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, 1994

                                   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 Identification No.)
   incorporation or organization)

   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     New York Stock Exchange
       $1.00 per share)         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

      As  of  September 6, 1994, 42,489,989 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 $1,269,389,727.


                   DOCUMENTS INCORPORATED BY REFERENCE

     Annual Report to Shareholders for Fiscal Year ended June 30, 1994 -
Parts I, II, and IV.

     Proxy Statement for Annual Meeting of Shareholders dated September
16, 1994 - Part III.

      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. [  ]


                            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 segment 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  July 29, 1993, Registrant announced plans to  divest
its  Material  Sciences segment which consists  of  its  Metco
Division  ("Metco") headquartered in Westbury, New  York.   On
April  18,  1994,  Registrant entered into an  agreement  with
Sulzer Inc. to sell Metco.  Registrant expects to complete the
sale in calendar year 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  1993,  the  financial  statements  of   ABI   and
Registrant's subsidiaries outside the United States  were  for
fiscal  years  ended  June  30,  while  Registrant's  domestic
operations reported on a July 31 fiscal year end.

     In fiscal year 1990 Registrant divested the net assets of
what   had   been   its   Semiconductor   Equipment,   Avionic
Instrumentation, and Electro-Optical segments.


     (b) Financial Information About Industry Segments.

     Registrant  is engaged in one business segment  which  is
generally  described as analytical instruments.   Accordingly,
separate segment financial information is not provided.

                                     - 1 -

(c) Narrative Description of Business. BUSINESS Registrant develops, manufactures, markets, sells, and services analytical instrument systems. Included in this industry segment are biochemical analytical instrument systems, consisting of instruments 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. This industry segment also includes analytical instrument systems for determining the composition and molecular structure of chemical substances (both organic and inorganic) and measuring the concentration of materials in a sample. These instruments include: spectrophotometers utilizing a number of analytical techniques; gas and liquid chromatographs; thermal analyzers; thermal cyclers; analytical balances; flame photometers; polarimeters; data-handling devices that are principally designed for use with analytical instruments; and data systems for applications in analytical chemistry. In a joint venture, Perkin-Elmer Sciex Instruments, Registrant is engaged in the manufacture and sale of mass spectrometry instrument systems. Registrant also develops, manufactures, markets, and services on-line, real time, process analysis systems to monitor process quality and environmental purity. Registrant's instruments are used by private industry, educational and research institutions, and governmental entities for fundamental research, applied industrial research, quality control, medical research, hospital clinical testing, pollution analysis, drug identification, and forensics. MARKETING AND DISTRIBUTION In the United States, Registrant markets the largest portion of its products directly through its own sales and distribution organization, although certain analytical instruments are marketed through independent distributors and sales representatives. Sales to major markets outside of the United States are generally made by foreign sales subsidiaries, although some sales are made directly from the United States to foreign customers. In foreign countries where sales potential does not warrant the establishment of a sales subsidiary, 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. 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 - 2 -

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 is licensed by Hoffmann-La Roche Inc. under patents relating to polymerase chain reaction technology ("PCR"), which patents expire July 28, 2004. 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. 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. Generally, such claims are settled by mutual agreement on a satisfactory basis and have resulted in the granting of licenses by Registrant or the granting of licenses to Registrant. SEASONAL FLUCTUATIONS Registrant's business is not subject to pronounced seasonal fluctuations. BACKLOG Registrant's recorded backlog was approximately $155 million at June 30, 1994 and 1993. With respect to commercial products, 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 1995. UNITED STATES GOVERNMENT SALES No material portion of Registrant's business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States Government. COMPETITION The industry segment in which Registrant operates is highly competitive and is 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 industry 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, Registrant is confident it is one of the principal manufacturers in its field, 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, 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 1994, 1993, and 1992, Registrant spent approximately $94 million, $84 million, and $81 million, respectively, on company sponsored research, development, and engineering activities. - 3 -

