited to such Accounts. (b) Deferrals in Cash. To the extent not deemed invested in Common Stock Units pursuant to Subparagraph 5.5(a), the Account of a Participant will be credited with the dollar amount of the Participant's deferrals as of the Fees Payment Date. Subject to Subparagraph 5.9, interest shall be credited thereon from the date such cash is received to the date of distribution quarterly, at the end of each calendar quarter, at a rate per annum (computed on the basis of a 360 day year and a 91 day quarter) equal to the prime rate announced publicly by Citibank, N.A. at the end of such calendar quarter. 5.6 Distribution of Deferral Account. Subject to Subparagraph 5.9, distributions of a Participant's Account under the Plan shall be made as follows: A-4

(a) if a Participant has elected to defer his or her Fees to a specified date in the future, payment shall be as of such date and shall be made or shall commence, as the case may be, within thirty (30) days after the date specified; (b) if a Participant has elected to defer his or her Fees until cessation of his or her service as a member of the Board of Directors, payment shall be as of the date of such cessation of service and shall be made or shall commence, as the case may be, within thirty (30) days after the cessation of the Participant's service as a director; and (c) if a Participant has elected to defer his or her Fees until the end of the calendar year in which the cessation of his or her service as a member of the Board of Directors occurs, payment shall be made or commence, as the case may be, on or before December 31st of such year. 5.7 Payment Upon Death. Notwithstanding any elections pursuant to Subparagraphs 5.2 and/or 5.8 hereof, but subject to Subparagraph 5.9 hereof, in the event of the death of the Participant prior to the distribution of his or her Account hereunder, the balance credited to such Participant's Account as of the date of his or her death shall be paid, as soon as reasonably possible thereafter, in a single distribution to the Participant's beneficiary or beneficiaries designated on such Participant's deferral election form. If no such election or designation has been made, such amounts shall be payable to the Participant's estate. 5.8 Form of Payment. Subject to Subparagraph 5.9, a participant may elect to have his or her Account under the Plan paid in a single distribution or equal annual installments, not to exceed 10 annual installments. To the extent a Participant's Account is deemed invested in Common Stock Units, such Common Stock Units shall be converted to Common Stock on the distribution date as provided in the next paragraph. To the extent deemed invested in units of any other stock, such units shall similarly be converted and distributed in the form of stock. To the extent invested in a medium other than Common Stock Units or other units, each such distribution hereunder shall be in the medium credited to the Participant's Account. To the extent a Participant's Account is deemed invested in Common Stock Units, a single distribution shall consist of the number of whole shares of Common Stock equal to the number of Common Stock Units credited to the Participant's Account on the date as of which the distribution occurs. Cash shall be paid to a Participant in lieu of a fractional share, determined by reference to the Stock Price on the date as of which the distribution occurs. In the event a Participant has elected to receive annual installment payments, each such payment shall be determined as follows: A-5

(i) To the extent his or her Account is deemed to be invested in Common Stock Units, each such payment shall consist of the number of whole shares of Common Stock equal to the number of Common Stock Units (including fractional units) credited to the Participant's Account on the date as of which the distribution occurs, divided by the number of annual installments remaining as of such distribution date. Cash shall be paid to Participants in lieu of fractional shares, determined by reference to the Stock Price on the date as of which the distribution occurs. (ii) To the extent his or her Account has been credited in cash, each such payment shall be calculated by dividing the value on the date the distribution occurs of that portion of the Participant's Account which is in cash by the number of annual installments remaining as of such distribution date. Each Participant or beneficiary agrees that prior to any distribution under the Plan, he or she will make such representations and execute such documents as are deemed by the Board of Directors to be necessary to comply with applicable laws. 5.9 Split-Dollar Arrangements. Notwithstanding anything to the contrary contained herein, in the event that the Company has paid any premiums under any life insurance policies purchased in accordance with the terms of any split-dollar insurance agreement between a Participant and the Company, the Company shall have no obligation hereunder to make any distribution to such Participant of that portion of the balance of such Participant's Account credited in cash pursuant to Subparagraph 5.6 or 5.7 equal to the amount of such premiums, or to credit any interest on such portion of such Account pursuant to Subparagraph 5.5(b), unless and until such time as the Company shall be reimbursed in full for the amount of such premium payments. At such time as the Company shall have been reimbursed in full for the amount of such premium payments, the balance of such Participant's Account so credited in cash shall be distributed as follows: (i) if such Participant is on the date of such reimbursement in full a Participant in the Plan, then in accordance with his or her election pursuant to Subparagraphs 5.2 and 5.8, and (ii) if such Participant is not a Participant in the Plan on the date of such reimbursement, then in a single distribution as soon as reasonably possible after such date. 6. ADMINISTRATION OF THE PLAN. The Board of Directors shall administer the Plan. The Board of Directors shall have plenary authority in its discretion to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to it; to determine the terms of Fees deferral agreements executed and delivered under the Plan, including such terms and provisions as shall be requisite in the judgment of the Board of Directors to conform to any change in any law or regulation applicable thereto; and to make all other determinations deemed A-6

necessary or advisable for the administration of the Plan. The Board of Directors' determination on the foregoing matters shall be conclusive. 7. TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors may at any time terminate the Plan or make such modification or amendment of the Plan as it shall deem advisable; provided, however, that no amendment may be made, without the approval by the holders of Common Stock, which would (i) materially increase the benefits accruing to Participants under the Plan, (ii) increase the maximum number of shares reserved for issuance under the Plan, or (iii) amend the requirements as to the class of persons eligible to participate in the Plan and, provided further, that no modification or amendment of the Plan shall reduce any amount already credited to a Participant's Account as of the effective date of such modification or amendment. This Plan may be amended without shareholder approval in order to ensure that this Plan, in form and operation, complies with regulations issued under Section 16 of the Securities Exchange Act of 1934. In no event may Paragraphs 3, 4 and 5 of the Plan be amended more than once every six months other than to comport with changes in the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended. 8. STOCK RESERVED FOR THE PLAN. One hundred thousand (100,000) shares of authorized but unissued Common Stock are reserved for issuance and may be issued pursuant to the terms of the Plan. In lieu of such unissued shares, the Corporation may, in its discretion, transfer to Participants under the terms of the Plan treasury shares, reacquired shares or shares bought in the market for the purposes of the Plan, provided that (subject to the provisions of the next paragraph) the total number of shares which may be granted or sold pursuant to Awards granted under the Plan shall not exceed 100,000. In the event of any changes in the outstanding Common Stock by reason of stock dividends, split-ups, spin-offs, recapitalizations, mergers, consolidations, combinations or exchanges of shares and the like, the aggregate number and class of shares available under the Plan shall be appropriately adjusted. 9. NO INTEREST IN ASSETS. No Participant or any other person shall have any interest in any specific asset of the Corporation by reason of any amount credited to him or her hereunder, nor any right to receive any distribution under the Plan except as and to the extent expressly provided in the Plan. There shall be no funding of any benefits which may become payable hereunder. No trust shall be created by the execution or adoption of this Plan or be A-7

required to be created inconnection herewith. Any amounts which become payablehereunder shall be paid from the general assets of theCorporation. Nothing in the Plan shall be deemed to give any member of the Board of Directors any right to participate in the Plan, except in accordance with the provisions of the Plan. 10. RESTRICTION AGAINST ASSIGNMENT. The Corporation shall pay all amounts payable hereunder only to the person or persons designated by the Plan as Participant or beneficiary, as appropriate, and not to any other person or corporation. No part of a Participant's Account shall be liable for the debts, contracts or engagements of any Participant, his or her beneficiaries or successors in interest, nor shall it be subject to execution by levy, attachment or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber or assign any benefits or payments hereunder in any manner whatsoever. 11. GOVERNMENT REGULATIONS. The Plan, and the deferral of Fees and purchase of Common Stock thereunder, and the obligation of the Corporation to issue, sell and deliver shares, as applicable, under the Plan, shall be subject to all applicable laws, rules and regulations. 12. GOVERNING LAW. This Plan shall be construed, regulated and administered under the internal laws of the State of Connecticut. 13. SHAREHOLDER APPROVAL. This Plan shall be without force and effect unless approved by the Corporation's shareholders. A-8

THE PERKIN-ELMER CORPORATION
DIVISION LONG-TERM INCENTIVE PLAN


1.  Purpose of the Plan.
The purpose of the Plan is to motivate and retain key
division employees in order to further the long-term growth
of The Perkin-Elmer Corporation (the "Company"), a New York
corporation, by offering long-term incentives in the form of
"Value Units," the value of which is related to the growth
in financial performance measures of the Company's operating
divisions.

2.  Administration of the Plan.
 (a)  The Plan shall be administrated by the Management
Resources Committee of the Board of Directors of the Company
(the "Committee") in accordance with the terms of the Plan.
(b)  Subject to the express provisions of the Plan, the
Committee shall have exclusive power to interpret the Plan;
to establish and review rules and regulations relating to
the Plan; to select the employees to be granted Value Units
(the "Participants"); to determine the number of Value Units
to be granted to each Participant; to determine the terms
and conditions applicable to the grant of Value Units and
the time or times when Value Units will be awarded; and to
make all other determinations with respect to the operation
of the Plan and the grant and terms of Value Units.
Decisions and determinations by the Committee shall be final
and binding upon all persons having an interest in the Plan.

3.  Eligibility.
Individual Participants in the Plan shall be selected
from regular full-time employees of the Company's operating
divisions, including, without limitation, the Applied
Biosystems Division and the Analytical Instruments Division
(each a "Division").

                        Page 1

4. Awards of Value Units. (a) Awards of Value Units under the Plan may be made by the Committee at any time during the term of the Plan and, when made in accordance with the terms of the Plan, shall be credited to an Account to be maintained by the Company for each Participant. The Account of a Participant shall be the sole and exclusive record of Value Units granted to him or her under the Plan for all purposes. The award of Value Units under the Plan shall not entitle the recipient to any voting rights, any rights to receive dividends or distributions, or any other rights of a shareholder of the Company or any other entity. (b) An award of Value Units under the Plan shall be evidenced by a written instrument signed on behalf of the Company and delivered to the Participant and shall indicate the number of Value Units awarded and state that any payments with respect to such Value Units shall remain subject to all of the terms and conditions of the Plan. Under no circumstances shall any award of Value Units under the Plan be effective or binding on the Company unless and until such written instrument evidencing such award has been so signed on behalf of the Company and delivered to the Participant. (c) Notwithstanding anything to the contrary contained herein, the maximum number of Value Units that may be granted with respect to any Division in any Performance Cycle (as hereinafter defined) shall be 500,000. 5. Vesting and Termination of Value Units. (a) A Participant's right to obtain payment of the Unit Amount (as hereinafter defined) of the Value Units awarded to him or her under the Plan with respect to a Performance Cycle shall, except as provided in Section 7, 8, or 9 below, vest as to fifty percent (50%) of such Value Units on the last day of such Performance Cycle and as to the remaining fifty percent (50%) of such Value Units on the first anniversary of the such date. (b) Except as otherwise provided in the Plan, all Value Units and all rights of a Participant to receive payment of the Unit Amount of Value Units shall terminate on the Page 2

earlier of (i) termination of the Participant's employment, or (ii) such other date as may be specified in any award agreement entered into between the Participant and the Company. 6. Valuation of Value Units and Award Pool. (a) The Committee shall establish one or more performance cycles, each representing three consecutive fiscal years over which the Unit Amount of a Value Unit shall be accrued (each a "Performance Cycle"). (b) For each of the three fiscal years in a Performance Cycle, the Company shall, as soon as practicable following receipt of the Company's audited financial statements for such year, establish a reserve on the books of the Company for each Division (the "Award Pool") equal to the sum of: (i) Ten percent (10%) of the increase in such Division's EBIT (as hereinafter defined) over the highest prior fiscal year's EBIT for such Division; plus (ii) Five percent (5%) of the increase in such Division's Operating Cash Flow (as hereinafter defined) over the highest prior fiscal year's Operating Cash Flow for such Division. (c) Notwithstanding the provisions of Section 6(b) above, for the Performance Cycle beginning on July 1, 1996, any funding of the Award Pool for a Division shall be based upon the increase of such Division's EBIT and Operating Cash Flow over the highest prior fiscal year's EBIT and Operating Cash Flow for such Division. For fiscal year 1997 only, the percentage of the increase of a Division's EBIT contributed to the Award Pool shall be fifteen percent (15%) and the percentage of the increase in a Division's Operating Cash Flow contributed to the Award Pool shall be ten percent (10%). (d) At the end of each Performance Cycle, the Committee shall increase or decrease the aggregate amount of the Award Pool established for each Division based on the application of a multiplier to such Award Pool. The multiplier for each Division shall be established by the Committee at the beginning of the Performance Cycle based upon Page 3

three-year point-to-point compound annual growth rate in each Division's EBIT and Operating Cash Flow. (e) The value of each Value Unit awarded with respect to a Division for a Performance Cycle (the "Unit Amount") shall be equal to the aggregate amount of such Division's Award Pool for such Performance Cycle divided by 500,000. (f) For the purpose of the Plan: (i) "EBIT" means the earnings of the applicable Division before interest income (or expense) and income taxes, including all directly managed Division operations and a portion of the cost of shared service activities provided to the Division, and (ii) "Operating Cash Flow" means the amount of cash generated or consumed by the applicable Division, including EBIT, plus those expenses included in EBIT which did not require a current year outlay of cash (e.g., depreciation or amortization of assets), increased/reduced by current year additions to fixed assets, net changes in assets and liabilities directly managed or in support of the Division, and a share of the Company's income tax liability. The Committee shall make a determination of Division EBIT and Operating Cash Flow for each Performance Cycle based on the Company's audited financial statements. The Committee may revise such definitions at any time and from time to time in such manner as it determines, in its sole discretion, to be necessary or appropriate. (g) The value of each Value Unit awarded under this Plan shall be determined in good faith by the Committee at least once annually as soon as practicable following the receipt of the Company's audited financial statements for the immediately preceding fiscal year. The Committee's determination of such value shall be final and binding on all persons having an interest in the Plan. 7. Payment Terms During Normal Employment. (a) Payment of the aggregate Unit Amount of vested Value Units shall, in the discretion of the Committee, be made to Participants in cash, common stock of the Company (the "Common Stock"), or a combination thereof within 90 days after the date Page 4

of vesting. Notwithstanding theforegoing, if payment is to be made in shares of Common Stock, or a combination of such shares and cash, any such issuance of shares of Common Stock may be made subject to the condition that the Participant accept such restrictionson voting rights and transferability of the shares as the Committee, in its sole discretion, shall determine. (b) Notwithstanding the provisions of Section 7(a) above, to the extent otherwise permissible under the terms of any deferred compensation plan then offered by the Company, Participants may elect at least six months prior to the end of a Performance Cycle to defer payment of all or a portion of the dollar value of the aggregate Unit Amount of vested Value Units payable with respect to such Performance Cycle under the terms of such plan. 8. Payment Terms Following Termination of Employment. (a) In the event that a Participant's employment is terminated for reasons other than death, total and permanent disability, or retirement, all non-vested Value Units awarded to such Participant shall terminate automatically, and the Participant shall have no right to receive or to cause the Company to make any payment for or in respect of such Value Units; provided, however, that in the event that a Participant's employment is so terminated after the end of a Performance Cycle but prior to the payment of the Unit Amount of any vested Value Units awarded to such Participant with respect to such Performance Cycle, such Participant shall be entitled to receive payment with respect to fifty percent of such Value Units within 90 days after the end of the Performance Cycle, and such Participant shall thereafter have no right to receive or to cause the Company to make any payment for or in respect of such Value Units or any remaining Value Units. (b) In the event that a Participant's employment is terminated for reasons of death, total and permanent disability, or retirement, such Participant shall be entitled to receive payment in respect of all Value Units that were held by such Participant immediately prior to the date of such Participant's death, total and permanent disability, or retirement. Such payment shall be made in a single lump sum payment within 90 days after the end of the Performance Cycle without regard to the vesting provisions of Section 7 hereof. Page 5

9. Payment Terms Following a Change in Control. Notwithstanding any other provision of the Plan, all Value Units awarded with respect to a Division shall immediately vest in full in the event (a) of the sale or other disposition by the Company of all or substantially all of the assets of such Division, other than a sale or other disposition to an affiliate (as defined under Rule 144 of the Securities Act of 1933, as the same may be amended from time to time) of the Company, (b) that a tender offer or exchange offer (other than an offer by the Company) for the Common Stock is made by any "person" within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Act"), and not withdrawn within ten (10) days after the commencement thereof; provided, however, that the Committee may by action taken prior to the end of such ten (10) day period extend such ten (10) day period for up to a period of ninety (90) days after the commencement of such tender offer or exchange offer; and, provided further, that the Committee may by further action taken prior to the end of such extended period declare all Value Units vested in full, or (c) of a Control Event with respect to the Company. For purposes of the Plan, a "Control Event" means 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 of the Plan, pursuant to Section 13 or 15(d) of the Act; provided, however, that, without limitation, such a Control Event shall be deemed to have occurred at such time as (i) any "person" within the meaning of Section 14(d) of the Act becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Common Stock, (ii) 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 shareholders 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 Page 6

such nomination) 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 shareholders of the sale of all or substantially all of the stock or assets of the Company (each of the events specified in clauses (a), (b), or (c) above being herein referred to as a "Change in Control"). The Unit Amount of each Value Unit vested in accordance with this Section 9 shall be paid to Participants as soon as practicable following the date of the Change in Control based upon the applicable Award Pool as of the date of the Change in Control as if such date were the last day of the Performance Cycle and the multiplier to be applied pursuant to Section 6(d) hereof shall be based on the point-to-point compound annual growth rate in the applicable Division's EBIT and Operating Cash Flow through the most recently completed fiscal year. The Committee may adopt such procedures as may be necessary to effectuate the acceleration of the vesting of the Value Units as described above. 10. Miscellaneous. (a) The Company shall have the right to deduct from all payments under the Plan any taxes required by law to be withheld with respect to such payments. (b) The Plan is intended and at all times shall be an unfunded and unsecured deferred compensation plan that is limited to key management employees of the Company. Any payments made under the Plan shall be paid from the general funds of the Company, and no provision shall at any time be made with respect to segregating assets of the Company for such payment hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of a right to receive any payment or benefit under the Plan, and any such Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. (c) Notwithstanding anything to the contrary contained in the Plan or otherwise, the Company shall not be obligated to pay the Unit Amount of any Value Unit to the extent that the aggregate amount payable would cause the Company to violate any law or Page 7

violate or breach any term of any loan, credit, or any other material agreement of the Company or to which it or any of its assets are bound or subject. If any payments are precluded from being made by reason of the first sentence of this Section 10(c), such payments otherwise due shall be made on a pro rata basis as and to the extent such applicable laws or agreements shall permit. 11. Payments at Discretion of Committee. The Committee may, in its discretion, vest all or a portion of a Participant's Value Units and permit the payment of the aggregate Unit Amount of such Value Units to Participants under circumstances other than those set forth in Sections 7, 8, or 9 above. 12. Non-Transferability/Certain Limitations. (a) A Participant's rights and interests under the Plan may not be assigned, pledged, hypothecated, or otherwise transferred, either voluntarily or by operation of law, and shall not be subject to execution, attachment or similar process. In the case of a Participant's death, payment of the aggregate Unit Amount of vested Value Units of such Participant due under the Plan shall be made to his or her designated beneficiary, or in the absence of such designation, in accordance with the laws of descent and distribution. (b) No employee or other person shall have any claim or right to be granted an award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any division thereof. 13. Amendment and Termination. The Committee may at any time terminate the Plan, or amend any terms hereof with respect to awards not theretofore granted, provided that no such action shall adversely affect in any material manner any right or obligation with respect to any award theretofore granted without the consent of the recipient thereof. 14. Effective Date and Termination of the Plan. The Plan shall be effective as of July 1, 1996, and shall remain in effect until terminated by the Committee. Page 8

THE PERKIN-ELMER CORPORATION

PERFORMANCE UNIT BONUS PLAN



1.   Purpose of the Plan.

 The purpose of The Perkin-Elmer Corporation Performance
Unit Bonus Plan (the "Plan") is to increase shareholder
value and to advance the interests of The Perkin-Elmer
Corporation and its subsidiaries (collectively, the
"Corporation") by providing financial incentives designed to
attract, retain, and motivate key employees of the
Corporation.