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, 1994, Registrant employed 5,954 persons worldwide. None of Registrant's United States employees is subject to collective bargaining agreements. (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 1994, 1993, and 1992 is incorporated herein by reference to Note 6 on Pages 38-40 of the Annual Report to Shareholders for the fiscal year ended June 30, 1994. Registrant's consolidated net revenues to unaffiliated customers in countries other than the United States for the fiscal years 1994, 1993, and 1992 were approximately $607 million, $607 million, and $558 million, or approximately 59%, 60%, and 58%, 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, the Commonwealth of Puerto Rico, Japan, and the Peoples Republic of China. 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 July 29, 1993, Registrant announced its plans to divest Metco headquartered in Westbury, New York. Metco produces combustion, electric arc and plasma thermal spray equipment and supplies. Registrant has entered into an agreement with Sulzer Inc., a wholly-owned subsidiary of Sulzer Ltd., Winterthur, Switzerland for the sale of Metco. The completion of the sale is subject to closing conditions, including obtaining relevant government regulatory approvals. The transaction has taken longer to complete than expected due primarily to obtaining necessary government approvals in both the U.S. and Europe. As a result of this and negative operating factors, Registrant recorded an after-tax loss on disposal of $7.7 million during the fourth quarter of fiscal year 1994. On October 5, 1992, prior to its merger with Registrant, ABI announced the decision to distribute to its shareholders approximately 82% of the stock of its subsidiary, Lynx Therapeutics, Inc. ("Lynx"), the successor to ABI's therapeutics division. The financial statements reflect the Lynx operating results as a discontinued operation. The net assets of Lynx were not significant. - 4 -

Item 2. PROPERTIES Listed below are the principal facilities of Registrant as of June 30, 1994. 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. Owned or Expiration Approximate Location Leased Date of Floor Area Lease In Sq. Ft Norwalk, CT Owned 402,000 Wilton, CT Owned 262,000 San Jose, CA Owned 81,000 Beaconsfield, England Owned 70,000 Ueberlingen, Germany Owned 65,000 Warrington, England Owned 58,000 Narita, Japan Owned 24,000 Irvine, CA Owned 22,000 Foster City, CA Leased 1994-2000 319,000 Ueberlingen, Germany Leased 1995-2001 196,000 Llantrinsant, Wales Leased 1996 113,000 Mayaguez, Puerto Rico Leased 1997-1998 34,000 Oberschleissheim, Germany Leased 1995 19,000 Beaconsfield, England Leased 2005 8,000 Beijing, China Leased 1996 350 In addition to the facilities listed above, Registrant leases space in certain industrial centers for use as sales and service offices and for warehousing. Registrant also owns undeveloped land in Redding, Connecticut, San Jose and Vacaville, California and Oberschleissheim, Germany. In addition to the properties used by Registrant in its operations, Registrant owns three facilities in Wilton, Connecticut (aggregating approximately 248,000 square feet) which are currently leased to SVG Lithography Systems, Inc. for a term expiring in 2010, a facility in Garden Grove, California (approximately 82,000 square feet) which is currently leased to OCA Applied Optics, Inc. for a term expiring in 1995, and a facility in Pomona, California (approximately 135,000 square feet) which is currently leased to Orbital Sciences Corporation for a term expiring in 2003. Registrant also owns a facility in Ridgefield, Connecticut (approximately 201,000 square feet), a facility in Wilton, Connecticut (approximately 51,000 square feet), and a facility in San Jose, California (approximately 67,000 square feet) which are held for sale or lease. - 5 -

Listed below are the principal facilities utilized as of June 30, 1994 by Metco, which is being accounted for as a discontinued operation. Registrant considers such facilities 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 are substantially utilized on the basis of at least one shift. Approximate Owned or Floor Area Location Leased In Sq. Ft. Westbury, NY Owned 137,000 Duffy Avenue, Hicksville, NY Owned 103,000 Chobham-Woking, England Owned 78,000 Hattersheim, Germany Owned 69,000 Miller Place, Hicksville, NY Owned 59,000 Item 3. LEGAL PROCEEDINGS The Corporation 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 of Registrant have a material adverse effect on the financial statements of Registrant. In addition, although no legal claim was filed, the Corporation participated in the United States government's investigation of the Hubble Space Telescope. Registrant settled all of the government's potential claims with regard to this matter on October 4, 1993, for $15 million. Registrant is one of approximately 125 third party defendants named 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, seek equitable contribution and indemnification in the event they are found liable for remediation costs relating to the removal of hazardous substances from a site located in Smithfield, Rhode Island (initially estimated by the Government to be $27.8 million but most recently estimated to be $77.5 million). A trial on the question of the third party plaintiffs' liability to the Government has been held, but no decision has been rendered. Until the liability of the third party plaintiffs has been established, the court will not consider the amount of any such liability or the validity of any third party claims. While the Registrant contends that it should have no liability in this case, because of the uncertainty of all litigation, it cannot definitively state that it will incur less than $100,000 in monetary sanctions. 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. - 6 -

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, 1994, 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 1994 and 1993 (Note 14, Page 43 of the Annual Report to Shareholders). (b) Holders. On September 6, 1994, the approximate number of holders of Common Stock of Registrant was 8,975. The approximate number of record 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 depositary trust companies. Note: 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 following information which appears in Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994, is hereby incorporated by reference in this Form 10- K: the amount of quarterly dividends paid during the fiscal years 1994 and 1993 (Note 14, Page 43 of the Annual Report to Shareholders). Item 6. SELECTED FINANCIAL DATA Registrant hereby incorporates by reference in this Form 10-K Page 20 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994. 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 21-25 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994. - 7 -

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, 1994 are incorporated by reference in this Form 10-K: the Consolidated Financial Statements and the report thereon of Price Waterhouse LLP dated July 28, 1994, and Pages 26-45 of said Annual Report, including Note 14, Page 43, which contains unaudited quarterly financial information. 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, 1994, the date of Registrant's most recent financial statements. - 8 -

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 2-4 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. (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 14, 1994. <TABLE> <S> <C> <C> Name Age Present Positions and Year First Elected William F. Emswiler 50 Vice President, Finance, Chief Financial Officer (1992) Julianne A. Grace 56 Vice President (1986), Corporate Relations (1990) Gaynor N. Kelley 63 Chairman and Chief Executive Officer (1990) Joseph E. Malandrakis 49 Vice President, Worldwide Operations (1993) Andre F. Marion 58 Vice President and President, Applied Biosystems Division (1993) John B. McBennett 56 Corporate Controller (1993) Michael J. McPartland 45 Vice President, Human Resources (1993) Riccardo Pigliucci 47 President and Chief Operating Officer (1993) William B. Sawch 40 Vice President, General Counsel and Secretary (1993) Rhonda L. Seegal 44 Vice President (1991), Treasurer (1988) </TABLE> Each of the foregoing named officers was either elected at the last organizational meeting of the Board of Directors held on October 21, 1993 or was elected by the Board since that date. The term of each officer will expire on October 20, 1994, the date of the next scheduled organizational meeting of the Board of Directors, unless renewed for another year. (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 2-4 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. 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 Messrs. - 9 -

Emswiler, Marion, and McPartland. Mr. Emswiler was elected Vice President of Registrant on May 21, 1992. Prior to his employment by Registrant in May, 1992, Mr. Emswiler was employed by Aquarion Company, a diversified water-quality and related services corporation, for three years, most recently as Senior Vice President and Chief Financial Officer, and prior to that he was employed by American Home Products Corporation, a worldwide manufacturer and marketer of prescription drugs, medical supplies and diagnostics, over-the- counter medicines, and food products, as Vice President and Comptroller and Vice President and Treasurer. Mr. Marion was elected Vice President of Registrant on February 18, 1993. Prior to his employment by Registrant in February, 1993, Mr. Marion was employed by ABI as Chairman of the Board and Chief Executive Officer. Mr. Marion was one of the founders of ABI, and had been President since 1985. Mr. McPartland was elected Vice President of Registrant on February 18, 1993. Prior to his employment by Registrant in January, 1993, Mr. McPartland was employed by SmithKline Beecham plc, a worldwide manufacturer of pharmaceutical and consumer products and clinical laboratory services, from 1980 to 1993, most recently as Senior Vice President and Director, Corporate Personnel. (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. (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 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. - 10 -

Item 11. EXECUTIVE COMPENSATION Registrant hereby incorporates by reference in this Form 10-K Pages 5-13 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. 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 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. (b) Security Ownership of Management. Information concerning the security ownership of management is hereby incorporated by reference to Pages 2-4 and 6-7 of Registrant's Proxy Statement dated September 16, 1994, in connection with its Annual Meeting of Shareholders to be held on October 20, 1994. (c) Changes in Control. Registrant knows of no arrangements, including any pledge by any person of securities of Registrant, which may at a subsequent date result in a change in control of Registrant. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. - 11 -