2.   Definitions.

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

 2.1  "Cause" means (a) willful malfeasance or willful
misconduct by the employee in connection with his or her
employment, (b) continuing refusal by the employee to
perform his or her duties at the Corporation or any lawful
direction by either the Board of Directors or the Chief
Executive Officer of the Corporation (other than due to the
employee's physical or mental incapacity), after a demand
for substantial performance is delivered to the employee
which identifies the manner in which the employee has not
performed his or her duties, (c) the willful engaging by the
employee in conduct which is materially injurious to the
Corporation, or (d) the indictment of the employee for any
felony or misdemeanor involving moral turpitude.

2.2  "Committee" means the Management Resources
Committee of the Board of Directors of the Corporation, or
any successor thereto or committee designated thereby.

 2.3  "Common Stock" means the common stock, par value
$1.00 per share, of the Corporation.

 2.4  "Good Reason" means the occurrence of any of the
following, other than with the employee's consent:  (a) a
reduction of 10% or more by the Corporation in the
employee's base salary without a substantially similar
reduction to all other executives of comparable level to the
employee, (b) any material breach by the Corporation of its
contractual obligations to the employee, and (c) the
Corporation's requiring the employee to be based more than
50 miles from his or her then principal place of employment
with the Corporation without the employee's consent, except
for required travel on the Corporation's business to an
extent substantially consistent with the business travel
obligations of the employee.


                        Page 1

2.5 "Participant" means a employee to whom an award of Performance Units has been granted under the Plan. 2.6 "Stock Incentive Plan" means The Perkin-Elmer Corporation 1996 Stock Incentive Plan, as the same may be amended from time to time. 2.7 "Stock Price Targets" means the stock price targets applicable to a series of Performance Units established by the Committee at the time of such award. For purposes hereof, a stock price target shall be deemed attained at such time as the fair market value (as defined in the Stock Incentive Plan) of a share of Common Stock averages such stock price target over a period of 90 consecutive calendar days. 2.8 "Unit Value" means the value of a Performance Unit as determined pursuant to Section 4. 2.9 "Vesting Period" means the vesting period applicable to a series of Performance Units established by the Committee at the time of such award. 3. Administration of the Plan. The Committee shall have plenary authority in its discretion, but subject to the express provisions of the Plan, to administer the Plan. The Committee shall also have plenary authority in its discretion to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, and to make any and all other determinations and take any and all actions deemed necessary or advisable for the administration of the Plan. The Committee's determination on the foregoing matters shall be conclusive and binding. 4. Awards of Performance Units. At the time of grant of stock options under the Stock Incentive Plan, the Committee may grant to any employee to whom options have been so granted such number of Performance Units up to the number of stock options so granted. Performance Units may be granted in one or more series, each series containing such terms and conditions consistent with the Plan as the Committee shall determine. The term of each Performance Unit shall be the term of the related stock option, subject to earlier termination as hereinafter provided, and the Unit Value of each Performance Unit shall be the purchase price of the related option. Each Performance Unit granted hereunder shall be evidenced by an agreement containing such terms and conditions consistent with the Plan as the Committee shall determine. Page 2

5. Conditions to Payment of Performance Units. A Participant's right to receive payment of the Unit Value of Performance Units awarded to him or her shall, except as provided below, be subject to the attainment of the Stock Price Targets and satisfaction of the Vesting Period applicable to such Performance Units. Performance Units shall not be affected by any change of duties or position so long as the holder thereof continues to be an employee of the Corporation. 6. Payment of Performance Units. 6.1 Terms of Payment. Payment of the aggregate Unit Value of Performance Units shall be made to Participants as soon as practicable following the satisfaction of the applicable Stock Price Targets and Vesting Period and shall, in the discretion of the Committee, be made in cash, Common Stock, or a combination thereof. Notwithstanding the foregoing, if payment is to be made in shares of Common Stock, or a combination of such shares and cash, any such issuance of shares of Common Stock may be made subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale, or transfer of shares of Common Stock. 6.2 Deferrals. Notwithstanding the provisions of Section 6.1 above, to the extent otherwise permissible under the terms of any deferred compensation plan then offered by the Corporation, and subject to the terms thereof, a Participant may elect to defer payment of the dollar value of the Unit Value payable with respect to any Performance Units. 7. Payment Upon Termination of Employment. 7.1 Termination of Employment Prior to Attainment of Stock Price Targets. In the event that the employment of a Participant shall terminate for any reason prior to any Stock Price Targets having been attained, all Performance Units granted to such Participant shall immediately terminate without the payment of any consideration therefor. 7.2 Termination of Employment Following Attainment of Stock Price Targets. In the event that the employment of a Participant shall terminate following the attainment of one or more applicable Stock Price Targets but prior to satisfaction of the applicable Vesting Period, the Performance Units corresponding to such Stock Price Targets shall be payable as follows: 7.2.1 Termination by Participant Other than for Good Reason or by the Corporation For Cause. In the event of termination of employment by Participant due to Participant's choice, such choice not being supported by Good Reason, or due to the Corporation's terminating said employment for Cause, then Page 3

all Performance Units granted to such Participant shall immediately terminate without the payment of any consideration therefor. 7.2.2 Termination by Participant for Good Reason or by the Corporation Other than For Cause. In the event of termination of employment by Participant for Good Reason or by the Corporation other than for Cause, then the Performance Units as to which the Stock Price Targets have been attained as of the date of such termination shall be paid to the Participant at such time as payment of the Unit Value of the Performance Units would otherwise be made pursuant to Section 6.1 hereof. 7.2.3 Termination Upon Retirement, Death, or Disability. In the event of termination of employment due to retirement from the Corporation in accordance with the terms of any qualified pension plan provided by the Corporation, or if a Participant shall die while employed by the Corporation or become totally and permanently disabled, then the Performance Units as to which the Stock Price Targets have been attained as of the date of such termination shall be paid to the Participant at such time as payment of the Unit Value of the Performance Units would otherwise be made pursuant to Section 6.1 hereof. 8. Rights as a Shareholder. A Participant shall not be entitled to any rights or privileges of a shareholder of the Corporation, except that such Participant shall be entitled to receive dividend equivalents if, as and when paid on shares of Common Stock; provided, however, that, except as otherwise provided by the Committee, Participants shall not be entitled to receive dividend equivalents on more than one series of Performance Units at any one time. For purposes of the payment of such dividend equivalent, each Performance Unit shall be deemed equivalent to one share of Common Stock (subject to adjustment as provided below). 9. Acceleration Upon a Change of Control. Notwithstanding any other provision of the Plan or any Performance Unit granted hereunder, all Stock Price Targets shall be deemed attained and all Vesting Periods satisfied (i) in the event that a tender offer or exchange offer (other than an offer by the Corporation) for the Common Stock is made by any "person" within the meaning of Section 14(d) of the Act and not withdrawn within ten (10) days after the commencement thereof; provided, however, that the Committee may by action taken prior to the end of such ten (10) day period extend such ten (10) day period for up to a period of ninety (90) days after the commencement of such tender offer or exchange offer; and, provided further, that the Committee may by further action taken prior to the end of such extended Page 4

period declare all Stock Price Targets to have been attained and all Vesting Periods to have been satisfied, or (ii) in the event of a Change in Control (as hereinafter defined). For purposes of this Section 9, a "Change in Control" means 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 of the Plan, pursuant to Section 13 or 15(d) of the Act; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (a) any "person" within the meaning of Section 14(d) of the Act becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Common Stock, (b) during any two-year period, individuals who constitute the Board of Directors (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 Corporation's shareholders 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 Corporation in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this clause (b), considered as though such person were a member of the Incumbent Board, or (c) the approval by the Corporation's shareholders of the sale of all or substantially all of the stock or assets of the Corporation. The Committee may adopt such procedures as to notice and exercise as may be necessary to effectuate the acceleration of the payment of the Unit Value of Performance Units as described above. 10. Performance Units Not Transferable. Performance Units may not be sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any way by the recipient thereof. Any attempt to sell, pledge, assign, or transfer such rights shall be void and unenforceable against the Corporation or any affiliate. 11. Time of Granting Performance Units. Nothing contained in the Plan or in any resolution adopted by the Board of Directors or the holders of Common Stock shall constitute the grant of any Performance Units hereunder. A Performance Unit shall be deemed to have been granted on the date on which the name of the recipient and the terms of the Performance Unit are set forth in an Agreement and delivered to the recipient, unless otherwise provided in the Agreement. Page 5

12. No Right to Continued Employment. Nothing contained in the Plan shall confer upon any employee the right to continue in the employ of the Corporation or any subsidiary or interfere with the right of the Corporation or such subsidiary to terminate such employee's employment at any time. 13. Adjustment Upon Changes in Capitalization. Notwithstanding any other provision of the Plan, in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, combinations or exchanges of shares, corporate separations or divisions (including, but not limited to, split-ups, split-offs, or spin-offs), reorganizations (including, but not limited to, mergers or consolidations), liquidations, or other similar events, the aggregate number of Performance Units granted under the Plan and the dividend equivalent payments payable thereon shall be adjusted in such manner as the Committee in its discretion deems appropriate. 14. Termination and Amendment of the Plan; Amendment of Awards. The Board of Directors may terminate the Plan at any time or make such modification or amendment to the Plan as it shall deem advisable. The Committee may amend the terms of any award of Performance Shares granted hereunder, including, without limitation, to permit the payment of the Unit Value of any Performance Units to Participants under circumstances other than those set forth in Section 7 above; provided, however, that no such amendment shall adversely affect in any material manner any right of any Participant without his or her consent. 15. Miscellaneous. 15.1 Withholding for Taxes. The Corporation shall have the right to deduct from all payments under the Plan, or withhold from any distribution of shares of Common Stock under the Plan, any taxes required by law to be withheld with respect to such payments. 15.2 Unfunded Status. The Plan is intended and at all times shall be an unfunded and unsecured deferred compensation plan that is limited to key management and other highly-compensated employees of the Corporation. Any payments made under the Plan shall be paid from the general funds of the Corporation, and no provision shall at any time be made with respect to segregating assets of the Corporation for such payment hereunder. No Participant or other person shall have any interest in any particular assets of the Corporation by reason of a right to receive any payment or benefit under the Plan, Page 6

and any such Participant or other person shall have only the rights of a general unsecured creditor of the Corporation with respect to any rights under the Plan. 15.3 Compliance with Laws. Notwithstanding anything to the contrary contained in the Plan or otherwise, the Corporation shall not be obligated to pay the Unit Amount of any Performance Unit to the extent that the aggregate amount payable would cause the Company to violate any law or violate or breach any term of any loan, credit, or any other material agreement of the Corporation or to which it or any of its assets are bound or subject. If any payments are precluded from being made by reason of the first sentence of this Section 15.3, such payments otherwise due shall be made on a pro rata basis as and to the extent such applicable laws or agreements shall permit. 15.4 Governing Law. The Plan shall be construed, regulated, and administered under the internal laws of the State of Connecticut. Page 7

PERFORMANCE UNITS GRANTED JUNE 26, 1997 Series A Performance Units Stock Price Targets: $80.00 with respect to 33.33% of Performance Units $87.00 with respect to 33.33% of Performance Units $94.00 with respect to 33.34% of Performance Units Vesting Period: Three years after date of grant Series B Performance Units Stock Price Targets: $101.00 with respect to 33.33% of Performance Units $108.00 with respect to 33.33% of Performance Units $115.00 with respect to 33.34% of Performance Units Vesting Period: Earlier of (a) six years after the date of grant or (b) three years after the date all Stock Price Targets applicable to the Series A Performance Units have been attained. Page 8

                    The Perkin-Elmer Corporation
                      Estate Enhancement Plan
                            Agreement

This Agreement is hereby entered into between The Perkin-
Elmer Corporation (the "Corporation") and ________________
(the "Assignees"), as the Assignees of
_____________________ (the "Participant"), to be effective
_______________, pursuant to Participant's election for
coverage under The Perkin-Elmer Corporation Estate
Enhancement Plan (the "Plan").  Assignees and Corporation
hereby certify, acknowledge and agree as follows:

1. Corporation and Assignees shall cause to be issued by
the Insurer a Survivorship Policy (the "Policy")
insuring the lives of Participant and his spouse
pursuant to the provisions of the Plan.

2. The Policy shall be owned by Corporation as provided in
the Plan.

3. The Policy shall be a Stag Last Survivor Flexible
Premium Variable Life Insurance Policy issued by
Hartford Life Insurance Company with an "Option B" death
benefit and an initial face amount of $___________.

4. The Policy's effective date shall be _____________.

5. Subject to the terms of the Plan, Corporation agrees to
pay premiums as directed by Assignees.

6. Assignees have read and understand the provisions of the
Plan, and agree that all terms and conditions specified
in the Plan are hereby incorporated by reference as
though fully set forth herein and form a part of this
Agreement.


                        Page 1

THE PERKIN-ELMER CORPORATION By: ____________________ ______________________________ Name of Assignee Signature of Assignee ______________________________ Date Address of Assignee: ______________________________ ______________________________ ______________________________ ______________________________ Consent and Acknowledgment of Participant: The undersigned Participant has elected to participate in the Plan and has read and understands the terms of the Plan and this Agreement, consents to the terms of this Agreement and agrees to be bound by and subject to the terms of this Agreement to the same extent as if Participant had been a party to this Agreement. ______________________________ ______________________________ Date Signature Page 2

The Perkin-Elmer Corporation Estate Enhancement Plan Death Benefit Agreement THIS AGREEMENT is hereby entered into as of the _______ day of _______________, by and between THE PERKIN- ELMER CORPORATION (the "Corporation") , and _______________, (the "Director"). W I T N E S S E T H T H A T: WHEREAS, the Director is a member of the Corporation's Board of Directors; and WHEREAS, the Director wishes to provide a death benefit for certain beneficiaries in the event of his/her death; and WHEREAS, the Corporation is willing to provide such death benefit in recognition of the Director's service as a member of the Corporation's Board of Directors; and WHEREAS, the Director and the Corporation wish to provide the terms and conditions upon which the Corporation will provide such death benefit. NOW, THEREFORE, the parties agree as follows: Section 1. Terms. The following terms shall have the meaning specified in this Section. 1.1 "Excess Equity Value" means the amount, if any, by which the Corporation's share of the death benefit received under the Insurance Policy exceeds the cumulative premiums paid by the Corporation with respect to the Insurance Policy. 1.2 "Insurance Policy" means the policy of life insurance insuring the Director and Director's spouse, which is described in Exhibit A attached hereto. 1.3 "Director's Beneficiary" shall mean the beneficiary selected to receive the death benefit in accordance with Section 3 hereof. Page 1

Section 2. Death Benefit Obligation and Payment. Upon the second to die of the Director and the Director's spouse, the Corporation shall pay a death benefit (the "Death Benefit") to the Director's Beneficiary within thirty (30) days of the receipt by the Corporation of the proceeds of the Insurance Policy, equal to the Excess Equity Value. Section 3. Election of Beneficiary. The Director shall select a beneficiary or beneficiaries to receive the Death Benefit by completing Exhibit B hereto. [Once such beneficiary has been designated, such designation is irrevocable.] Section 4. Unsecured General Creditor. Notwithstanding anything herein to the contrary, the Corporation's obligation to pay the Death Benefit shall be that of an unfunded and unsecured promise of the Corporation to pay money in the future and the Corporation shall not be under any obligation to apply the proceeds of the Insurance Policy in satisfaction of the obligation under Section 2 above. Neither the Director nor the Director's designated beneficiary or beneficiaries shall have any rights in the Insurance Policy or any other property or assets of the Corporation. Section 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Section 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Director, and their respective legal representatives, executors, administrators, heirs, beneficiaries, and permitted successors, assigns, and transferees. Section 7. Amendment. This Agreement may not be amended, altered or modified except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated excepted as provided herein. Section 8. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Page 2

IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the date first written above. By: _____________________________________ Its: _____________________________________ ______________________________________________ [Director] Page 3

EXHIBIT A DESCRIPTION OF INSURANCE POLICY Insurer Policy Number Face Amount Date of Issue Page 1

EXHIBIT B THE PERKIN-ELMER CORPORATION DEATH BENEFIT AGREEMENT BENEFICIARY DESIGNATION FORM All payments required to be made under Section 2 of the DEATH BENEFIT AGREEMENT between The Perkin-Elmer Corporation and ________________ shall be made to the following person(s): Name of designated beneficiary: ____________________________ Address of designated beneficiary: ____________________________ ____________________________ If the above-designated beneficiary does not survive me, the payments will be made to the following successor beneficiary: Name of designated beneficiary: ____________________________ Address of designated beneficiary: ____________________________ ____________________________ ____________________________ Signature of Director ____________________________ Date Designation Form was received by the Secretary of the Company on _________________________. ____________________________ Secretary Page 2