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 28, 1994, appearing on Pages 26 through 45 of Registrant's Annual Report to Shareholders for the fiscal year ended June 30, 1994, 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, 1994, is not to be deemed filed as part of this report on Form 10-K. 10-K Annual Page No. Report Page No. Consolidated Statements of Operations - fiscal years 1994, 1993, and 1992 -- 26 Consolidated Statements of Financial Position - fiscal years 1994, 1993, and 1992 -- 27 Consolidated Statements of Cash Flows - fiscal years 1994, 1993, and 1992 -- 28 Consolidated Statements of Shareholders' Equity - fiscal years 1994, 1993, and 1992 -- 29 Notes to Consolidated Financial Statements -- 30-43 Statement of Financial Responsibility -- 44 Report of Price Waterhouse LLP -- 45 Report of Deloitte & Touche LLP 25 -- - 12 -

(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, 1994. 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 Report No. Page No. Report of Independent Accountants on Financial Statement Schedules 18 -- Schedule VIII - Valuation and Qualifying Accounts and Reserves 19 -- Schedule IX - Short-Term Borrowings 20 -- Schedule X - Supplementary Income Statement Information 21 -- - 13 -

(a) 3. Exhibits. Exhibit No. 2(1) Acquisition Agreement dated July 19, 1991, among the Corporation, Hoffmann-La Roche 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. 3(i) Restated Certificate of Incorporation of the Corporation, as amended through July 1, 1994. 3(i) 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. 4(2) 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 1974 Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(a) 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 1981 Incentive Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(b) to Post Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (No. 2-95451).) 10(3) 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(4) 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(5) 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(6) 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(7) 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).) 10(8) Deferred Compensation Contract dated July 29, 1974, as amended through January 20, 1994, between Registrant and Gaynor N. Kelley. 10(9) Deferred Compensation Contract dated September 22, 1989, between Registrant and Riccardo Pigliucci, as amended through April 15, 1993. (Incorporated by reference to Exhibit 10(9) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) - 14 -

10(10) Deferred Compensation Contract dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(10) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).) 10(11) Deferred Compensation Contract dated February 18, 1993, between Registrant and Andre F. Marion. 10(12) Deferred Compensation Contract dated January 21, 1993, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(11) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) 10(13) Employment Agreement dated November 21, 1991, between Registrant and Gaynor N. Kelley. (Incorporated by reference to Exhibit 10(1) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).) 10(14) Employment Agreement dated November 21, 1991, between Registrant and Riccardo Pigliucci. (Incorporated by reference to Exhibit 10(3) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).) 10(15) Employment Agreement dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(15) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).) 10(16) Employment Agreement dated November 1, 1990 as amended through December 3, 1992, between Registrant and Andre F.Marion. 10(17) Employment Agreement dated November 21, 1991, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(16) 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) Consulting Agreement dated March 17, 1994, between Registrant and Robert H. Hayes. 10(19) 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(18) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) 10(20) 1993 Director Stock Purchase and Deferred Compensation Plan. (Incorporated by reference to Exhibit 99 to the Corporation's Registration Statement on Form S-8 (No. 33-50849).) 10(21) Consulting Agreement dated September 16, 1994, between Registrant and Andre F. Marion. 11 Computation of Net Income (Loss) per Share for the five years ended June 30, 1994. 13 Annual Report to Shareholders for 1994. 21 List of Subsidiaries. 23(1) Consent of Price Waterhouse LLP. 23(2) Consent of Deloitte & Touche LLP. 27 Financial Data Schedule. Note: None of the Exhibits listed in Item 14(a) 3 above, except Exhibits 11, 23(1) and 23(2) 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 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. - 15 -

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/ William B. Sawch William B. Sawch Vice President, General Counsel and Secretary Date: September 15, 1994 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/ G. N. Kelley September 15, 1994 Gaynor N. Kelley Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) /s/ W. F. Emswiler September 15, 1994 William F. Emswiler Vice President, Finance, Chief Financial Officer (Principal Financial Officer) /s/ John B. McBennett September 15, 1994 John B. McBennett Corporate Controller (Principal Accounting Officer) - 16 -