The Perkin-Elmer Corporation
Deferred Compensation Plan
Master Plan Document

Effective October 1, 1996

TABLE OF CONTENTS Page Purpose..............................................................1 ARTICLE 1............................................................1 ARTICLE 2............................................................6 2.1 Selection by Committee...........................................6 2.2 Enrollment Requirements..........................................6 2.3 Eligibility; Commencement of Participation.......................7 2.4 Termination of Participation and/or Deferrals....................7 ARTICLE 3............................................................7 3.1 Minimum Deferral.................................................7 3.2 Maximum Deferral.................................................8 3.3 Election to Defer; Effect of Election Form.......................8 3.4 Withholding of Deferral Amounts..................................9 3.5 Interest Crediting Prior to Distribution.........................9 3.6 Interest Crediting for Installment Distributions.................9 3.7 FICA and Other Taxes.............................................9 3.8 Vesting.........................................................10 ARTICLE 4...........................................................10 4.1 Short-Term Payout...............................................10 4.2 Other Benefits Take Precedence Over Short-Term Payout...........11 4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.....................................................11 4.4 Withdrawal Election.............................................11 ARTICLE 5...........................................................11 5.1 Retirement Benefit..............................................11 5.2 Payment of Retirement Benefit...................................11 5.3 Death Prior to Completion of Retirement Benefit.................12 ARTICLE 6...........................................................12 6.1 Pre-Retirement Survivor Benefit.................................12 6.2 Payment of Pre-Retirement Survivor Benefit......................12 ARTICLE 7...........................................................13 7.1 Termination Benefit.............................................13 7.2 Payment of Termination Benefit..................................13 i ARTICLE 8...........................................................13 8.1 Beneficiary.....................................................13 8.2 Beneficiary Designation; Change; Spousal Consent................13 8.3 Acknowledgment..................................................14 8.4 No Beneficiary Designation......................................14 8.5 Doubt as to Beneficiary.........................................14 8.6 Discharge of Obligations........................................14 ARTICLE 9...........................................................14 9.1 Paid Leave of Absence...........................................14 9.2 Unpaid Leave of Absence.........................................14 ARTICLE 10..........................................................15 10.1 Termination....................................................15 10.2 Amendment......................................................15 10.3 Plan Agreement.................................................16 10.4 Effect of Payment..............................................16 ARTICLE 11..........................................................16 11.1 Committee Duties...............................................16 11.2 Agents.........................................................16 11.3 Binding Effect of Decisions....................................16 11.4 Indemnity of Committee.........................................17 11.5 Employer Information...........................................17 ARTICLE 12..........................................................17 12.1 Coordination with Other Benefits...............................17 ARTICLE 13..........................................................17 13.1 Presentation of Claim..........................................17 13.2 Notification of Decision.......................................17 13.3 Review of a Denied Claim.......................................18 13.4 Decision on Review.............................................18 13.5 Legal Action...................................................19 ii ARTICLE 14..........................................................19 14.1 Establishment of the Trust.....................................19 14.2 Interrelationship of the Plan and the Trust....................19 14.3 Distributions From the Trust...................................19 ARTICLE 15..........................................................20 15.1 Status of Plan.................................................20 15.2 Unsecured General Creditor.....................................20 15.3 Employer's Liability...........................................20 15.4 Nonassignability...............................................20 15.5 Not a Contract of Employment...................................20 15.6 Furnishing Information.........................................21 15.7 Terms..........................................................21 15.8 Captions.......................................................21 15.9 Governing Law..................................................21 15.10 Notice........................................................21 15.11 Successors....................................................22 15.12 Spouse's Interest.............................................22 15.13 Validity......................................................22 15.14 Incompetent...................................................22 15.15 Court Order...................................................22 15.16 Distribution in the Event of Taxation.........................22 15.17 Trust.........................................................23 15.18 Insurance.....................................................23 15.19 Legal Fees To Enforce Rights After Change in Control..........23 iii THE PERKIN-ELMER CORPORATION DEFERRED COMPENSATION PLAN Effective October 1, 1996 Purpose The purpose of this 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 The Perkin-Elmer Corporation, a New York corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. ARTICLE 1 Definitions For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account Balance" shall mean the Deferral Account balance. The Account Balance 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 this Plan. 1.2 "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. 1.3 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary and Annual Bonus that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, death or a 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. 1.4 "Base Annual Salary" shall mean (i) for the first Plan Year of the Plan itself, the annual rate of salary paid to a Participant for employment services rendered, after reduction for compensation voluntarily deferred or contributed by the Participant Page 1

pursuant to all other qualified or non-qualified plans under Code Sections 125, 401(k), 402(e)(3), 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 employment 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(e)(3), 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 this Plan upon the death of a Participant. 1.6 "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. 1.7 "Board" shall mean the board of directors of the Company. 1.8 "Change in Control" shall mean the occurrence of any of the following: 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; 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 becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company's Common Stock; (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) 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. 1.9 "Claimant" shall have the meaning set forth in Section 13.1 Page 2

1.10 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. 1.11 "Committee" shall mean the committee described in Article 11. 1.12 "Company" shall mean The Perkin-Elmer Corporation, a New York corporation, and any successor to all or substantially all of the Company's assets or business. 1.13 "Crediting Rate" shall mean, for each Plan Year, an interest rate, stated as an annual rate, determined and announced by the Committee before the Plan Year for which it is to be used that is equal to the applicable "Moody's Rate." The Moody's Rate for a Plan Year shall be an interest rate, stated as an annual rate, that (i) is published in Moody's Bond Record under the heading of "Moody's Corporate Bond Yield Averages-Av. Corp," and (ii) is equal to the average corporate bond yield calculated for the month of September that immediately precedes the Plan Year for which the rate is to be used. 1.14 "Deduction Limitation" shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are "subject to the Deduction Limitation" under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited with interest in accordance with Section 3.5 below, even if such amount is an installment payment. The amounts so deferred and interest thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control. Page 3

1.15 "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) interest credited in accordance with all the applicable interest crediting provisions of this Plan that relate to the Participant's Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Deferral Account. This 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 the Participant, or his or her designated Beneficiary, pursuant to this Plan. 1.16 "Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. 1.17 "Employee" shall mean a person who is an employee of any Employer. 1.18 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. 1.19 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. 1.20 "401(k) Plan" shall mean that certain Employee Savings Plan effective August 1, 1967 adopted by the Company. 1.21 "Participant" shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an Account Balance under the Plan, even 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. 1.22 "Plan" shall mean the Company's Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time. Page 4

1.23 "Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agree- ment executed by a Participant and the Participant's Employer shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant. 1.24 "Plan Year" shall, for the first Plan Year, begin on October 1, 1996, and end on December 31, 1996. For each Plan Year thereafter, the Plan Year shall begin on January 1 of each year and continue through December 31. 1.25 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6. 1.26 "Retirement", "Retires" 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 earlier of the attainment of (a) age sixty-five (65) or (b) age fifty- five (55) with five (5) Years of Service. 1.27 "Retirement Benefit" shall mean the benefit set forth in Article 5. 1.28 "Short-Term Payout" shall mean the payout set forth in Section 4.1. 1.29 "Termination Benefit" shall mean the benefit set forth in Article 7. 1.30 "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. Page 5

1.31 "Trust" shall mean the trust established pursuant to that certain Master Trust Agreement between the Company and the trustee named therein, as amended from time to time. 1.32 "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. 1.33 "Years of Plan Participation" shall mean the total number of full Plan Years a Participant has been a Participant in the Plan prior to his or her Termination of Employment (determined without regard to whether deferral elections have been made by the Participant for any Plan Year). Any partial year shall not be counted. Notwithstanding the previous sentence, a Participant's first Plan Year of participation shall be treated as a full Plan Year for purposes of this definition, even if it is only a partial Plan Year of participation. 1.34 "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 of employment 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 hiring and that, for any subsequent year, commences on an anniversary of that hiring date. Any partial year of employment shall not be counted. 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. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all prior to 30 days after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary. Page 6

2.3 Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the required 30 day period, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents. 2.4 Termination of Participation and/or Deferrals. 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, 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 Participant's then Account Balance as a Termination Benefit and terminate the Participant's participation in the Plan. In addition, 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. 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/Interest Crediting/Taxes 3.1 Minimum Deferral (a) Minimum. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, one or more of the following forms of compensation in the following minimum amounts for each deferral elected: Minimum Deferral Amount Base Annual Salary $2,000 Annual Bonus $5,000 Page 7

If an election is made for less than stated minimum amounts, or if no election is made, the amount deferred shall be zero. (b) Short Plan Year. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum Base Annual Salary deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12. 3.2 Maximum Deferral. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus up to the following maximum percentages for each deferral elected: Minimum Deferral Amount Base Annual Salary 50% Annual Bonus 100% Notwithstanding the foregoing: (i) for the first Plan Year of the Plan itself, a Participant may elect to defer up to 100% of his or her Base Annual Salary earned after September 30, 1996; and (ii) if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the later of September 30, 1996 or the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance. 3.3 Election to Defer; Effect of Election Form. (a) First Plan Year. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.3 above) and accepted by the Committee. (b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures before the end of the Plan Year preceding the Plan Year Page 8

for which the election is made, a new Election Form. If no Election Form is timely delivered for a Plan Year, no Annual Deferral Amount shall be withheld for that Plan Year. 3.4 Withholding of Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant. 3.5 Interest Crediting Prior to Distribution. Prior to any distribution of benefits under Articles 4, 5, 6 or 7, interest shall be credited and compounded annually on a Participant's Deferral Account as though the Annual Deferral Amount for that Plan Year was withheld at the beginning of the Plan Year. However, if a Participant's commencement of participation in the Plan is other than the first day of the Plan Year, then interest crediting for the Annual Deferral Amount shall commence as of the date that the Participant commences participation in the Plan. The rate of interest for crediting shall be the Crediting Rate, except as otherwise provided in this Plan, which rate shall be treated as the nominal rate for crediting interest. In the event of Retirement, death or Termination of Employment prior to the end of a Plan Year, the basis for that year's interest crediting will be a fraction of the full year's interest, based on the number of full months that the Participant was employed with the Employer during the Plan Year prior to the occurrence of such event. If a distribution is made under this Plan, for purposes of crediting interest up to the time of the distribution, the Participant's Account Balance shall be reduced as of the first day of the month in which the distribution is made. 3.6 Interest Crediting for Installment Distributions. If a Participant's benefits under this Plan are to be paid in substantially equal monthly installments, such payments shall be determined by amortizing the Participant's specified benefit over the number of months elected, using the interest rate specified below and treating the first installment payment as all principal and each subsequent installment payment, first as interest accrued for the applicable installment period on the unpaid Account Balance and second as a reduction in the Account Balance. The interest rate to be used to calculate installment payment amounts shall be a fixed interest rate that is equal to the Crediting Rate for the Plan Year in which installment payments commence. This rate shall be treated as the nominal rate for making such calculations. 3.7 FICA and Other Taxes. (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's Page 9

Employer(s) shall withhold from that portion of the Participant's Base Annual Salary and/or Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.7. (b) Distributions. The Participant's Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust. 3.8 Vesting. A Participant shall be 100% vested in his or her Deferral Account at all times. ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election 4.1 Short-Term Payout. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a future "Short-Term Payout" from the Plan with respect to that Annual Deferral Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount plus interest credited on that amount in the manner provided in Section 3.5 above. Subject to the Deduction Limitation and the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid within 60 days of the first day of any Plan Year designated by the Participant that is at least 3 years after the first day of the Plan Year in which the Annual Deferral Amount is actually deferred. Page 10

4.2 Other Benefits Take Precedence Over Short-Term Payout. Should an event occur that triggers a benefit under Article 5, 6 or 7, any Annual Deferral Amount, plus interest 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 shall be paid in accordance with the other applicable Article. 4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be 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 Account Balance, calculated as if such Participant were receiving a Termination Benefit, 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 made within 60 days of the date of approval. The payment of any amount under this Section 4.2 shall not be subject to the Deduction Limitation. 4.4 Withdrawal Election. A Participant may elect, at any time, to withdraw all of his or her Account Balance, calculated as if there had occurred a Termination of Employment as of the day of the election, less a withdrawal penalty equal to 10% of such amount (the net amount shall be referred to as the "Withdrawal Amount"). This election can be made at any time before or after Retirement or Termination of Employment, and whether or not the Participant is in the process of being paid pursuant to an installment payment schedule. No partial withdrawals of the Withdrawal Amount shall be allowed. The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The Participant shall be paid the Withdrawal Amount within 60 days of his or her election. Once the Withdrawal Amount is paid, the Participant's participation in the Plan shall terminate and the Participant shall not be eligible to participate in the Plan in the future. The payment of this Withdrawal Amount shall not be subject to the Deduction Limitation. ARTICLE 5 Retirement Benefit 5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance. 5.2 Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or in substantially equal monthly payments (the latter determined in accordance with Section 3.6 above) over a period of 60, 120 or 180 months. Page 11

The Participant may annually change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least 3 years prior to the Participant's Retirement and is accepted by the Committee in its sole discretion. The Election Form 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, no later than 60 days after the date the Participant Retires. Any payment made shall be subject to the Deduction Limitation. 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 (a) over the remaining number of months and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (b) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. ARTICLE 6 Pre-Retirement Survivor Benefit 6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance, if the Participant dies before he or she Retires or experiences a Termination of Employment. 6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form whether the Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary in a lump sum or in substantially equal monthly payments (the latter determined in accordance with Section 3.6 above) over a period of 60, 120 or 180 months. The Participant may annually change this election to an allowable alternative payout period by submitting a new Election Form to the Committee, which form shall be accepted by the Committee in its sole discretion. The Election Form 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 an election with respect to the payment of the Pre- Retirement Survivor Benefit, then such benefit shall be paid in a lump sum. Despite the foregoing, payment of the Pre-Retirement Survivor Benefit may be made in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date the Committee is provided with proof Page 12

that is satisfactory to the Committee of the Participant's death. Any payment made shall be subject to the Deduction Limitation. ARTICLE 7 Termination Benefit 7.1 Termination Benefit. Subject to the Deduction Limitation, a Participant who experiences a Termination of Employment prior to his or her Retirement or death shall receive, as a Termination Benefit, his or her Account Balance. 7.2 Payment of Termination Benefit. If the Participant's Account Balance at the time of his or her Termination of Employment is less than $25,000, payment of his or her Termination Benefit shall be paid in a lump sum. If his or her Account Balance at such time is equal to or greater than that amount, the Committee, in its sole discretion, may cause the Termination Benefit to be paid in a lump sum or in substantially equal monthly installment payments over a period of time that does not exceed five years in duration (the latter determined in accordance with Section 3.6 above). The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date of the Participant's Termination of Employment. Any payment made shall be subject to the Deduction Limitation. 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 to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 8.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. 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 Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. Page 13

8.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted 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, 8.2 and 8.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the 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 this 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 this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. 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 shall be excused from making deferrals 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. If no election was made for that Plan Year, no deferral shall be withheld. Page 14

ARTICLE 10 Termination, Amendment or Modification 10.1 Termination. Although the Employers anticipate that they will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan, at any time, with respect to its participating Employees by the actions of its board of directors. Upon the termination of the Plan with respect to any Employer, the Plan Agreements of the affected Participants who are employed by that Employer, shall terminate and their Account Balances, determined as if they had experienced a Termination of Employment 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 in monthly installments for up to 15 years, with interest credited during the installment period as provided in Section 3.6. 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 by paying the present value equivalent of such payments, using the Crediting Rate for the Plan Year in which the termination occurs as the discount rate, in a lump sum or pursuant to an accelerated payment schedule (provided that, the present value of all payments that will have been received by a Participant at any given point in 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 with respect to any or all Employers by the actions of the Company's board of directors; provided, however, that no amendment or modification shall modify the obligation of the Company to pay benefits under the Plan in a lump sum upon termination of the Plan following a Change in Control, and no amendment or modification shall be effective to decrease or restrict the value of a Participant's Account Balance 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. 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 present value equivalent of such Page 15

payments, using the Crediting Rate for the Plan Year of the amendment or modification as the discount rate, in a lump sum or pursuant to a different payment schedule (provided that, the present value of all payments that will have been received by a Participant at any given point in 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). 10.3 Plan Agreement. Despite the provisions of Sections 10.1 and 10.2 above, if a Participant's Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions in accordance with any limitations or requirements imposed with respect to the amendment or termination of such benefits, or in any case, with the consent of the Participant. 10.4 Effect of Payment. The full payment of the applicable benefit under Section 4.4 or Articles 5, 6 or 7 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant's Plan Agreement shall terminate. ARTICLE 11 Administration 11.1 Committee Duties. This 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 this 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 this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company. 11.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to 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. Page 16

11.4 Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, and any Employee to whom duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, 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, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circum- stances 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. 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. The claim must state with particularity the determination desired 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: Page 17

(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 deci- sion 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. Page 18

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 this Plan. ARTICLE 14 Trust 14.1 Establishment of the Trust. The Company shall establish the Trust, and the Employers may transfer over to the Trust such assets as the Employers determine, in their sole discretion, are necessary to provide, on a present value basis, for their respective future liabilities created with respect to the Annual Deferral Amounts and interest credited for those amounts for that year. 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 this Agreement. Page 19

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 and 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 this 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. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. 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. 15.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except as otherwise provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer as an Page 20

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 will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. 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 this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 15.9 Governing Law. Subject to ERISA, the provisions of this 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 this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below: The Perkin-Elmer Corporation 761 Main Avenue Norwalk, CT. 06859-0001 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 this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. Page 21

15.11 Successors. The provisions of this 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 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 this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. 15.14 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 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 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 benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, 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 Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made Page 22

within 90 days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan. 15.17 Trust. If the Trust terminates in accordance with its terms for tax reasons and benefits are distributed from the Trust to a Participant in accordance therewith, the Participant's benefits under this Plan shall be reduced to the extent of such distributions. 15.18 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. 15.19 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 the 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 or 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 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, Page 23

officer, shareholder or other person affiliated with the Company, the Participant's Employer or any successor thereto in any jurisdiction. IN WITNESS WHEREOF, the Company has signed this Plan document as of October 1, 1996. The Perkin-Elmer Corporation, a New York corporation By: /s/ Michael J. McPartland Title: Vice President - Human Resources Page 24

             THE PERKIN-ELMER CORPORATION
      COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>

At June 30,                                                1997          1996          1995          1994          1993

<S>                                                     <C>            <C>           <C>           <C>          <C>
Weighted average number of common shares                  43,383        42,720        42,129        43,857        43,780

Common stock equivalents - stock options                   1,296         1,027           515           816         1,173

Weighted average number of common shares
used in calculating primary earnings per share            44,679        43,747        42,644        44,673        44,953

Additional dilutive stock options under
paragraph #42 APB #15                                        116           137           120           172            97

Shares used in calculating earnings per share - fully
diluted basis                                             44,795        43,884        42,764        44,845        45,050

Calculation of primary and fully diluted earnings
per share:

PRIMARY AND FULLY DILUTED:

Income from continuing operations                     $  115,155    $   13,944    $   66,877    $   73,978    $   24,444

Income (loss) from discontinued operations                  -             -             -         (22,851)        1,714

Income before cumulative effect of
accounting changes                                       115,155        13,944        66,877        51,127        26,158

Cumulative effect of accounting changes                     -             -             -             -          (83,098)

Net income (loss) used in the calculation of
primary and fully diluted earnings per share          $  115,155    $   13,944    $   66,877    $   51,127    $  (56,940)

PRIMARY:
Per share amounts:

Income from continuing operations                     $     2.58    $      .32    $     1.57    $     1.66    $      .54

Income (loss) from discontinued operations                   -             -             -            (.52)          .04

Income before cumulative effect of
accounting changes                                          2.58           .32          1.57          1.14           .58

Loss from cumulative effect of accounting changes            -             -             -             -           (1.85)

Net income (loss)                                     $     2.58    $      .32    $     1.57    $     1.14    $    (1.27)

FULLY DILUTED:
Per share amounts:

Income from continuing operations                     $     2.57    $      .32    $     1.56    $     1.65    $      .54

Income (loss) from discontinued operations                   -             -             -            (.51)          .04

Income before cumulative effect of
accounting changes                                          2.57           .32          1.56          1.14           .58

Loss from cumulative effect of accounting changes            -             -             -             -           (1.84)

Net income (loss)                                     $     2.57    $      .32    $     1.56    $     1.14    $    (1.26)


</TABLE>

                                                      EXHIBIT 11




SELECTED FINANCIAL DATA             The Perkin-Elmer Corporation

<TABLE>
<CAPTION>

(Dollar amounts in thousands except per share amounts)
For the years ended June 30,                                    1997          1996          1995           1994            1993
<S>                                                       <C>           <C>            <C>            <C>            <C>
Financial Operations
Net revenues                                              $1,276,766    $1,162,949     $1,063,506     $1,024,467     $1,011,297
Income from operations before special items                  128,789        94,317         68,659         73,978         60,860
   Per share of common stock                                    2.88          2.17           1.61           1.66           1.35
Special items, net of taxes                                  (13,634)      (80,373)        (1,782)                      (36,416)
Income from continuing operations                            115,155        13,944         66,877         73,978         24,444
   Per share of common stock                                    2.58           .32           1.57           1.66            .54
Discontinued operations                                                                                  (22,851)         1,714
Accounting changes                                                                                                      (83,098)
Net income (loss)                                            115,155        13,944         66,877         51,127        (56,940)
   Per share of common stock                                    2.58           .32           1.57           1.14          (1.27)
Dividends per share                                              .68           .68            .68            .68            .68
Other Information
Cash and short-term investments                           $  195,971    $   96,588     $   80,010     $   25,003     $   30,331
Working capital                                              338,991       199,560        227,644        136,400        100,929
Capital expenditures                                          62,167        32,367         28,863         34,512         28,378
Total assets                                               1,104,798       941,324        888,842        884,500        851,070
Long-term debt                                                33,599           890         34,124         34,270          7,069
Total debt                                                    51,653        51,965         88,881        117,822         81,051
Shareholders' equity                                         436,872       323,442        304,700        290,432        306,605

</TABLE>
Results for fiscal years 1997, 1996, and 1995 included net before-tax
restructuring charges of $13.0 million, $71.6 million, and $23.0 million,
respectively, and before-tax gains on the sale of investments of $37.4
million, $11.7 million, and $20.8 million, respectively.  Other special items
affecting comparability included acquired research and development
charges of $26.8 million and $27.1 million in fiscal 1997 and 1996,
respectively; a $7.5 million before-tax charge in fiscal 1997 for the
impairment of assets; a $22.9 million charge  for discontinued operations in
fiscal 1994; and a $41.0 million charge in fiscal 1993 for the merger with
ABI.  The accounting changes related to the adoption of accounting
standards for postretirement and postemployment benefits.