/s/ Joseph F. Abely, Jr. September 15, 1994 Joseph F. Abely, Jr. Director /s/ Richard H. Ayers September 15, 1994 Richard H. Ayers Director /s/ Jean-Luc Belingard September 15, 1994 Jean-Luc Belingard Director /s/ Robert H. Hayes September 15, 1994 Robert H. Hayes Director /s/ Donald R. Melville September 15, 1994 Donald R. Melville Director /s/ Riccardo Pigliucci September 15, 1994 Riccardo Pigliucci Director /s/ Burnell R. Roberts September 15, 1994 Burnell R. Roberts Director /s/ John S. Scott September 15, 1994 John S. Scott Director /s/ Carolyn W. Slayman September 15, 1994 Carolyn W. Slayman Director /s/ Richard F. Tucker September 15, 1994 Richard F. Tucker Director -17 -

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of The Perkin-Elmer Corporation Our audits of the consolidated financial statements referred to in our report dated July 28, 1994, appearing on Page 45 of the 1994 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 Schedules listed in Item 14(a)2 of this Form 10-K. We did not audit the Financial Statement Schedules of Applied Biosystems, Inc., a wholly owned subsidiary, as of and for the year ended July 31, 1992. Those schedules were audited by other auditors, whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Applied Biosystems, Inc., is based solely on the report of other auditors. Based upon our audits and the report of other auditors, these Financial Statement Schedules present 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 28, 1994 - 18 -

THE PERKIN-ELMER CORPORATION VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE FISCAL YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992 (Amounts in thousands) ALLOWANCE FOR DOUBTFUL ACCOUNTS(1) Balance at July 31, 1991 $ 5,636 Charged to income in 1992 2,671 Deductions from reserve in 1992 (549) Balance at July 31, 1992 7,758 Charged to income in 1993 4,229 Deductions from reserve in 1993 (3,761) Balance at June 30, 1993 8,226 Charged to income in 1994 2,927 Deductions from reserve in 1994 (3,906) Balance at June 30, 1994 $ 7,247 (1) Deducted in the Consolidated Statements of Financial Position from accounts receivable. SCHEDULE VIII - 19 -

THE PERKIN-ELMER CORPORATION SHORT-TERM BORROWINGS FOR THE YEARS ENDED JUNE 30, 1994 AND 1993, AND JULY 31, 1992 (Amounts in thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F Maximum Average Weighted Category Weighted Month-End Amount Average of Balance Average Amount Outstandi Interest Aggregate At End of Interest Outstandi ng During Rate Short-Term Period Rate At ng During the During Borrowings End of the Period the (a) Period Period (b) Period (c) 1994 Bank Borrowings $67,752 6.2% $72,262 $57,324 6.1% Commercial Paper 15,800 4.5% 58,250 41,142 3.5% 1993 Bank Borrowings $56,932 6.3% $85,748 $52,975 8.9% Commercial Paper 17,050 3.2% 99,800 74,502 3.4% 1992 Bank Borrowings $34,262 9.4% $60,456 $43,941 10.2% Commercial Paper 63,932 3.7% 78,100 71,382 4.9% (a) Commercial Paper refers to unsecured debt obligations maturing in fixed periods that range from 30 to 180 days; interest at fixed rates is payable on maturity. Bank Borrowings are unsecured debt obligations including those due on demand, as well as those with fixed terms. With respect to some Bank Borrowings, interest rates are fixed; in other cases, interest floats in accordance with a prescribed index. (b) The average amount outstanding during the period was determined on the basis of average month-end balances of Bank Borrowings and average daily balances for Commercial Paper borrowings. (c) For Bank Borrowings and Commercial Paper, the weighted average interest rate during the period was computed by dividing the interest expense for the year by the average amount of short-term borrowings outstanding during the period. SCHEDULE IX - 20 -

THE PERKIN-ELMER CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION (Amounts in thousands) The following items have been charged to costs and expenses as stated: For the years ended June 30, June 30, July 31, 1994 1993 1992 Maintenance and repairs $17,210 $16,712 $15,763 Advertising costs $19,325 $17,857 $15,826 The following items have been charged to costs and expenses but do not exceed one percent of net revenues by category: - Amortization of intangible assets - Royalties - Taxes, other than payroll and income taxes SCHEDULE X - 21 -