                    Page 34

Management's Discussion and Analysis Management's Discussion of Operations The following discussion should be read in conjunction with the consolidated financial statements and related notes included on pages 42 through 61. Historical results and percentage relationships are not necessarily indicative of operating results for any future periods. Events Impacting Comparability Restructuring Charges. The Perkin-Elmer Corporation (the Company) implemented restructuring actions in fiscal 1997, 1996, and 1995 primarily targeted to improve the profitability and cash flow performance of the Analytical Instruments Division. The fiscal 1995 plan focused solely on cost reduction. The fiscal 1996 plan was a broader program to reduce administrative and manufacturing overhead and improve operating efficiency, primarily in Europe and the United States. The fiscal 1997 plan focuses on the transition from highly vertical manufacturing operations to more reliance on outsourcing functions not considered core competencies. The before-tax charges associated with the implementation of these actions were $24.2 million, $71.6 million, and $23.0 million in fiscal 1997, 1996, and 1995, respectively. On an after-tax basis, the charges were $.34, $1.44, and $.44 per share, respectively. Fiscal 1997 also reflected an $11.2 million before-tax, or $.15 per share after-tax, reduction of charges associated with the fiscal 1996 plan. A complete discussion of the Company's restructuring actions is provided in Note 10. Acquired Research and Development. During fiscal 1997 and 1996, the Company recorded charges for purchased in-process research and development in connection with certain acquisitions for the Applied Biosystems Division. The charges recorded in fiscal 1997 and 1996 were $26.8 million and $27.1 million, respectively (see Note 2). Impairment of Assets. During the fourth quarter of fiscal 1997, the Company recorded a $7.5 million cost of sales charge to write-down $5.6 million of goodwill associated with the fiscal 1995 acquisition of Photovac Inc. and $1.9 million of other assets associated primarily with the Analytical Instruments Division (see Note 1). Sale of Investments. Fiscal 1997, 1996, and 1995 included before-tax gains of $37.4 million, $11.7 million, and $20.8 million, respectively, for the sale of non-strategic equity investments. The after-tax gains were $.65, $.21, and $.40 per share, respectively (see Note 2). Results of Operations - 1997 Compared With 1996 The Company reported net income of $115.2 million, or $2.58 per share, for fiscal 1997 compared with $13.9 million, or $.32 per share, for fiscal 1996. Excluding the special items previously described, net income and earnings per share increased 36.5%, and 32.7%, respectively. Net revenues for fiscal 1997 were $1,276.8 million, an increase of 9.8% over the $1,162.9 million reported in fiscal 1996. The effects of currency rate movements decreased net revenues by approximately $45 million, or 4%, as the U.S. dollar strengthened against the Japanese Yen and certain European currencies. All geographic markets experienced revenue growth in fiscal 1997. Net revenues in the United States increased 15.8% over the prior year, benefiting from growth in both the Applied Biosystems and Analytical Instruments Divisions. Net revenues in Europe and the Far East increased 7.7% and 5.3%, respectively, as higher revenues from the Applied Biosystems Division were partially offset by decreases in the Analytical Instruments Division's revenues. In Europe, a 25.6% increase in revenues from the Applied Biosystems Division was partially offset by a 2.3% decline in the Analytical Instruments Division's revenues. In the Far East, a 12% increase in the Applied Biosystems Division's revenues was partially offset by a 2.3% decrease in the Analytical Instruments Division's revenues. Excluding currency effects, total revenues in Europe and the Far East would have increased approximately 12% and 16%, respectively. Net Revenues by Business Segment (Dollar amounts in millions) 1997 1996 Applied Biosystems $ 652.7 $ 532.3 Analytical Instruments 624.1 630.6 $ 1,276.8 $ 1,162.9 Including currency effects, which reduced reported revenues by approximately $25 million, or 5%, net revenues of the Applied Biosystems Division increased 22.6% over fiscal 1996. Net revenues in the United States, Europe, and the Far East increased 26.4%, 25.6%, and 12%, respectively. Increased demand for genetic analysis, liquid chromatography-mass spectrometry (LC/MS), and the polymerase chain reaction (PCR) product lines were the primary contributors. The Analytical Instruments Division experienced a 1% decline in net revenues compared with the prior year. Currency rate movements reduced revenues by approximately $20 million, or Page 35

3%. While revenues in the United States increased 2.5%, this was offset by a decrease of 2.3% in both Europe and the Far East. Excluding the effects of currency, revenues in Europe and the Far East would have increased approximately 2% and 4%, respectively. Gross margin, excluding the $7.5 million charge for impaired assets, was 50.3% in fiscal 1997 compared with 48.8% in fiscal 1996. Both divisions experienced improved gross margin in fiscal 1997. The Applied Biosystems Division's improvement was the result of the overall unit volume increase and product mix. The benefits realized from the fiscal 1996 restructuring plan, combined with a more favorable product mix, contributed to improved gross margin for the Analytical Instruments Division. Selling, general and administrative (SG&A) expenses were $375.9 million in fiscal 1997 compared with $340.0 million in fiscal 1996. As a percentage of net revenues, SG&A expenses increased from 29.2% in fiscal 1996 to 29.4% in fiscal 1997. Lower expense levels resulting from cost control and the actions of the restructuring program in the Analytical Instruments Division were more than offset by increased expenses of 26.8% in the Applied Biosystems Division and costs for the Company's restricted stock and performance based compensation programs, including a long-term division plan which became effective in fiscal 1997. The total expense for the restricted stock, performance based programs, and long-term division plan was $26.3 million and $11.8 million in fiscal 1997 and 1996, respectively. Research, development and engineering (R&D) expenses were $105.7 million in fiscal 1997 compared with $102.3 million in fiscal 1996. R&D spending in the Applied Biosystems Division increased 28% over the prior year as the Company continued its product development efforts for the bioresearch markets. In fiscal 1997, the Analytical Instruments Division recorded a 20.9% decrease in R&D expenditures, which reflected the objectives of restructuring actions and product line reviews. Total operating expenses were $521.3 million in fiscal 1997 compared with $541.0 million in fiscal 1996. Fiscal 1997 operating expenses included a $26.8 million charge for acquired research and development related to acquisitions in the Applied Biosystems Division compared with $27.1 million recorded in fiscal 1996. Fiscal 1997 expenses also included a net restructuring charge of $13.0 million compared with $71.6 million in fiscal 1996. On a comparable basis, excluding the special items, operating expenses as a percentage of net revenues decreased to 37.7% in fiscal 1997 from 38.0% in fiscal 1996. During the fourth quarter of fiscal 1997, the Company announced a follow-on phase to the Analytical Instruments Division's profit improvement program. The restructuring cost for this action was $24.2 million, or $.34 per share after-tax, and included $19.4 million for costs focused on further improving the operating efficiency of manufacturing facilities in the United States, Germany, and the United Kingdom. These actions are designed to transition the Analytical Instruments Division from a highly vertical manufacturing operation to one that relies more on outsourcing functions not considered core competencies. The restructuring charge also included $4.8 million to finalize the consolidation of sales and administrative support, primarily in Europe where seventeen facilities will be closed. The workforce reductions under this plan total approximately 285 employees in production labor and 25 employees in sales and administrative support. The charge included $11.9 million for severance related costs. The $12.3 million provided for facility consolidation and asset related write- offs included $1.2 million for lease termination payments and $11.1 million for the write-off of machinery, equipment, and tooling associated with those functions to be outsourced. These changes are scheduled to be substantially completed by June 1998. The Company expects to achieve before-tax savings from these actions of approximately $8 million in fiscal 1998 and $16 million in succeeding fiscal years. In the fourth quarter of fiscal 1997, the Company finalized the actions associated with the restructuring plan announced in fiscal 1996. The Company achieved operating cost savings of approximately $25 million in fiscal 1997 and expects to achieve cost savings in excess of $40 million for fiscal 1998. The costs to implement the program were $11.2 million less than the $71.6 million charge recorded in fiscal 1996. As a result, during the fourth quarter of fiscal 1997, the Company recorded an $11.2 million reduction of charges required to implement the fiscal 1996 plan. Operating income for fiscal 1997 was $113.2 million compared with $26.1 million in fiscal 1996. On a comparable basis, excluding special items, operating income increased 28.6% in fiscal 1997. Operating Income (Loss) by Business Segment (Dollar amounts in millions) Applied Analytical 1997 Biosystems Instruments Segment income $135.6 $ 56.1 Restructuring charge (13.0) Acquired R&D (26.8) Impairment of assets (.7) (6.8) Operating income $108.1 $ 36.3 1996 Segment income $120.6 $ 28.7 Restructuring charge (71.6) Acquired R&D (27.1) Operating income (loss) $ 93.5 $(42.9) Page 36

Operating income for the Applied Biosystems Division, excluding the charges for acquired R&D and impairment of assets, increased $15.0 million, or 12.4%, as a result of volume and increased margin. All geographic markets contributed to the improved segment income. The United States increased 40.1%, Europe 35.7%, and the Far East 12.8% compared with the prior year. A 29.2% increase in operating income from high margin sequencing and mapping systems was the primary contributor. Excluding currency effects, segment income would have increased by approximately 23%. As a percentage of net revenues, segment income, before special items, decreased to 20.8% in fiscal 1997 from 22.7% in fiscal 1996. Operating income for the Analytical Instruments Division, excluding the charges for restructuring and impairment of assets, increased to $56.1 million in fiscal 1997 from $28.7 million in fiscal 1996. As a percentage of net revenues, segment income increased to 9.0% in fiscal 1997 from 4.6% in fiscal 1996. The cost savings realized from the restructuring actions and cost control were the primary reasons for the improvement. Lower operating income in Europe of 2.9%, resulting primarily from the effects of a stronger U.S. dollar, was more than offset by improvements in other geographic areas, primarily the United States. In fiscal 1997, the Company completed the sale of its entire equity interest in Etec Systems, Inc. As a result, before- tax gains of $37.4 million, or $.65 per share after-tax, and $11.7 million, or $.21 per share after-tax, were recorded in fiscal 1997 and 1996, respectively. Interest expense was $2.3 million in fiscal 1997 compared with $5.0 million in fiscal 1996. Lower average borrowing levels in fiscal 1997 and lower weighted average interest rates on short-term debt accounted for the reduction in interest costs. As a result of maintaining higher cash and cash equivalent balances, interest income increased by $2.7 million to $7.6 million in fiscal 1997. Net other income was $1.5 million in fiscal 1997 compared with net other expense of $2.2 million in fiscal 1996. The fiscal 1997 amount consisted primarily of a fourth quarter gain on the sale of real estate. The effective income tax rate for fiscal 1997 was 27% compared with 61% for fiscal 1996. These rates were impacted by the special items occurring in both fiscal years. The charges for acquired research and development were not deductible for tax purposes. Additionally, the fiscal 1996 charge for restructuring and the fiscal 1997 charge for impairment of assets were only partially deductible. Excluding the special items, the effective income tax rate would have been 23% for both fiscal 1997 and 1996. An analysis of the differences between the federal statutory income tax rate and the effective rates is provided in Note 4. During the fourth quarter of fiscal 1997, the Company reduced its deferred tax valuation allowance, resulting in the recognition of a $50.0 million deferred tax benefit. Based on continued improvement in the Company's outlook for sustained profitability, management believes it is more likely than not it will generate taxable income sufficient to realize the Company's $66.2 million net deferred tax asset. The valuation allowance adjustment incorporates management's assessment of the significant cumulative progress made by the Company over the past years to increase taxable income in certain geographic areas. Such reassessment is reinforced by the positive effect of the recent restructuring charges. The benefit resulting from the valuation allowance release was substantially offset by a fourth quarter accrual for tax costs related to gains on foreign reorganizations. Results of Operations - 1996 Compared With 1995 Net revenues for fiscal 1996 were $1,162.9 million, an increase of 9.4% over the $1,063.5 million reported in fiscal 1995. Although the effects of foreign currency translation were not significant for the full year, the continued strengthening of the U.S. dollar adversely affected fourth quarter revenues by approximately 4%, or $12 million. All geographic markets experienced revenue growth in fiscal 1996. Revenues for the United States market increased 6.2% over fiscal 1995. While revenues for the Analytical Instruments Division decreased 10.4%, this was more than offset by a 24.5% increase for the Applied Biosystems Division. In Europe, revenues from the Applied Biosystems and Analytical Instruments divisions increased 18.2% and 4.8%, respectively. In total, net revenues for Europe increased $39.0 million, or 9.2%, over fiscal 1995. Approximately $9 million of the increase was the result of currency translation compared with approximately $35 million in fiscal 1995. In the Far East, increased revenues for the Applied Biosystems and Analytical Instruments divisions of 22.7% and 5.0%, respectively, led to a total increase of $26.7 million, or 13.7%, over the prior year. Excluding currency effects, revenues in the Far East increased approximately $34 million, or 18%, as the Company benefited from higher public and private spending for both life science and analytical products in Japan. Net Revenues by Business Segment (Dollar amounts in millions) 1996 1995 Applied Biosystems $ 532.3 $ 438.1 Analytical Instruments 630.6 625.4 $1,162.9 $1,063.5 The Applied Biosystems Division demonstrated strong revenue growth in fiscal 1996. Increased demand for DNA sequencing and LC/MS products primarily accounted for the Page 37

21.5% increase in net revenues. Net revenues of the Analytical Instruments Division increased $5.2 million, or 1%, over fiscal 1995. Increased revenues from inorganic products, primarily inductively coupled plasma-mass spectrometers, were offset by lower demand for organic and chromatography products. Gross margin as a percentage of net revenues was 48.8% in fiscal 1996 compared with 47.3% in fiscal 1995. The improvement was the result of increased unit sales and higher margin for the Applied Biosystems Division. This was partially offset by lower margin in the Analytical Instruments Division. SG&A expenses were $340.0 million in fiscal 1996 compared with $317.1 million in fiscal 1995. The primary contributors were increased worldwide expenses for the Applied Biosystems Division of 14.5%, reflecting substantially higher revenue and order growth, a $5.1 million non-cash charge for compensation expense under the Company's restricted stock program (see Note 8), and increased incentive compensation expense. As a percentage of net revenues, SG&A expenses decreased from 29.8% in fiscal 1995 to 29.2% in fiscal 1996. R&D expenses were $102.3 million in fiscal 1996 compared with $95.1 million in fiscal 1995. A 17% increase in spending for the Applied Biosystems Division was the major contributor. Total operating expenses were $541.0 million in fiscal 1996 compared with $435.2 million in fiscal 1995. Fiscal 1996 operating expenses included a $27.1 million charge for acquired research and development related to fourth quarter acquisitions for the Applied Biosystems Division, and a $71.6 million charge for restructuring actions. Fiscal 1995 operating expenses included a charge for restructuring actions of $23.0 million. On a comparable basis, excluding the special charges, operating expenses as a percentage of net revenues decreased from 38.8% in fiscal 1995 to 38.0% in fiscal 1996. The fiscal 1996 before-tax restructuring charge of $71.6 million was the first phase of a plan focused on improving the profitability and cash flow performance of the Analytical Instruments Division. In connection with the plan, the division was reorganized into three vertically integrated, fiscally accountable operating units, a distribution center in Holland was established to centralize the European infrastructure for shipping, administration, and related functions, and a program was implemented to eliminate excess production capacity in Germany. The charge included $37.8 million for worldwide workforce reductions of approximately 390 positions in manufacturing, sales and support, and administrative functions. The charge also included $33.8 million for facility consolidation costs and asset related write-offs associated with the discontinuation of various product lines. During fiscal 1997, the Company finalized the actions associated with this restructuring plan. The costs associated with the reduction of excess European manufacturing capacity were $11.2 million less than the $42.7 million originally provided in fiscal 1996. The $11.2 million reduction consisted of $4.7 million for personnel costs and $6.5 million for facility consolidation costs and asset related write-offs (see Note 10). In fiscal 1996, the Company transferred the development and manufacturing of certain analytical instrument product lines from its facility in Germany to other sites, primarily in the United States. The facility in Germany remains the principal site for the development of atomic absorption products. In fiscal 1996, a distribution center in Holland was established to provide an integrated sales, shipment, and administration support infrastructure for the Company's European operations, and to integrate certain operating and business activities. The European distribution center includes certain administrative, financial, and information systems functions previously transacted at individual locations throughout Europe. The Company's fiscal 1995 restructuring charge of $23.0 million was taken for actions focused on reducing costs in the Analytical Instruments Division infrastructure. These actions included the workforce reduction of 227 employees, shutdown of the Company's manufacturing facility in Puerto Rico, consolidation of sales offices in the Far East, and consolidation of administrative departments in the United States. Operating Income (Loss) by Business Segment (Dollar amounts in millions) Applied Analytical 1996 Biosystems Instruments Segment income $120.6 $ 28.7 Restructuring charge (71.6) Acquired R&D (27.1) Operating income (loss) $ 93.5 $ (42.9) 1995 Segment income $ 81.7 $ 26.7 Restructuring charge (19.2) Operating income $ 81.7 $ 7.5 Fiscal 1996 operating income for the Applied Biosystems Division, excluding the charge for acquired R&D, increased $38.9 million, or 47.6%, as a result of growth in unit volumes and increased margin. In particular, the DNA sequencing and to a lesser extent, the LC/MS product lines were the primary contributors. All geographic markets contributed to the improved segment income, with the United States, Europe and the Far East increasing 23.3%, 12.1%, and 32.3%, respectively. Page 38

On a comparable basis, excluding the restructuring charges, operating income for the Analytical Instruments Division increased from $26.7 million in fiscal 1995 to $28.7 million in fiscal 1996. The increased revenues in the European and Far East markets, coupled with the benefits realized from the fiscal 1995 restructuring actions, accounted for the 7.5% growth in segment income. During the fourth quarter of fiscal 1996, the Company sold part of its equity interest in Etec Systems, Inc., resulting in a before-tax gain of $11.7 million. Interest expense was $5.0 million in fiscal 1996 compared with $8.2 million in fiscal 1995. Lower overall borrowing levels in fiscal 1996 and lower weighted average interest rates on short-term debt accounted for the reduction in interest costs. Interest income was $4.9 million in fiscal 1996 compared with $3.5 million in fiscal 1995. The increase was the result of maintaining higher cash and short-term investment balances throughout the fiscal year. Net other expense was $2.2 million in fiscal 1996 compared with $1.5 million in fiscal 1995. Expenses in fiscal 1995 were partially offset by a third quarter gain on the sale of real estate. The effective income tax rate for fiscal 1996 was 61% compared with 19% for fiscal 1995. Fiscal 1996 included the charge for acquired research and development which was not deductible for tax purposes, as well as the restructuring charge which was not fully deductible in the year of the charge. Excluding the special charges, the effective income tax rate for fiscal 1996 would have been 23%. The lower effective rate for fiscal 1995 was primarily due to the greater utilization of domestic tax benefit carryforwards and temporary differences than in fiscal 1996. Foreign Currency and Interest Rate Risk Management The Company's international operations are subject to foreign currency fluctuations. As a result, the reported and anticipated cash flows associated with the sale of products in foreign locations may be adversely affected by changes in foreign currency exchange rates. The Company uses foreign exchange forward and option contracts to manage its exposure to currency fluctuations. At June 30, 1997, outstanding hedge contracts covered approximately 50% of the estimated foreign currency exposures related to cross-currency cash flows to be realized in fiscal 1998. The outstanding hedges were a combination of forward and option contracts maturing in fiscal 1998. In fiscal 1997, the Company executed an interest rate swap in conjunction with the refinancing of its Yen loan. Under the terms of the contract, the Company pays a fixed rate of interest at 2.1%, and receives a floating LIBOR interest rate. At June 30, 1997, the notional amount of indebtedness covered by the interest rate swap was Yen 3.8 billion ($33.6 million). The maturity date of the swap coincides with the maturity of the Yen loan in fiscal 2002. The Company had no interest rate swaps outstanding at June 30, 1996. Further discussion of the Company's foreign currency and interest rate management activities is provided in Note 12. Management's Discussion of Financial Resources and Liquidity The following discussion of financial resources and liquidity focuses on the Consolidated Statements of Financial Position (page 43) and the Consolidated Statements of Cash Flows (page 44). The Company's financial position remained strong with cash and cash equivalents totaling $194.7 million at June 30, 1997, compared with $95.4 million at June 30, 1996. The working capital position increased from $199.6 million at the end of fiscal 1996 to $339.0 million at the end of fiscal 1997. Debt to total capitalization decreased from 14% in fiscal 1996 to 11% in fiscal 1997. Significant Changes in the Consolidated Statements of Financial Position Prepaid expenses and other current assets increased 24.2% to $102.3 million at June 30, 1997 from $82.4 million at June 30, 1996. The increase was primarily due to a $9.1 million increase in current deferred tax assets resulting from the Company's reduction of the deferred tax valuation allowance, and the reclassification of a $9.7 million note receivable (including accrued interest) from long-term to current. During fiscal 1997, the Company reduced the deferred tax valuation allowance, based upon management's assessment of the significant cumulative progress made by the Company over the past years to increase taxable income in certain geographic areas. The remaining valuation allowance relates to domestic deferred tax assets that are long-term in nature and foreign tax loss carryforward benefits with limited carryforward periods. An analysis of the significant components of deferred tax assets and liabilities is provided in Note 4. Other long-term assets decreased to $137.6 million at June 30, 1997 from $152.5 million at June 30, 1996. The sale of the Company's equity interest in Etec Systems, Inc. and other non- operating assets, and the reclassification of a note receivable, was partially offset by an $18.2 million increase in long-term deferred tax assets and a $31.6 million increase in prepaid pension expense. The change in long-term deferred tax assets resulted primarily from the reduction of the deferred tax valuation allowance. The changes in loans payable and long- term debt reflect the Company's refinancing of its Yen denominated loan during the third quarter of fiscal 1997. The Company replaced its Yen 2.8 billion ($25.7 million at June 30, 1996) loan, which matured in February 1997, with a Yen 3.8 billion ($33.6 million at June 30, 1997) variable rate long-term loan which matures in March 2002. Page 39

Through an interest rate swap agreement, the effective interest rate for the new loan is 2.1% compared with 3.3% for the previous loan (see Note 12). Statement of Cash Flows Operating activities generated $131.9 million of cash in fiscal 1997 compared with $111.9 million in fiscal 1996 and $72.0 million in fiscal 1995. The increase in fiscal 1997 was primarily due to substantially higher income related cash flow, lower inventory levels, and increased liabilities, which more than offset the increase in accounts receivable, which was primarily due to the fourth quarter's 13.8% revenue increase. Net cash used by investing activities was $16.2 million in fiscal 1997 compared with $45.5 million in fiscal 1996. During fiscal 1997, the Company generated $70.4 million in net cash proceeds from the sale of its equity interest in Etec Systems, Inc. and certain other non- operating assets. These proceeds partially offset the $27.7 million used for acquisitions, primarily GenScope, Inc. (see Note 2), and $62.2 million for capital expenditures. In fiscal 1996, $42.5 million of cash was used for acquisition outlays, primarily the purchase of Tropix, Inc. (see Note 2), and $32.4 million for capital expenditures. This was partially offset by $21.6 million of cash proceeds generated from the sale of non-operating assets. Fiscal 1997 capital expenditures were $34.5 million for the Applied Biosystems Division, $14.1 million for the Analytical Instruments Division, and $13.6 million for corporate. The Company's expenditures included $11.5 million as part of a strategic program to improve its information technology infrastructure, and $12.1 million for the acquisition of a corporate airplane. Capital expenditures for fiscal 1996 totaled $32.4 million, with $18.2 million for the Applied Biosystems Division and $13.6 million for the Analytical Instruments Division. Net cash used by financing activities was $18.3 million for fiscal 1997 compared with $41.6 million used during fiscal 1996. During fiscal 1997, the Company generated $1.8 million from the sale of equity put warrants (see Note 7), and $31.5 million in proceeds from employee stock plan option exercises, compared with $46.7 million from employee stock exercises in fiscal 1996. This was more than offset by cash used for the payment of shareholder dividends and for the purchase of common stock for treasury. During fiscal 1997, .4 million shares were repurchased at a cost of $25.1 million compared with .8 million shares at a cost of $41.0 million in fiscal 1996. Common stock purchases for treasury were made in support of the Company's various stock plans. As previously mentioned, the Company recorded before-tax restructuring charges of $24.2 million, $71.6 million, and $23.0 million in fiscal 1997, 1996, and 1995, respectively. Fiscal 1997 also reflected an $11.2 million before-tax reduction of charges associated with the fiscal 1996 plan. During fiscal 1997, the Company made cash payments of $29.6 million for obligations under these restructuring plans. Liabilities remaining at June 30, 1997 were $19.5 million and $13.8 million for the fiscal 1997 and 1996 plans, respectively (see Note 10). The funding for the remaining restructuring liabilities will be from current cash balances, including realized benefits from the restructuring activities. The before-tax cash benefits from these actions was approximately $50 million and $20 million in fiscal 1997 and 1996, respectively. Additional savings are targeted to be approximately $73 million in fiscal 1998 and $81 million in succeeding fiscal years. In addition to the $11.5 million spending in fiscal 1997 for the Company's information technology infrastructure, a capital commitment of approximately $40 million is expected to be paid in fiscal 1998 when the improvements are delivered, implemented, and accepted. The Company currently intends to fund this obligation from operating cash flow. The Company believes its cash and short-term investments, funds generated from operating activities, and available borrowing facilities are sufficient to provide for its future financing needs. At June 30, 1997, the Company had unused credit facilities totaling $319 million. Impact of Inflation and Changing Prices Inflation and changing prices are continually monitored. The Company attempts to minimize the impact of inflation by improving productivity and efficiency through continual review of both manufacturing capacity and operating expense levels. When operating costs and manufacturing costs increase, the Company attempts to recover such costs by increasing, over time, the selling price of its products and services. The Company believes the effects of inflation have been appropriately managed and therefore have not had a material impact on its historic operations and resulting financial position. Outlook As the underlying demand for life science products continues to grow, the Applied Biosystems Division is expected to continue its revenue growth and maintain profitability. The Company intends to continue to grow this business through increased internal development efforts, and in part through acquisitions, equity, and other collaborations to expand its technology base. The fiscal 1997 acquisitions and investments are indicators of the Company's continued focus on this segment. The Company is optimistic the fiscal 1997 and 1996 restructuring actions will continue to increase the profitability and cash flow of the Analytical Instruments Division. However, the division's revenues did not meet its budget target in fiscal 1997, and the Company continues Page 40

to examine its product portfolio to determine an appropriate growth strategy for that business. Future profitability for both divisions could be adversely affected if the relationship of the U.S. dollar to certain currencies is maintained or strengthens. Forward Looking Statements Certain statements contained in this annual report may be forward looking and are subject to a variety of risks and uncertainties. Many factors could cause actual results to differ materially from these statements. These factors include, but are not limited to, (1) complexity and uncertainty regarding the development of new high-technology products; (2) loss of market share through competition; (3) introduction of competing products or technologies by other companies; (4) pricing pressures from competitors and/or customers; (5) changes in the life science or analytical instrument industries; (6) changes in the pharmaceutical, environmental, research or chemical markets; (7) variable government funding in key geographical regions; (8) the Company's ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; (9) the loss of key employees; (10) fluctuations in foreign currency exchange rates; and (11) other factors that might be described from time to time in the Company's filings with the Securities and Exchange Commission. A significant portion of the Applied Biosystems Division's operations are located near major California earthquake faults. The ultimate impact of earthquakes on the Company, significant suppliers and the general infrastructure is unknown, but operating results could be materially affected in the event of a major earthquake. The Company maintains insurance to reduce its exposure to losses and interruptions caused by earthquakes. Although the Company believes it has the product offerings and resources needed for continuing success, future revenue and margin trends cannot be reliably predicted and may cause the Company to adjust its operations. Factors external to the Company can result in volatility of the Company's common stock price. Because of the foregoing factors, recent trends should not be considered reliable indicators of future stock prices or financial results. Page 41

CONSOLIDATED STATEMENTS OF OPERATIONS The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands except per share amounts) For the years ended June 30, 1997 1996 1995 <S> <C> <C> <C> Net revenues $ 1,276,766 $ 1,162,949 $ 1,063,506 Cost of sales 642,264 595,857 560,402 Gross margin 634,502 567,092 503,104 Selling, general and administrative 375,880 339,994 317,120 Research, development and engineering 105,660 102,338 95,088 Provision for restructured operations 13,000 71,600 23,000 Acquired research and development 26,801 27,093 Operating income 113,161 26,067 67,896 Gain on sale of investment 37,420 11,704 20,800 Interest expense 2,325 4,971 8,180 Interest income 7,574 4,894 3,500 Other income (expense), net 1,548 (2,193) (1,452) Income before income taxes 157,378 35,501 82,564 Provision for income taxes 42,223 21,557 15,687 Net income $ 115,155 $ 13,944 $ 66,877 Net income per share $ 2.58 $ .32 $ 1.57 </TABLE> See accompanying Notes to Consolidated Financial Statements. Page 42

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands) At June 30, 1997 1996 <S> <C> <C> Assets Current assets Cash and cash equivalents $ 194,745 $ 95,361 Short-term investments 1,226 1,227 Accounts receivable, less allowances for doubtful accounts of $5,444 ($6,845 - 1996) 307,230 254,531 Inventories 188,720 207,297 Prepaid expenses and other current assets 102,263 82,360 Total current assets 794,184 640,776 Property, plant and equipment, net 173,037 148,008 Other long-term assets 137,577 152,540 Total assets $ 1,104,798 $ 941,324 Liabilities and Shareholders' Equity Current liabilities Loans payable $ 18,054 $ 51,075 Accounts payable 115,374 86,885 Accrued salaries and wages 46,470 39,607 Accrued taxes on income 97,307 57,097 Other accrued expenses 177,988 206,552 Total current liabilities 455,193 441,216 Long-term debt 33,599 890 Other long-term liabilities 179,134 175,776 Total liabilities 667,926 617,882 Commitments and contingencies (see Note 11) Shareholders' equity Capital stock Preferred stock $1 par value: 1,000,000 shares authorized; none issued Common stock $1 par value: 90,000,000 shares authorized; 45,599,755 shares issued 45,600 45,600 Capital in excess of par value 198,570 186,058 Retained earnings 278,760 194,613 Foreign currency translation adjustments (267) 446 Unrealized gain on investment 23,245 Minimum pension liability adjustment (705) (29,365) Treasury stock, at cost (shares: 1997 - 1,795,563; 1996 - 2,701,186) (85,086) (97,155) Total shareholders' equity 436,872 323,442 Total liabilities and shareholders' equity $ 1,104,798 $ 941,324 </TABLE> See accompanying Notes to Consolidated Financial Statements. Page 43

CONSOLIDATED STATEMENTS OF CASH FLOWS The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands) For the years ended June 30, 1997 1996 1995 <S> <C> <C> <C> Operating Activities Net income $ 115,155 $ 13,944 $ 66,877 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,017 41,240 40,670 Restricted stock amortization 11,678 5,072 Deferred income taxes (37,799) (12,683) (4,568) Gains from the sale of assets (39,155) (11,704) (22,129) Provision for restructured operations 13,000 71,600 23,000 Acquired research and development 26,801 27,093 Impairment of assets 7,500 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (62,128) (34,162) 13,675 (Increase) decrease in inventories 7,678 (4,322) 1,540 Increase in prepaid expenses and other assets (2,438) (9,794) (11,860) Increase (decrease) in accounts payable and other liabilities 55,546 25,638 (35,199) Net cash provided by operating activities 131,855 111,922 72,006 Investing Activities Additions to property, plant and equipment (net of disposals of $2,226, $2,070 and $1,733, respectively) (59,941) (30,297) (27,130) Acquisitions, net (27,676) (42,542) (10,898) Proceeds from the sale of assets, net 70,447 21,562 54,499 Proceeds from the collection of note receivable 978 Proceeds from short-term investments 5,773 Proceeds from the sale of discontinued operations 64,847 Net cash (used) provided by investing activities (16,192) (45,504) 81,318 Financing Activities Net change in loans payable (5,234) (18,129) (40,850) Proceeds from long-term debt 31,033 Principal payments on long-term debt (22,908) (1,901) Dividends (29,459) (29,095) (28,618) Purchases of common stock for treasury (25,126) (41,028) (40,297) Proceeds from issuance of equity put warrants 1,846 Proceeds from stock issued for stock plans 31,511 46,656 10,279 Net cash used by financing activities (18,337) (41,596) (101,387) Effect of exchange rate changes on cash 2,058 (2,471) (3,930) Net change in cash and cash equivalents 99,384 22,351 48,007 Cash and cash equivalents beginning of year 95,361 73,010 25,003 Cash and cash equivalents end of year $ 194,745 $ 95,361 $ 73,010 </TABLE> See accompanying Notes to Consolidated Financial Statements. Page 44

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY The Perkin-Elmer Corporation <TABLE> <CAPTION> Foreign Minimum Common Capital In Currency Unrealized Pension Stock $1.00 Excess Of Retained Translation Gain on Liability Treasury Stock (Dollar amounts and shares in thousands) Par Value Par Value Earnings Adjustments Investment Adjustment At Cost Shares <S> <C> <C> <C> <C> <C> <C> <C> <C> Balance at June 30, 1994 $ 45,600 $ 178,739 $ 181,130 $ 5,521 $ - $ (36,259) $ (84,299)(2,651) Net income 66,877 Cash dividends declared (28,618) Share repurchases (40,297)(1,386) Shares issued under stock plans (3,929) 14,208 477 Tax benefit related to employee stock options 34 Minimum pension liability adjustment 1,814 Restricted stock plan (2,074) 8 2,066 70 Foreign currency translation adjustments 4,284 Other (105) Balance at June 30, 1995 45,600 176,699 215,363 9,805 - (34,445) (108,322)(3,490) Net income 13,944 Cash dividends declared (29,095) Share repurchases (41,028) (800) Shares issued under stock plans (5,627) 52,283 1,559 Tax benefit related to employee stock options 5,280 Minimum pension liability adjustment 5,080 Restricted stock plan 4,079 993 30 Unrealized gain on investment 23,245 Foreign currency translation adjustments (9,359) Other 28 (1,081) Balance at June 30, 1996 45,600 186,058 194,613 446 23,245 (29,365) (97,155)(2,701) Net income 115,155 Cash dividends declared (29,536) Share repurchases (25,126) (428) Shares issued under stock plans (1,459) 32,970 1,146 Tax benefit related to employee stock options 4,568 Minimum pension liability adjustment 28,660 Restricted stock plan 6,098 5,580 187 Sale of equity investment (23,245) Sale of equity put warrants 1,846 Foreign currency translation adjustments (713) Other (13) (1,355) Balance at June 30, 1997 $ 45,600 $ 198,570 $ 278,760 $ (267) $ - $ (705) $ (85,086)(1,796) </TABLE> See accompanying Notes to Consolidated Financial Statements. Page 45