THE PERKIN-ELMER CORPORATION COMPUTATION OF NET INCOME(LOSS) PER SHARE (Dollar amounts in thousands, except per share amounts) <TABLE> <CAPTION> 1994 1993 1992 1991 1990 <S> <C> <C> <C> <C> <C> Weighted average number of common shares 43,857 43,780 43,526 42,091 49,705 Common stock equivalents- stock options 816 1,173 1,169 - 130 Weighted average number of common shares used in calculating primary earnings per share 44,673 44,953 44,695 42,091 49,835 Additional dilutive stock options under paragraph #42 APB #15 172 97 280 - - Shares used in calculating fully diluted earnings per share 44,845 45,050 44,975 42,091 49,835 Calculation of primary and fully diluted earnings per share: PRIMARY AND FULLY DILUTED: Income (loss) from continuing operations $ 73,978 $ 24,444 $ 24,296 $ (16,384) $ 27,697 Income (loss) from discontinued operations (22,851) 1,714 10,941 (2,020) 20,913 Income (loss) before cumulative effect of changes in accounting principles 51,127 26,158 35,237 (18,404) 48,610 Cumulative effect on prior years of changes in accounting principles - (83,098) - - - Net income (loss) used in the calculations of primary and fully diluted earnings per share $ 51,127 $ (56,940) $ 35,237 $ (18,404) $ 48,610 PRIMARY: Per share amounts: Income (loss) from continuing operations $ 1.66 $ .54 $ .54 $ (.39) $ .56 Income (loss) from discontinued operations (.52) .04 .25 (.05) .42 Income (loss) before cumulative effect of changes in accounting principles 1.14 .58 .79 (.44) .98 Loss from cumulative effect on prior years of changes in accounting principles - (1.85) - - - Net income (loss) $ 1.14 $ (1.27) $ .79 $ (.44) $ .98 FULLY DILUTED: Per share amounts: Income (loss) from continuing operations $ 1.65 $ .54 $ .54 $ (.39) $ .56 Income (loss) from discontinued operations (.51) .04 .24 (.05) .42 Income (loss) before cumulative effect of changes in accounting principles 1.14 .58 .78 (.44) .98 Loss from cumulative effect on prior years of changes in accounting principles - (1.84) - - - Net income (loss) $ 1.14 $ (1.26) $ .78 $ ( .44) $ .98 </TABLE> EXHIBIT 11 - 22 -

CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-8 (Nos. 2-95451, 33-25218, 33-44191, 33-50847, 33-50849, and 33-58778) of The Perkin-Elmer Corporation of our report dated July 28, 1994, appearing on page 45 of the Annual Report to Shareholders for 1994 of The Perkin-Elmer Corporation 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 Schedules, which appears on page 18 of this Form 10-K. PRICE WATERHOUSE LLP Stamford, Connecticut September 21, 1994 - 23 -

Deloitte & Touche LLP [LOGO] 50 Fremont Street San Francisco, California 94105-2230 Telephone: (415) 247-4000 Facsimile: (415) 247-4329 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements of The Perkin-Elmer Corporation on Form S-8 (Nos. 2- 95451, 33-25218, 33-44191, 33-50847, 33-50849, and 33-58778) of our report dated July 29, 1992 (November 5, 1992 as to Notes 13 and 14) (related to the consolidated financial statements and financial statement schedules of Applied Biosystems, Inc. not presented separately therein) appearing in the Annual Report on Form 10-K of The Perkin-Elmer Corporation for the year ended June 30, 1994. DELOITTE & TOUCHE LLP September 21, 1994 [LOGO] - 24 -