Notes to Consolidated Financial Statements Note 1 Accounting Policies and Practices Principles of Consolidation. The consolidated financial statements include the accounts of all majority-owned subsidiaries of The Perkin-Elmer Corporation (PE or the Company). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain amounts in the consolidated financial statements and notes have been reclassified for comparative purposes. Changes in Accounting Principles. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," in fiscal 1997. The statement requires that long-lived assets and certain identifiable intangibles, including goodwill, to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. During the fourth quarter of fiscal 1997, the Company recorded a $7.5 million cost of sales charge to write-down $5.6 million of goodwill associated with the fiscal 1995 acquisition of Photovac Inc. and $1.9 million of other assets primarily associated with the Analytical Instruments Division. The impairment loss was determined based upon estimated future cash flows and fair values. SFAS No. 123, "Accounting for Stock-Based Compensation," requires companies to measure employee stock compensation plans based on the fair value method of accounting or to continue to apply Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and provide pro forma footnote disclosures under the fair value method. In fiscal 1997, the Company adopted the disclosure provisions of SFAS No. 123 and will continue to measure costs for its employee stock compensation plans using APB Opinion No. 25. Pro forma disclosure is provided in Note 8. The Company is required to implement SFAS No. 128, "Earnings per Share," in the second quarter of fiscal 1998. This statement replaces the presentation of earnings per share (EPS) with a presentation of basic EPS and requires dual presentation of basic and diluted EPS on the face of the income statement. Basic EPS excludes common stock equivalents and is computed by dividing income available to shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to fully diluted EPS under the provisions of APB Opinion No. 15, "Earnings per Share." The following table illustrates the pro forma disclosure of EPS data in accordance with SFAS No. 128: 1997 1996 1995 As Presented Under APB Opinion No. 15 Primary EPS $2.58 $.32 $1.57 Fully diluted EPS $2.57 $.32 $1.56 As Calculated Under SFAS No. 128 Basic EPS $2.65 $.33 $1.59 Diluted EPS $2.58 $.32 $1.57 Foreign Currency. Assets and liabilities of foreign operations, where the functional currency is the local currency, are translated into U.S. dollars at the fiscal year end exchange rates. The related translation adjustments are recorded as a separate component of shareholders' equity. Foreign currency revenues and expenses are translated using monthly average exchange rates prevailing during the year. Foreign currency transaction gains and losses, as well as translation adjustments of foreign operations where the functional currency is the U.S. dollar, are included in net income. Derivative Financial Instruments. The Company uses derivative financial instruments to offset exposure to market risks arising from changes in foreign currency exchange rates and interest rates. Derivative financial instruments currently utilized by the Company include foreign currency forward contracts, foreign currency options, and an interest rate swap (see Note 12 for further discussion). Cash, Short-Term Investments, and Marketable Securities. Cash equivalents consist of highly liquid debt instruments, time deposits, and certificates of deposit with original maturities of three months or less. Time deposits and certificates of deposit with original maturities of three months to one year are classified as short- term investments. Short-term investments, which include marketable securities, are recorded at cost which generally approximates market value. Accounts Receivable. The Company periodically sells accounts receivable arising from business conducted in Japan. During fiscal 1997, 1996, and 1995, the Company received cash Page 46

proceeds of $66.5 million, $71.1 million, and $101.4 million, respectively, from the sale of such receivables. The Company believes it has adequately provided for any risk of loss which may occur under these arrangements. Investments. The equity method of accounting is used for investments in 50% or less owned joint ventures. Investments where ownership is less than 20% are carried at cost. Investments accounted for under the cost or equity methods were not material for the years presented. Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories at June 30, 1997 and 1996 included the following components: (Dollar amounts in millions) 1997 1996 Raw materials and supplies $ 23.7 $ 31.1 Work-in-process 15.7 19.8 Finished products 149.3 156.4 Total inventories $ 188.7 $ 207.3 Property, Plant and Equipment and Depreciation. Property, plant and equipment are recorded at cost and consisted of the following at June 30, 1997 and 1996: (Dollar amounts in millions) 1997 1996 Land $ 21.8 $ 22.4 Buildings and leasehold improvements 138.1 133.0 Machinery and equipment 246.7 213.1 Property, plant and equipment, at cost 406.6 368.5 Accumulated depreciation and amortization 233.6 220.5 Property, plant and equipment, net $ 173.0 $ 148.0 Provisions for depreciation of owned property, plant and equipment are based upon the expected useful lives of the assets and computed primarily by the straight-line method. Leasehold improvements are amortized over their estimated useful lives or the term of the applicable lease, whichever is less, using the straight-line method. Major renewals and improvements that significantly add to productive capacity or extend the life of an asset are capitalized. Repairs, maintenance and minor renewals, and improvements are expensed when incurred. Intangible Assets. The excess of purchase price over the net asset value of companies acquired is amortized on a straight-line method over periods not exceeding forty years. Patents and trademarks are amortized using the straight-line method over their expected useful lives. The Company periodically reviews the recoverability of intangible and other long-lived assets based upon anticipated cash flows generated from such underlying assets. Revenues. Revenues are recorded at the time of shipment of products or performance of services. Revenues from service contracts are recorded as deferred service contract revenues and reflected in net revenues over the term of the contract, primarily one year. Research, Development and Engineering. Research, development and engineering costs are expensed when incurred. Income Taxes. The Company accounts for certain income and expense items differently for financial reporting and income tax purposes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted tax rates applicable to taxable years in which the differences are expected to reverse. Net Income (Loss) Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. Common stock equivalents include stock options. The difference between weighted average shares for primary and fully diluted net income (loss) per share was not significant for the years presented. Supplemental Cash Flow Information. Cash paid for interest expense and income taxes for the fiscal years ended 1997, 1996, and 1995 was as follows: (Dollar amounts in millions) 1997 1996 1995 Interest $ 2.7 $ 5.6 $ 8.0 Income taxes $ 31.3 $ 15.0 $ 27.3 Note 2 Acquisitions and Dispositions GenScope, Inc. During the third quarter of fiscal 1997, the Company acquired GenScope, Inc., a company solely engaged in the development of gene expression technology. The acquisition cost of $26.8 million was accounted for as a purchase. The Page 47

acquisition represented the purchase of technology in the development stage that is not presently considered commercially viable in the health care applications which the Company intends to pursue. As a result, $25.4 million of the acquisition cost was allocated to purchased in-process research and development (R&D) and, in accordance with applicable accounting rules, was expensed in the third quarter of fiscal 1997. The Company recorded a $5.5 million contingent liability, payable if certain performance criteria are achieved, in connection with the acquisition. Other Acquisitions. The Company acquired a minority equity interest in Hyseq, Inc., during the fourth quarter of fiscal 1997, for an initial cash investment of $5.0 million. Hyseq, Inc. is engaged in the development of gene-based therapeutic product candidates and diagnostic products and tests. The Company acquired Linkage Genetics, Inc., a provider of genetic services in the agriculture industry, during the fourth quarter of fiscal 1997. The cash acquisition cost of $1.4 million was accounted for as a purchase. The entire acquisition cost was expensed as purchased in- process R&D. During the fourth quarter of fiscal 1996, the Company acquired Zoogen, Inc., a leading provider of genetic analysis services, and a minority equity interest in Paracel, Inc., a provider of information filtering technologies, for $6.5 million in cash. The acquisition of Zoogen, Inc. was accounted for as a purchase. In connection with these acquisitions, $4.8 million was expensed as purchased in-process R&D. Tropix, Inc. During the fourth quarter of fiscal 1996, the Company acquired Tropix, Inc., a world leader in the development, manufacture, and sale of chemiluminescent detection technology for life sciences. The acquisition cost, net of cash acquired, was $36.0 million and was accounted for as a purchase. A portion of the purchase price was allocated to the net assets acquired and $22.3 million was expensed as purchased in-process R&D. Photovac Inc. The Company acquired Photovac Inc., a leading developer and manufacturer of field portable analytical instrumentation, during the fourth quarter of fiscal 1995, for $11.0 million in cash. The acquisition was accounted for as a purchase. Based upon a review of estimated future cash flows, the Company recorded a $5.6 million charge to write-down goodwill associated with this acquisition in fiscal 1997. The net assets and results of operations for the above acquisitions have been included in the consolidated financial statements since the date of each acquisition. The pro forma effect on the Company's consolidated financial statements was not significant. Dispositions Etec Systems, Inc. In fiscal 1997, the Company completed the sale of its entire equity interest in Etec Systems, Inc. Before-tax gains of $37.4 million, or $.65 per share after-tax, and $11.7 million, or $.21 per share after-tax, were recognized in fiscal 1997 and 1996, respectively. Net cash proceeds received from the sales were $45.8 million and $16.6 million, respectively. Silicon Valley Group, Inc. During the third quarter of fiscal 1995, the Company sold its equity interest in Silicon Valley Group, Inc. for net cash proceeds of $49.8 million, resulting in a before- tax gain of $20.8 million, or $.40 per share after- tax. Discontinued Operations Material Sciences Segment. The Company received $64.8 million in the first quarter of fiscal 1995 from the sale of its Material Sciences segment (Metco) to Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland. During fiscal 1994, Metco was reported as a discontinued operation. Note 3 Debt and Lines of Credit There were no domestic borrowings outstanding at June 30, 1997 or 1996. Foreign loans payable and long-term debt at June 30, 1997 and 1996 are summarized below: (Dollar amounts in millions) 1997 1996 Loans Payable Notes payable, banks $18.1 $25.4 Current maturity of Yen loan 25.7 Total loans payable $18.1 $51.1 Long-term Debt Yen loan $33.6 $ - Other .9 Total long-term debt $33.6 $ .9 The weighted average interest rates at June 30, 1997 and 1996 for notes payable to foreign banks were 2.4% and 3.7%, respectively. During the third quarter of fiscal 1997, the Company replaced its Yen 2.8 billion ($25.7 million at June 30, 1996) loan, which matured in February 1997, with a Yen 3.8 billion ($33.6 million at June 30, 1997) variable rate long-term loan which matures in March 2002. Through an interest rate swap agreement (see Note 12), the effective interest rate for the new loan is 2.1% compared with 3.3% for the previous loan. Page 48

On June 1, 1994, the Company entered into a $100 million three year revolving credit agreement. The agreement was amended in fiscal 1996 to extend the maturity an additional three years to June 1, 2000. Commitment and facility fees are based on leverage and interest coverage ratios. Interest rates on amounts borrowed vary depending on whether borrowings are undertaken in the domestic or Eurodollar markets. There were no borrowings under the facility at June 30, 1997 or 1996. At June 30, 1997, the Company had unused credit facilities for short-term borrowings from domestic and foreign banks in various currencies totaling $319 million. Under various debt and credit agreements, the Company is required to maintain certain minimum net worth and interest coverage ratios. There are no maturities of long-term debt scheduled for fiscal 1998, 1999, 2000, or 2001. The Yen 3.8 billion loan matures in fiscal 2002. Note 4 Income Taxes Income before income taxes for fiscal 1997, 1996, and 1995 is summarized below: (Dollar amounts in millions) 1997 1996 1995 United States $ 98.6 $ 16.3 $ 58.8 Foreign 58.8 19.2 23.8 Total $ 157.4 $ 35.5 $ 82.6 The components of the provision for income taxes for fiscal 1997, 1996 and 1995 consisted of the following: (Dollar amounts in millions) 1997 1996 1995 Currently Payable Federal $ 55.9 $ 9.4 $ 2.2 Foreign 23.8 23.8 17.2 State and local .3 1.0 .9 Total currently payable 80.0 34.2 20.3 Deferred Federal (41.0) (4.4) (7.5) Foreign 3.2 (8.2) 2.9 Total deferred (37.8) (12.6) (4.6) Total provision for income taxes $ 42.2 $ 21.6 $ 15.7 Significant components of deferred tax assets and liabilities at June 30, 1997 and 1996 are summarized below: (Dollar amounts in millions) 1997 1996 Deferred Tax Assets Intangibles $ 6.4 $ 10.4 Inventories 6.1 6.7 Postretirement and postemployment benefits 35.7 35.9 Other reserves and accruals 48.2 76.8 Tax credit carryforwards 4.9 10.4 Foreign loss carryforwards 12.3 10.0 Subtotal 113.6 150.2 Valuation allowance (41.7) (105.6) Total deferred tax assets 71.9 44.6 Deferred Tax Liabilities Inventories .6 .7 Other reserves and accruals 5.1 6.0 Total deferred tax liabilities 5.7 6.7 Total deferred tax assets, net $ 66.2 $ 37.9 A reconciliation of the federal statutory tax to the Company's tax provision for fiscal 1997, 1996, and 1995 is set forth in the following table: (Dollar amounts in millions) 1997 1996 1995 Federal statutory rate 35% 35% 35% Tax at federal statutory rate $ 55.1 $ 12.4 $ 28.9 State income taxes (net of federal benefit) .2 .7 .6 Effect on income from foreign operations 40.4 14.7 13.4 Effect on income from foreign sales corporation (4.8) (3.2) Acquired research and development 9.4 9.5 Domestic temporary differences for which benefit is recognized (60.6) (12.7) (23.7) Other 2.5 .2 (3.5) Total provision for income taxes $ 42.2 $ 21.6 $ 15.7 Page 49

At June 30, 1997, the Company had a U.S. alternative minimum tax credit carryforward of $4.8 million with an indefinite carryforward period. The Company has loss carryforwards of approximately $29 million in various foreign countries, primarily in Germany and Japan, with varying expiration dates. During the fourth quarter of fiscal 1997, the Company reduced its deferred tax valuation allowance, resulting in the recognition of a $50.0 million deferred tax benefit. Based on continued improvement in the Company's outlook for sustained profitability, management believes it is more likely than not it will generate taxable income sufficient to realize the Company's $66.2 million net deferred tax asset. The valuation allowance adjustment incorporates management's assessment of the significant cumulative progress made by the Company over the past years to increase taxable income in certain geographic areas. Such reassessment is reinforced by the positive effect of the recent restructuring charges. The benefit resulting from the valuation allowance release was substantially offset by a fourth quarter accrual for tax costs related to gains on foreign reorganizations. U.S. income taxes have not been provided on approximately $124 million of net unremitted earnings from foreign subsidiaries since the Company intends to permanently reinvest substantially all of such earnings in the operations of the subsidiaries. In those instances where the Company expects to remit earnings, the effect on the results of operations, after considering available tax credits and amounts previously accrued, was not significant. The Company's federal tax returns have been examined by the Internal Revenue Service (IRS) for the years 1975 through 1989, and the IRS is currently examining the years 1990 through 1992. It is anticipated that an agreement with the IRS to settle all years through 1987 will be finalized during fiscal 1998, including the years litigated before the U.S. Tax Court. The years 1988 and 1989 are under consideration at the IRS appeals level. It is expected the field work for the IRS examination of the years 1990 to 1992 and the written report of findings will be completed in fiscal 1998. The tax returns for Applied Biosystems Inc. (ABI), acquired by the Company in 1993, are also being examined by the IRS. ABI years 1989 to 1991 are under consideration at the IRS appeals level, while 1992 and 1993 are currently under examination by the IRS. It is management's opinion that it has adequately provided in the financial statements for any IRS adjustments for these years. Note 5 Retirement and Other Benefits Pension Plans. The Company maintains or sponsors pension plans that cover substantially all worldwide employees. Pension benefits earned are generally based on years of service and compensation during active employment. However, the level of benefits and terms of vesting vary among the plans. Pension plan assets are administered by trustees and are principally invested in equity and fixed income securities. The funding of pension plans is determined in accordance with statutory funding requirements. The total worldwide pension expense for all employee pension plans was $15.1 million, $15.2 million, and $15.0 million for fiscal 1997, 1996, and 1995, respectively. The actuarial assumptions used in the determination of net pension expense, as well as the components thereof, are set forth in the following tables: Domestic Plans (Dollar amounts in millions) 1997 1996 1995 Assumptions Discount rate 8 1/2% 8 1/2% 8 1/2% Compensation increase 4% 4% 4% Long-term rate of return 8 1/2-9 1/4% 8 1/2-9 1/4% 8 1/2-9 1/4% Components Service cost $ 8.0 $ 7.6 $ 7.8 Interest cost 37.0 33.0 30.7 Actual return on assets (35.6) (32.1) (29.9) Net amortization and deferral (1.0) (1.4) (.9) Net pension expense $ 8.4 $ 7.1 $ 7.7 Foreign Plans (Dollar amounts in millions) 1997 1996 1995 Assumptions Discount rate 6-8% 6-8% 6 1/2-8% Compensation increase 3 1/2-4 1/2% 4-4 1/2% 4 1/4-4 1/2% Long-term rate of return 6 1/2-9 1/2% 6 1/2-9 1/2% 6 1/2-10% Components Service cost $ 2.7 $ 3.2 $ 3.0 Interest cost 6.3 6.7 6.2 Actual return on assets (3.5) (4.0) (2.6) Net amortization and deferral 1.2 2.2 .7 Net pension expense $ 6.7 $ 8.1 $ 7.3 Page 50

The following table sets forth the funded status of the plans and amounts recognized in the Company's Consolidated Statements of Financial Position at June 30, 1997 and 1996: Domestic Plans Assets Exceed Accumulated Accumulated Benefits Benefits Exceed Assets (Dollar amounts in millions) 1997 1997 1996 Plan assets at fair value $ 474.2 $ - $ 422.2 Projected benefit obligation 475.0 10.7 435.1 Plan assets less than projected benefit obligation (.8) (10.7) (12.9) Unrecognized items: Net actuarial loss 43.3 1.7 48.1 Prior service cost (5.5) 3.0 (5.1) Net transition (asset) obligation (7.2) .5 (9.0) Minimum pension liability adjustment (3.8) (31.5) Prepaid (accrued) pension expense $ 29.8 $ (9.3) $ (10.4) Actuarial present value of accumulated benefits $ 470.2 $ 9.3 $ 432.5 Accumulated benefit obligation related to vested benefits $ 461.7 $ 8.0 $ 424.1 A minimum pension liability adjustment is required when the actuarial present value of accumulated benefits exceeds plan assets and accrued pension liabilities. The minimum liability adjustment, less allowable intangible assets, net of tax benefit, is reported as a reduction of shareholders' equity. At June 30 1997, pension plan assets exceeded the present value of accumulated benefits for most plans. Accordingly, the additional minimum liability was reduced to $.7 million at June 30, 1997 from $29.4 million at June 30, 1996. Foreign Plans Assets Exceed Accumulated Accumulated Benefits Benefits Exceed Assets (Dollar amounts in millions) 1997 1996 1997 1996 Plan assets at fair value $ 32.0 $ 27.9 $ - $ - Projected benefit obligation 30.3 28.0 64.9 70.2 Plan assets greater (less) than projected benefit obligation 1.7 (.1) (64.9) (70.2) Unrecognized items: Net actuarial (gain) loss 3.2 3.9 (2.5) (2.3) Prior service cost 1.5 1.1 Net transition (asset) obligation (1.9) (2.2) 4.0 5.0 Prepaid (accrued) pension expense $ 4.5 $ 2.7 $(63.4) $(67.5) Actuarial present value of accumulated benefits $ 28.0 $ 26.0 $ 56.1 $ 60.1 Accumulated benefit obligation related to vested benefits $ 27.8 $ 25.7 $ 52.5 $ 56.3 Savings Plan. Effective October 1, 1995, the Company's domestic profit sharing and savings plan was reconfigured to form a Company matched 401(k) savings plan. The amended plan provides for automatic Company contributions of 2% of eligible compensation and a dollar-for-dollar matching contribution of up to 4% of eligible compensation. The Company's contributions to this plan were $9.6 million and $7.4 million for fiscal 1997 and 1996, respectively. Prior to the amendment, the profit sharing and savings plan allowed for Company contributions in an amount equal to 8% of consolidated income before income taxes, as defined by the plan, provided the Company's contribution did not reduce earnings below $.3125 per share of common stock. The profit sharing payment by the Company was allocated among its domestic employees in direct proportion to their earnings. The Company's contribution to this plan was $7.6 million for fiscal 1995. Retiree Health Care and Life Insurance Benefits. The Company provides certain health care and life insurance benefits to domestic employees, hired prior to January 1, 1993, who Page 51

retire and satisfy certain service and age requirements. Generally, medical coverage pays a stated percentage of most medical expenses, reduced for any deductible and payments made by Medicare or other group coverage. The cost of providing these benefits is shared with retirees. The plan is unfunded. The following table sets forth the accrued postretirement benefit liability recognized in the Company's Consolidated Statements of Financial Position at June 30, 1997 and 1996: (Dollar amounts in millions) 1997 1996 Actuarial Present Value of Postretirement Benefit Obligation Retirees $ 60.6 $ 64.4 Fully eligible active participants 1.0 .8 Other active participants 9.7 9.4 Accumulated postretirement benefit obligation (APBO) 71.3 74.6 Unrecognized net gain 24.4 21.5 Accrued postretirement benefit liability $ 95.7 $ 96.1 The net postretirement benefit cost for fiscal 1997 and 1996 included the following components: (Dollar amounts in millions) 1997 1996 Service cost $ .6 $ .6 Interest cost 5.8 6.0 Amortization of unrecognized gain (1.3) (1.1) Net postretirement benefit cost $ 5.1 $ 5.5 The discount rate used in determining the APBO was 8.5% in fiscal 1997 and 1996. The assumed health care cost trend rate used for measuring the APBO was divided into three categories: 1997 1996 Pre-65 participants 10.3% 11.0% Post-65 participants 7.7% 8.1% Medicare 7.7% 8.1% All three rates were assumed to decline to 5.5% over eight and nine years in fiscal 1997 and 1996, respectively. If the health care cost trend rate was increased 1%, the APBO, as of June 30, 1997, would have increased 10%. The effect of this change on the aggregate of service and interest cost for fiscal 1997 would be an increase of 11%. Postemployment Benefits. The Company provides certain postemployment benefits to eligible employees. These benefits generally include severance, disability, and medical-related costs paid after employment but before retirement. Note 6 Business Segments and Geographic Area Information Business Segments. The Company reorganized into two separate segments in fiscal 1996. This change incorporated the Company's decentralized management philosophy and recognized the differing business and strategic objectives of both divisions. The Applied Biosystems Division is comprised of biochemical instrument systems and associated consumable products for life science research and related applications. These automated systems are used for synthesis, amplification, purification, isolation, analysis and sequencing of nucleic acids, proteins, and other biological molecules. The Analytical Instruments Division is comprised of equipment and systems used for determining the composition and molecular structure of chemical substances (both organic and inorganic), data handling devices, and real time, process analysis systems to monitor process quality and environmental purity. Through a joint venture, the Company manufactures and sells mass spectrometry instrument systems in both industry segments. Geographic Areas. Revenues between geographic areas are primarily comprised of the sale of products by the Company's manufacturing units. The revenues reflect the rules and regulations of the respective governing tax authorities. Net revenues and operating profits are reported in the region of destination. Operating income is determined by deducting from net revenues the related costs and operating expenses attributable to the region. Research, development and engineering expenses are reflected in the area where the activity was performed. Identifiable assets include all assets directly identified with those geographic areas. Corporate assets include cash and short-term investments, deferred tax assets, property, plant, and equipment, minority equity investments, and other assets that are corporate in nature. Export net revenues for fiscal 1997, 1996, and 1995 were $43.7 million, $44.6 million and $45.4 million, respectively. Page 52

Business Segments <TABLE> <CAPTION> Applied Analytical (Dollar amounts in millions) Biosystems Instruments Corporate Consolidated <S> <C> <C> <C> <C> 1997 Net revenues $ 652.7 $ 624.1 $ - $ 1,276.8 Segment income (loss) $ 135.6 $ 56.1 $ (31.2) $ 160.5 Restructuring charge (13.0) (13.0) Acquired research and development (26.8) (26.8) Impairment of assets (.7) (6.8) (7.5) Operating income (loss) $ 108.1 $ 36.3 $ (31.2) $ 113.2 Identifiable assets $ 391.3 $ 384.5 $ 329.0 $ 1,104.8 Capital expenditures $ 34.5 $ 14.1 $ 13.6 $ 62.2 Depreciation and amortization $ 15.7 $ 18.6 $ 1.7 $ 36.0 1996 Net revenues $ 532.3 $ 630.6 $ - $ 1,162.9 Segment income (loss) $ 120.6 $ 28.7 $ (24.5) $ 124.8 Restructuring charge (71.6) (71.6) Acquired research and development (27.1) (27.1) Operating income (loss) $ 93.5 $ (42.9) $ (24.5) $ 26.1 Identifiable assets $ 319.3 $ 401.6 $ 220.4 $ 941.3 Capital expenditures $ 18.2 $ 13.6 $ .6 $ 32.4 Depreciation and amortization $ 12.1 $ 28.7 $ .4 $ 41.2 1995 Net revenues $ 438.1 $ 625.4 $ - $ 1,063.5 Segment income (loss) $ 81.7 $ 26.7 $ (17.5) $ 90.9 Restructuring charge (19.2) (3.8) (23.0) Operating income (loss) $ 81.7 $ 7.5 $ (21.3) $ 67.9 Identifiable assets $ 269.7 $ 440.8 $ 178.3 $ 888.8 Capital expenditures $ 12.2 $ 16.3 $ .4 $ 28.9 Depreciation and amortization $ 10.7 $ 29.5 $ .5 $ 40.7 </TABLE> Page 53

Geographic Areas <TABLE> <CAPTION> United Other (Dollar amounts in millions) States Europe Far East Countries Corporate Consolidated <S> <C> <C> <C> <C> <C> <C> 1997 Total revenues $ 524.8 $ 632.3 $ 381.1 $ 83.5 $ - $ 1,621.7 Transfers between geographic areas (40.4) (135.5) (147.3) (21.7) (344.9) Revenues to unaffiliated customers $ 484.4 $ 496.8 $ 233.8 $ 61.8 $ $ 1,276.8 Income (loss) $ 4.0 $ 105.5 $ 73.8 $ 8.4 $ (31.2) $ 160.5 Restructuring charge (5.2) (5.9) (.9) (1.0) (13.0) Acquired research and development (26.8) (26.8) Impairment of assets (1.9) (5.6) (7.5) Operating income (loss) $ (29.9) $ 99.6 $ 72.9 $ 1.8 $ (31.2) $ 113.2 Identifiable assets $ 356.7 $ 270.0 $ 120.4 $ 28.7 $ 329.0 $ 1,104.8 1996 Total revenues $ 461.8 $ 581.2 $ 346.6 $ 79.3 $ - $ 1,468.9 Transfers between geographic areas (43.6) (119.9) (124.6) (17.9) (306.0) Revenues to unaffiliated customers $ 418.2 $ 461.3 $ 222.0 $ 61.4 $ $ 1,162.9 Income (loss) $ (9.4) $ 76.7 $ 72.6 $ 9.4 $ (24.5) $ 124.8 Restructuring charge (12.4) (59.2) (71.6) Acquired research and development (27.1) (27.1) Operating income (loss) $ (48.9) $ 17.5 $ 72.6 $ 9.4 $ (24.5) $ 26.1 Identifiable assets $ 336.6 $ 255.3 $ 98.4 $ 30.6 $ 220.4 $ 941.3 1995 Total revenues $ 447.7 $ 542.0 $ 296.6 $ 71.3 $ - $ 1,357.6 Transfers between geographic areas (54.0) (119.7) (101.3) (19.1) (294.1) Revenues to unaffiliated customers $ 393.7 $ 422.3 $ 195.3 $ 52.2 $ $ 1,063.5 Income (loss) $ (20.5) $ 68.4 $ 52.2 $ 8.3 $ (17.5) $ 90.9 Restructuring charge (9.4) (8.3) (1.4) (.1) (3.8) (23.0) Operating income (loss) $ (29.9) $ 60.1 $ 50.8 $ 8.2 $ (21.3) $ 67.9 Identifiable assets $ 322.0 $ 253.8 $ 102.5 $ 32.2 $ 178.3 $ 888.8 Page 54

Note 7 Shareholders' Equity Treasury Stock. Common stock purchases were made in support of the Company's various stock plans. The Company has no specific share repurchase targets but may make periodic open market purchases from time to time. During fiscal 1997, 1996, and 1995, the Company purchased .4 million, .8 million, and .5 million shares, respectively, to support various stock plans. The remaining number of shares available under a purchase authorization at June 30, 1997 is 4.2 million. Equity Put Warrants. During the first quarter of fiscal 1997, the Company sold in a private placement 600,000 put warrants on shares of its common stock. Each warrant obligated the Company to purchase the shares from the holder, at specified prices, if the closing price of the common stock was below the exercise price on the maturity date. The cash proceeds from the sale of the put warrants were $1.8 million and have been included in capital in excess of par value. During fiscal 1997, all 600,000 warrants expired unexercised. Shareholders' Protection Rights Plan. The Company has a Shareholders' Protection Rights Plan designed to protect shareholders against abusive takeover tactics by declaring a dividend of one right on each outstanding share of common stock. Each right entitles shareholders to buy one one-hundredth of a newly issued share of participating preferred stock having economic and voting terms similar to those of one share of common stock at an exercise price of $90, subject to adjustment. The rights will be exercisable only if a person or a group: (a) acquires 20% or more of the Company's shares or (b) commences a tender offer that will result in such person or group owning 20% or more of the Company's shares. Before that time, the rights trade with the common stock, but thereafter they become separately tradeable. Upon exercise, after a person or a group acquires 20% or more of the Company's shares, each right (other than rights held by the acquiring person) will entitle the shareholder to purchase a number of shares of preferred stock of the Company having a market value of two times the exercise price. If the Company is acquired in a merger or other business combination, each right will entitle the shareholder to purchase at the then exercise price a number of shares of common stock of the acquiring company having a market value of two times such exercise price. If any person or group acquires between 20% and 50% of PE's shares, the Company's Board of Directors may, at its option, exchange one share of the Company's common stock for each right. The rights are redeemable at the Company's option at one cent per right prior to a person or group becoming an acquiring person. Note 8 Stock Plans Stock Option Plans. Under the Company's stock option plans, officers and other key employees may be granted options, each of which allows for the purchase of common stock at a price of not less than 100% of fair market value at the date of grant. Under the vesting requirements, 50% of the options are exercisable after one year and 100% after two years. Options expire ten years from the date of grant. Transactions relating to the stock option plans of the Company are summarized below: Weighted Average Number of Exercise (Option prices per share) Options Price Outstanding at June 30, 1994 4,313,750 $ 28.36 Granted at $28.81-$31.25 543,300 $ 30.97 Exercised at $10.70-$35.13 424,017 $ 22.72 Cancelled 315,742 $ 31.99 Outstanding at June 30, 1995 4,117,291 $ 29.00 Granted at $34.56-$54.81 511,650 $ 49.45 Exercised at $10.70-$37.75 1,359,054 $ 29.53 Cancelled 133,059 $ 33.50 Outstanding at June 30, 1996 3,136,828 $ 32.61 Granted at $51.31-$80.44 1,278,650 $ 65.54 Exercised at $10.70-$54.81 1,117,109 $ 29.61 Cancelled 67,006 $ 45.17 Outstanding at June 30, 1997 3,231,363 $ 46.48 Options exercisable at June 30, 1997 1,873,438 $ 33.78 Fiscal 1997 options grants do not include 160,000 options that were granted subject to shareholder approval. At June 30, 1997, 57,200 shares remained available for option grant. The following table summarizes options outstanding and exercisable at June 30, 1997: Weighted Average Con- tractual Number of Life Exercise (Option prices per share Options Remaining Price Options Outstanding At $10.70-$25.00 258,373 2.9 $ 19.76 At $25.45-$54.81 2,004,690 6.7 $ 38.95 At $54.94-$80.44 968,300 9.6 $ 69.19 Options Exercisable At $10.70-$25.00 258,373 2.9 $ 19.76 At $25.45-$54.81 1,615,065 5.9 $ 36.03 Page 55

Employee Stock Purchase Plan. The Employee Stock Purchase Plan offers domestic employees the right to purchase, over a certain period, shares of common stock on an annual offering date. The purchase price is equal to the lower of 85% of the average market price of the common stock on the offering date or 85% of the average market price of the common stock on the last day of the purchase period. Common stock issued under the Employee Stock Purchase Plan was .1 million shares in each of fiscal 1997, 1996, and 1995. At June 30, 1997, .6 million shares remained available for issuance. Director Stock Purchase and Deferred Compensation Plan. The Company has a Director Stock Purchase and Deferred Compensation Plan that requires non- employee directors of the Company to apply at least 50% of their annual retainer to the purchase of common stock. The purchase price is the fair market value on the first business day of the third month of each fiscal quarter. At June 30, 1997, approximately .1 million shares were available for issuance. Restricted Stock. As part of the Company's Stock Incentive Plan, key employees may be granted shares of restricted stock that will vest when certain continuous employment restrictions and/or specified performance goals are achieved. The fair value of shares granted is generally expensed over the restricted periods, which may vary depending on the estimated achievement of performance goals. Restricted stock granted to key employees during fiscal 1997, 1996, and 1995 was 42,000 shares, 185,000 shares (155,000 of which were subject to shareholder approval in fiscal 1997), and 70,000 shares, respectively. Compensation expense recognized for these awards was $11.7 million and $5.1 million in fiscal 1997 and 1996, respectively. No amount was required to be charged to expense for fiscal 1995. Accounting for Stock-Based Compensation. The Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its stock-based compensation plans (see Note 1). Accordingly, no compensation expense has been recognized for its stock option and employee stock purchase plans. Pro forma net income and earnings per share information, as required by SFAS No. 123, "Accounting for Stock-Based Compensation," has been determined for employee stock plans under the statement's fair value method. The fair value of the options was estimated at grant date using a Black-Scholes option pricing model with the following weighted average assumptions for fiscal 1997 and 1996, respectively: dividend yields of 1.06% and 1.43%; volatility factors of the expected market price of the Company's common stock of 22%; an expected option life of five years; and the five year U.S. treasury interest rate on the grant dates as the risk-free interest rate. For purposes of pro forma disclosure, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information is presented below: (Dollar amounts in millions, except per share amounts) For the years ended June 30, 1997 1996 Net income - as reported $ 115.2 $ 13.9 Net income - pro forma $ 107.6 $ 12.5 Earnings per share - as reported $ 2.58 $ .32 Earnings per share - pro forma $ 2.41 $ .28 The fair value method of accounting has not been applied to options granted prior to July 1, 1995. Therefore, this disclosure is not likely to be representative of the effects on reported net earnings for future years since options vest over several years and additional awards generally are made each year. The weighted average fair value of options granted was $19.78 and $14.09 per share for fiscal 1997 and 1996, respectively. Note 9 Additional Information Selected Accounts. The following table provides the major components of selected accounts of the Consolidated Statements of Financial Position: (Dollar amounts in millions) At June 30, 1997 1996 Prepaid Expenses & Other Current Assets Current deferred tax assets $ 40.6 $ 31.5 Other 61.7 50.9 Total prepaid expenses and other current assets $ 102.3 $ 82.4 Other Accrued Expenses Deferred service contract revenues $ 45.1 $ 40.1 Accrued pension liabilities 17.9 19.4 Restructuring provisions 33.3 63.6 Other 81.7 83.5 Total other accrued expenses $ 178.0 $ 206.6 Other Long-term Liabilities Accrued pension liabilities $ 62.3 $ 63.6 Accrued postretirement benefits 91.2 93.8 Other 25.6 18.4 Total other long-term liabilities $ 179.1 $ 175.8 Page 56

Related Party Transactions. One of the Company's directors is an employee of F. Hoffmann-La Roche Ltd. (Roche), a pharmaceutical manufacturer and strategic partner of the Company in the biotechnology field. The Company made payments to Roche and its affiliates, for the purchase of reagents and consumables, of $68.2 million in fiscal 1997 and $59.7 million in fiscal 1996. Note 10 Provision for Restructured Operations The Company initiated restructuring actions in fiscal 1997, 1996, and 1995 primarily targeted to improve the profitability and cash flow performance of the Analytical Instruments Division. The fiscal 1995 plan focused solely on cost reduction. The fiscal 1996 plan was a broader program to reduce administrative and manufacturing overhead and improve operating efficiency, primarily in Europe and the United States. The fiscal 1997 plan focuses on the transition from highly vertical manufacturing operations to more reliance on outsourcing functions not considered core competencies. The before-tax charges associated with the implementation of these restructuring plans were $24.2 million, $71.6 million, and $23.0 million in fiscal 1997, 1996, and 1995, respectively. In addition, fiscal 1997 reflected an $11.2 million before-tax reduction of charges required to implement the fiscal 1996 plan. Fiscal 1997. During the fourth quarter of fiscal 1997, the Company announced a follow-on phase to the Analytical Instrument Division's profit improvement program. The restructuring cost for this action was $24.2 million before-tax and included $19.4 million for costs focused on further improving the operating efficiency of manufacturing facilities in the United States, Germany, and the United Kingdom. These actions are designed to help transition the Analytical Instruments Division from a highly vertical manufacturing operation to one that relies more on outsourcing functions not considered core competencies. The restructuring charge also included $4.8 million to finalize the consolidation of sales and administrative support, primarily in Europe where seventeen facilities will be closed. The workforce reductions under this plan total approximately 285 employees in production labor and 25 employees in sales and administrative support. The charge included $11.9 million for severance related costs. The $12.3 million provided for facility consolidation and asset related write-offs included $1.2 million for lease termination payments and $11.1 million for the write-off of machinery, equipment, and tooling associated with those functions to be outsourced. These changes are scheduled to be substantially completed by June 1998. The Company expects to achieve before-tax savings from these actions of approximately $8 million in fiscal 1998 and $16 million in succeeding fiscal years. The following table details the major components of the fiscal 1997 restructuring provision: Facility Consolidation and Asset Related (Dollar amounts in millions) Personnel Write-offs Total Provision Changes in manufacturing operations $ 9.6 $ 9.8 $ 19.4 Consolidation of sales and administrative support 2.3 2.5 4.8 Total provision $ 11.9 $ 12.3 $ 24.2 Fiscal 1997 Activity Changes in manufacturing operations $ .1 $ 4.6 $ 4.7 Consolidation of sales and administrative support Total fiscal 1997 activity $ .1 $ 4.6 $ 4.7 Balance at June 30, 1997 Changes in manufacturing operations $ 9.5 $ 5.2 $ 14.7 Consolidation of sales and administrative support 2.3 2.5 4.8 Balance at June 30, 1997 $ 11.8 $ 7.7 $ 19.5 Fiscal 1996. The fiscal 1996 before-tax restructuring charge of $71.6 million was the first phase of a plan focused on improving the profitability and cash flow performance of the Analytical Instruments Division. In connection with the plan, the division was reorganized into three vertically integrated, fiscally accountable operating units, a distribution center in Holland was established to centralize the European infrastructure for shipping, administration, and related functions, and a program was implemented to eliminate excess production capacity in Germany. The charge included $37.8 million for worldwide workforce reductions of approximately 390 positions in manufacturing, sales and support, and administrative functions. The charge also included $33.8 million for facility consolidation and asset related write-offs associated with the discontinuation of various product lines. In fiscal 1996, the Company transferred the development and manufacturing of certain analytical instrument product lines from its facility in Germany to other sites, primarily in the United States. The facility in Germany remains the principal site for the development of atomic absorption products. In fiscal 1996, a distribution center in Holland as established to provide an integrated sales, shipment and administration Page 57

support infrastructure for the Company's European operations, and to integrate certain operating and business activities. The European distribution center includes certain administrative, financial, and information systems functions that were previously transacted at individual locations throughout Europe. In the fourth quarter of fiscal 1997, the Company finalized the actions associated with the restructuring plan announced in fiscal 1996. The costs to implement the program were $11.2 million below the $71.6 million charge recorded in fiscal 1996. As a result, during the fourth quarter of fiscal 1997, the Company recorded an $11.2 million reduction of charges required to implement the fiscal 1996 plan. The following table details the major components of the fiscal 1996 restructuring provision: Facility Consolidation and Asset Related (Dollar amounts in millions) Personnel Write-offs Total Provision Reduction of excess European manufacturing capacity $ 19.7 $ 23.0 $ 42.7 Reduction of European distribution and administrative capacity 11.5 6.0 17.5 Other worldwide workforce reductions and facility closings 6.6 4.8 11.4 Total provision $ 37.8 $ 33.8 $ 71.6 Fiscal 1996 Activity Reduction of excess European manufacturing capacity $ 2.1 $ 6.7 $ 8.8 Reduction of European distribution and administrative capacity 1.6 .7 2.3 Other worldwide workforce reductions and facility closings 1.9 1.6 3.5 Total fiscal 1996 activity $ 5.6 $ 9.0 $ 14.6 Fiscal 1997 Activity Reduction of excess European manufacturing capacity $ 10.9 $ 6.6 $ 17.5 Adjustment to decrease liabilities originally accrued for excess European manufacturing capacity 4.7 6.5 11.2 Reduction of European distribution and administrative capacity 6.2 4.4 10.6 Other worldwide workforce reductions and facility closings 1.9 2.0 3.9 Total fiscal 1997 activity $ 23.7 $ 19.5 $ 43.2 Balance at June 30, 1997 Reduction of excess European manufacturing capacity $ 2.0 $ 3.2 $ 5.2 Reduction of European distribution and administrative capacity 3.7 .9 4.6 Other worldwide workforce reductions and facility closings 2.8 1.2 4.0 Balance at June 30, 1997 $ 8.5 $ 5.3 $ 13.8 As of June 30, 1997 approximately 335 employees were separated under the plan. During fiscal 1997, the Company achieved operating cost savings of approximately $25 million related to these actions, and expects to achieve cost savings in excess of $40 million for fiscal 1998. Fiscal 1995. The Company recorded a $23.0 million before-tax charge in the fourth quarter of fiscal 1996 for restructuring actions focused on reducing costs within the Analytical Instruments Division infrastructure. The charge included $20.7 million of severance and related costs for workforce reductions and $2.3 million of closure and facility consolidation expenses. All costs resulted in cash outlays and the actions were implemented by the third quarter of fiscal 1996. Page 58

The workforce reductions were accomplished through involuntary terminations worldwide as well as a voluntary retirement incentive plan in the United States. The reductions affected all geographic areas of operation and all disciplines ranging from production labor to executive management. This included product departments, manufacturing, engineering, sales, service and support as well as corporate administrative staff. The voluntary retirement incentive plan was accepted by 91 employees at a cost of $6.8 million. Some of these positions were replaced, but at a lower overall cost basis. The closure and facility consolidation actions included the shutdown of the Company's Puerto Rico manufacturing facility, consolidation of sales offices in the Far East, and consolidation of administrative departments in the United States. The closure of operations in Puerto Rico included severance costs for 46 employees, lease termination payments, and other related costs. The Far East costs included lease penalties and restoration of vacated offices. There were no adjustments made to increase or decrease the liabilities originally accrued for this restructuring plan. Through June 30, 1997, all costs associated with the plan were incurred, and the balance remaining was not material. Benefits from this restructuring program were offset in part by the costs of hiring and training of new employees, moving, and relocation. The restructuring actions resulted in approximately $25 million and $20 million of before-tax savings in fiscal 1997 and 1996, respectively. Note 11 Commitments and Contingencies Future minimum payments at June 30, 1997 under non- cancelable operating leases for real estate and equipment were as follows: (Dollar amounts in millions) 1998 $ 18.2 1999 15.1 2000 13.1 2001 9.9 2002 9.5 2003 and thereafter 61.9 Total $ 127.7 Rental expense was $29.7 million in fiscal 1997, $31.3 million in fiscal 1996, and $32.5 million in fiscal 1995. The Company has entered into a fifteen year non- cancelable lease for a facility in Foster City, California, effective July 1, 2000. Total lease payments over the fifteen year period will be approximately $42 million. The Company has implemented a program to improve its information technology infrastructure. A capital commitment of approximately $40 million is expected to be paid in fiscal 1998 when the improvements are delivered, implemented and accepted. The Company currently intends to fund this obligation from operating cash flow. The Company has been named as a defendant in several legal actions arising from the conduct of its normal business activities. Although the amount of any liability that might arise with respect to any of these matters cannot be accurately predicted, the resulting liability, if any, will not in the opinion of management have a material adverse effect on the financial statements of the Company. Note 12 Financial Instruments Derivatives. The Company utilizes foreign exchange forward and option contracts and an interest rate swap agreement to manage foreign currency and interest rate exposures. The principal objective of these contracts is to minimize the risks and/or costs associated with global financial and operating activities. The Company does not use derivative financial instruments for trading or other speculative purposes, nor is the Company a party to leveraged derivatives. Foreign Currency Risk Management. Foreign exchange forward and option contracts are used primarily to hedge reported and anticipated cash flows resulting from the sale of products in foreign locations. Option contracts outstanding at June 30, 1997 were purchased at a cost of $1.5 million. Under these contracts the Company has the right, but not the obligation, to purchase or sell foreign currencies at fixed rates at various maturity dates. These contracts are utilized primarily when the amount and/or timing of the foreign currency exposures are not certain. At June 30, 1997 and 1996, the Company had forward and option contracts outstanding for the sale and purchase of foreign currencies at fixed rates as summarized in the table below: (Dollar amounts in millions) Sold Purchased Sold Purchased At June 30, 1997 1997 1996 1996 Japanese Yen $ 83.5 $ - $ 7.9 $ - French Francs 18.1 14.4 Australian Dollars 13.7 1.4 German Marks 13.4 2.3 22.1 11.8 Italian Lira 5.6 1.2 9.8 British Pounds 8.3 3.8 3.7 Other 15.3 14.8 .2 Total $ 149.6 $ 11.8 $ 74.2 $ 15.7 Page 59

Foreign exchange contracts are accounted for as hedges of net investments, firm commitments, and foreign currency transactions. Unrealized gains and losses on hedges of net investments are reported as equity adjustments from translation on the statement of financial position. With respect to firm commitments, unrealized gains and losses are deferred and included in the basis of the transaction underlying the commitment. Gains and losses on foreign currency transactions are recognized in income and offset the foreign exchange gains and losses on the related transactions. The costs associated with entering into these contracts are amortized over the life of the contracts. Unrealized gains and losses on outstanding hedge contracts were not material for the years presented. Interest Rate Risk Management. In fiscal 1997, the Company entered into an interest rate swap in conjunction with a five year Japanese Yen debt obligation (see Note 3). The interest rate swap agreement involves the payment of a fixed rate of interest and the receipt of a floating rate of interest without the exchange of the underlying notional loan principal amount. Under this contract, the Company will make fixed interest payments of 2.1% while receiving interest at a LIBOR floating rate. No other cash payments will be made unless the contract is terminated prior to maturity, in which case the amount to be paid or received in settlement is established by agreement at the time of termination. The agreed upon amount usually represents the net present value at the then existing interest rates of the remaining obligations to exchange payments under the terms of the contract. Based on the level of interest rates prevailing at June 30, 1997, the fair value of the Company's floating rate debt approximated its carrying value. There would be a receipt of $.2 million to terminate the related interest rate swap contract which would equal the unrealized gain. Unrealized gains or losses on debt or interest rate swap contracts are not recognized for financial reporting purposes unless the debt is retired or the contracts are terminated prior to maturity. A change in interest rates would have no impact on the Company's reported interest expense and related cash payments since the floating rate debt and fixed rate swap contract have the same maturity and are based on the same interest rate index. Concentrations of Credit Risk. The forward contracts, options, and swaps used by the Company in managing its foreign currency and interest rate exposures contain an element of risk that the counterparties may be unable to meet the terms of the agreements. However, the Company minimizes such risk exposure by limiting the counterparties to a diverse group of highly rated major domestic and international financial institutions with which the Company has other financial relationships. The Company is exposed to potential losses in the event of non-performance by these counterparties; however, the Company does not expect to record any losses as a result of counterparty default. The Company does not require and is not required to place collateral for these financial instruments. Fair Value. The fair value of foreign currency forward and option contracts, as well as interest rate swaps, is estimated based on quoted market prices of comparable contracts and reflects the amounts the Company would receive or pay to terminate the contracts at the reporting date. The following table presents notional amounts and fair values of the Company's derivatives: Notional Fair Notional Fair (Dollar amounts in millions) Amount Value Amount Value At June 30, 1997 1997 1996 1996 Forward contracts $ 114.0 $ (3.7) $ 89.9 $ .3 Purchased options $ 47.4 $ .7 Interest rate swap $ 33.6 $ .2 The following methods are used in estimating the fair value of other significant financial instruments held or owed by the Company. Cash and short-term investments approximate their carrying amount due to the duration of these instruments. Fair values of minority equity investments and notes receivable are estimated based on quoted market prices, if available, or quoted market prices of financial instruments with similar characteristics. The fair value of debt is based on the current rates offered to the Company for debt of similar remaining maturities. The following table presents the carrying amounts and fair values of the Company's other financial instruments: Carrying Fair Carrying Fair (Dollar amounts in millions) Amount Value Amount Value At June 30, 1997 1997 1996 1996 Cash and short-term investments $196.0 $196.0 $ 96.6 $ 96.6 Minority equity investments $ 9.0 $ 9.0 $ 35.6 $ 35.6 Note receivable $ 7.2 $ 7.2 $ 7.2 $ 7.2 Short-term debt $ 18.1 $ 18.1 $ 51.1 $ 51.5 Long-term debt $ 33.6 $ 33.4 $ .9 $ .9 At June 30, 1996, the Company's investment in Etec Systems, Inc. was stated at a fair value of $31.5 million with a cost basis of $8.3 million. As a result, an unrealized holding gain of $23.2 million was reported for fiscal 1996 as a separate component of shareholders' equity. The equity interest was sold during fiscal 1997 (see Note 2). Page 60

Note 13 Quarterly Financial Information (Unaudited) The following is a summary of quarterly financial results: </TABLE> <TABLE> <CAPTION> (Dollar amounts in millions First Quarter Second Quarter Third Quarter Fourth Quarter except per share amounts) 1997 1996 1997 1996 1997 1996 1997 1996 <S> <C> <C> <C> <C> <C> <C> <C> <C> Net revenues $ 275.7 $ 264.4 $ 330.8 $ 294.0 $ 322.9 $ 299.1 $ 347.4 $ 305.4 Gross margin $ 134.7 $ 128.9 $ 163.5 $ 141.2 $ 165.8 $ 145.8 $ 170.5 $ 151.2 Net income (loss) $ 32.4 $ 17.6 $ 50.9 $ 22.8 $ 10.4 $ (36.0)$ 21.5 $ 9.5 Net income (loss) per share $ .73 $ .41 $ 1.15 $ .53 $ .23 $ (.84)$ .48 $ .22 </TABLE> Events Impacting Comparability: Fiscal 1997. First and second quarter results included gains of $11.3 million and $26.1 million, or $.23 and $.42 per share after- tax, respectively, from the sale of the Company's remaining equity interest in Etec Systems, Inc. (see Note 2). Third quarter results included a $25.4 million charge, or $.57 per share after-tax, for acquired research and development (see Note 2). Fourth quarter results included a net restructuring charge of $13.0 million, or $.19 per share after-tax (see Note 10), a $1.4 million charge, or $.03 per share after-tax, for acquired research and development (see Note 2), and a $7.5 million charge, or $.15 per share after- tax, for asset impairment (see Note 1). In addition, the Company recognized deferred royalty income, other miscellaneous income, and recorded certain compensation related expenses. The net effect of these items increased fourth quarter net income by approximately $5.0 million, or $.11 per share. Fiscal 1996. Third quarter results included a restructuring charge of $71.6 million, or $1.44 per share after-tax (see Note 10). Fourth quarter results included a $27.1 million charge, or $.62 per share after-tax, for acquired research and development, and a gain of $11.7 million, or $.21 per share after-tax, on the partial sale of the Company's equity interest in Etec Systems, Inc. (see Note 2). Stock Prices High Low High Low 1997 1997 1996 1996 First Quarter $ 58 1/8 $ 44 1/4 $ 38 $ 31 1/2 Second Quarter $ 61 7/8 $ 52 1/2 $ 40 1/4 $ 33 1/8 Third Quarter $ 77 1/8 $ 57 7/8 $ 54 1/2 $ 37 5/8 Fourth Quarter $ 81 1/8 $ 60 3/8 $ 56 1/4 $ 46 5/8 Dividends per share 1997 1996 First Quarter $ .17 $ .17 Second Quarter .17 .17 Third Quarter .17 .17 Fourth Quarter .17 .17 Total dividends per share $ .68 $ .68 Page 61

REPORT OF MANAGEMENT To The Shareholders Of The Perkin-Elmer Corporation Management is responsible for the accompanying consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, it is necessary for management to make informed judgments and estimates which it believes are in accordance with generally accepted accounting principles appropriate in the circumstances. Financial information presented elsewhere in this annual report is consistent with that in the financial statements. In meeting its responsibility for preparing reliable financial statements, the Company maintains a system of internal accounting controls designed to provide reasonable assurance that assets are safeguarded and transactions are properly recorded and executed in accordance with corporate policy and management authorization. The Company believes its accounting controls provide reasonable assurance that errors or irregularities which could be material to the financial statements are prevented or would be detected within a timely period. In designing such control procedures, management recognizes judgments are required to assess and balance the costs and expected benefits of a system of internal accounting controls. Adherence to these policies and procedures is reviewed through a coordinated audit effort of the Company's internal audit staff and independent accountants. The Audit Committee of the Board of Directors is comprised solely of outside directors and is responsible for overseeing and monitoring the quality of the Company's accounting and auditing practices. The independent accountants and internal auditors have full and free access to the Audit Committee and meet periodically with the committee to discuss accounting, auditing, and financial reporting matters. /s/ Stephen O. Jaeger Stephen O. Jaeger Vice President, Chief Financial Officer and Treasurer /s/ Tony L. White Tony L. White Chairman, President and Chief Executive Officer REPORT OF INDEPENDENT ACCOUNTANTS To The Shareholders And Board Of Directors of The Perkin-Elmer Corporation In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of operations, of shareholders' equity, and of cash flows present fairly, in all material respects, the financial position of The Perkin-Elmer Corporation and its subsidiaries at June 30, 1997 and 1996, and the results of their operations and their cash flows for each of the three fiscal years in the period ended June 30, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ Price Waterhouse Stamford, Connecticut July 23, 1997 Page 62

                        SUBSIDIARIES OF THE PERKIN-ELMER CORPORATION


   Name                                            State or Jurisdiction
                                               of Incorporation or Organization
PKN Overseas Corporation                                   (New York, USA)
        Perkin-Elmer (UK) Limited                          (UK)
            Perkin-Elmer (UK) Pension Trustees Limited     (UK)
            Perkin-Elmer Limited                           (UK)
                     Spartan Ltd.                          (Channel Isles)
                             Listronagh Company            (Ireland)
            Applied Biosystems Ltd.                        (UK)
        Perkin-Elmer Pty Limited                           (Australia)
        Perkin-Elmer (Canada) Ltd.                         (Canada)
            Perkin-Elmer Sciex *                           (Canada)
        Photovac Europa AS                                 (Denmark)
        Perkin-Elmer Taiwan Corporation                    (Delaware, USA)
        Perkin-Elmer (Thailand) Limited                    (Thailand)
        Perkin-Elmer AG                                    (Switzerland)
        Perkin-Elmer Japan Co. Ltd.                        (Japan)
        Perkin-Elmer SA                                    (France)
        Perkin-Elmer (Sweden) AB                           (Sweden)
            Perkin-Elmer AB                                (Sweden)
            Perkin-Elmer OY                                (Finland)
        Perkin-Elmer Holding BV                            (The Netherlands)
            Perkin-Elmer Europe BV                         (The Netherlands)
            Perkin-Elmer Belgium NV                        (Belgium)
            Perkin-Elmer Sro                               (Czech Republic)
            Perkin-Elmer Hungaria Kft                      (Hungary)
            Perkin-Elmer Polska Spolka zoo                 (Poland)
            Perkin-Elmer Genscope GmbH                     (Switzerland)
        Joint Stock Company Perkin-Elmer AO                (Russia)
        Perkin-Elmer South Africa Pty. Ltd.                (South Africa)
        Perkin-Elmer Instruments Asia Pte. Ltd.            (Singapore)
            Perkin-Elmer Instruments (Malaysia) SDN. BHD.  (Malaysia)
            Perkin-Elmer Instruments (Philippines) Corporat(Philippines)

Note: Persons directly owned by subsidiaries of The Perkin-Elmer Corporation
are indented and listed below their immediate parent.

*  50% ownership

SUBSIDIARIES OF THE PERKIN-ELMER CORPORATION (cont'd)

PKN Overseas Corporation
        Perkin-Elmer Holding GmbH                          (Germany)
            Bodenseewerk Perkin-Elmer GmbH                 (Germany)
            Perkin-Elmer GmbH                              (Austria)
        Perkin-Elmer Italia SpA                            (Italy)
        Perkin-Elmer Hong Kong, Ltd.                       (Hong Kong)`
        Perkin-Elmer Analytical and Biochemical
        Instruments (Beijing) Co., Ltd.                    (China)
        Analitica de Centroamerica, S.A.                   (Costa Rica)
        Perkin-Elmer Industria e Comercio Ltda.            (Brazil)
Perkin-Elmer International, Inc.                           (Delaware, USA)
Perkin-Elmer (Argentina) S.R.L.                            (Argentina)
Perkin-Elmer Korea Corporation                             (Delaware, USA)
Perkin-Elmer de Mexico SA                                  (Mexico)
Perkin-Elmer Overseas Ltd.                                 (Cayman Islands)
Perkin-Elmer Colombia Limitada                             (Colombia)
PECO Insurance Company Limited                             (Bermuda)
Perkin-Elmer China, Inc.                                   (Delaware, USA)
Perkin-Elmer FSC, Inc.                                     (U.S.Virgin Islands)
Perkin-Elmer Hispania  SA                                  (Spain)
Hitachi Perkin-Elmer, Ltd. +                               (Japan)
Tropix, Inc.                                               (Delaware, USA)
GenScope, Inc.                                             (Delaware, USA)
PE AgGen, Inc.                                             (Utah, USA)
Applied Biosystems GmbH                                    (Germany)

+49% ownership



                     CONSENT OF INDEPENDENT ACCOUNTANTS


 We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-95451, 33-25218, 33-
44191, 33-50847, 33-50849, 33-58778, and 333-15189) of The
Perkin-Elmer Corporation of our report dated July 23, 1997,
appearing on page 62 of the Annual Report to Shareholders which
is incorporated in this Annual Report on Form 10-K.  We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 20 of this
Form 10-K.




PRICE WATERHOUSE LLP







Stamford, Connecticut
September 10, 1997


                             EXHIBIT 23




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Consolidated Statement of Operations for the Twelve Months Ended
June 30, 1997 and the Consolidated Statement of Financial Position at
June 30, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         194,745
<SECURITIES>                                         0
<RECEIVABLES>                                  312,674
<ALLOWANCES>                                   (5,444)
<INVENTORY>                                    188,720
<CURRENT-ASSETS>                               794,184
<PP&E>                                         406,632
<DEPRECIATION>                               (233,595)
<TOTAL-ASSETS>                               1,104,798
<CURRENT-LIABILITIES>                          455,193
<BONDS>                                              0
<COMMON>                                        45,600
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     391,272
<TOTAL-LIABILITY-AND-EQUITY>                 1,104,798
<SALES>                                      1,276,766
<TOTAL-REVENUES>                             1,276,766
<CGS>                                          642,264
<TOTAL-COSTS>                                  642,264
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,049
<INTEREST-EXPENSE>                               2,325
<INCOME-PRETAX>                                157,378
<INCOME-TAX>                                  (42,223)
<INCOME-CONTINUING>                            115,155
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   115,155
<EPS-PRIMARY>                                     2.58
<EPS-DILUTED>                                     2.57
        


</TABLE>