Deloitte & Touche LLP [LOGO] 50 Fremont Street San Francisco, California 94105-2230 Telephone: (415) 247-4000 Facsimile: (415) 247-4329 INDEPENDENT AUDITORS' REPORT The Shareholders and Board of Directors of Applied Biosystems, Inc.: We have audited the consolidated balance sheet of Applied Biosystems, Inc. as of June 30, 1992, and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended (not presented separately herein). Our audit also included the financial statement schedules (not presented separately herein). These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Applied Biosystems, Inc. at June 30, 1992, and the results of its operations and its cash flows for the fiscal year then ended in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. As discussed in Note 13, the consolidated statement of operations for the fiscal year ended June 30, 1992 has been reclassified to present the Company's subsidiary, Lynx Therapeutics, Inc., as a discontinued operation. Deloitte & Touche LLP July 29, 1992 (November 5, 1992 as to Notes 13 and 14) [LOGO] -25-

EXHIBIT INDEX Exhibit No. 2(1) Acquisition Agreement dated July 19, 1991, among the Corporation, Hoffmann-La Roche 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. 3(i) Restated Certificate of Incorporation of the Corporation, as amended through July 1, 1994. 3(i) 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. 4(2) 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 1974 Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(a) 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 1981 Incentive Stock Option Plan for Key Employees, as amended through May 21, 1987. (Incorporated by reference to Exhibit 28(b) to Post Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 (No. 2-95451).) 10(3) 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(4) 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(5) 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(6) 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(7) 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).) 10(8) Deferred Compensation Contract dated July 29, 1974, as amended through January 20, 1994, between Registrant and Gaynor N. Kelley. 10(9) Deferred Compensation Contract dated September 22, 1989, between Registrant and Riccardo Pigliucci, as amended through April 15, 1993. (Incorporated by reference to Exhibit 10(9) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) - 14 -

10(10) Deferred Compensation Contract dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(10) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).) 10(11) Deferred Compensation Contract dated February 18, 1993, between Registrant and Andre F. Marion. 10(12) Deferred Compensation Contract dated January 21, 1993, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(11) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) 10(13) Employment Agreement dated November 21, 1991, between Registrant and Gaynor N. Kelley. (Incorporated by reference to Exhibit 10(1) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).) 10(14) Employment Agreement dated November 21, 1991, between Registrant and Riccardo Pigliucci. (Incorporated by reference to Exhibit 10(3) to Quarterly Report on Form 10-Q of the Corporation for the fiscal quarter ended January 31, 1992 (Commission file number 1- 4389).) 10(15) Employment Agreement dated May 21, 1992, between Registrant and William F. Emswiler. (Incorporated by reference to Exhibit 10(15) to Annual Report on Form 10-K of the Corporation for the fiscal year ended July 31, 1992 (Commission file number 1-4389).) 10(16) Employment Agreement dated November 1, 1990 as amended through December 3, 1992, between Registrant and Andre F.Marion. 10(17) Employment Agreement dated November 21, 1991, between Registrant and Joseph E. Malandrakis. (Incorporated by reference to Exhibit 10(16) 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) Consulting Agreement dated March 17, 1994, between Registrant and Robert H. Hayes. 10(19) 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(18) to Annual Report on Form 10-K of the Corporation for the fiscal year ended June 30, 1993 (Commission file number 1-4389).) 10(20) 1993 Director Stock Purchase and Deferred Compensation Plan. (Incorporated by reference to Exhibit 99 to the Corporation's Registration Statement on Form S-8 (No. 33-50849).) 10(21) Consulting Agreement dated September 16, 1994, between Registrant and Andre F. Marion. 11 Computation of Net Income (Loss) per Share for the five years ended June 30, 1994. 13 Annual Report to Shareholders for 1994. 21 List of Subsidiaries. 23(1) Consent of Price Waterhouse LLP. 23(2) Consent of Deloitte & Touche LLP. 27 Financial Data Schedule.

CONFORMED COPY                                              CONFIDENTIAL

                           PURCHASE AGREEMENT

                                between

                      THE PERKIN-ELMER CORPORATION

                                  and

                              SULZER INC.

                       Dated as of April 18, 1994


                                     TABLE OF CONTENTS


                                                                 Page

     ARTICLE I -    PURCHASE AND SALE OF PURCHASED ASSETS;
                         ASSUMPTION OF CERTAIN OBLIGATIONS BY
                         THE PURCHASER

           1.1  The Purchase . . . . . . . . . . . . . . . . . . .  2
           1.2  Certain Definitions. . . . . . . . . . . . . . . .  3

     ARTICLE II -   THE CLOSING

           2.1  Closing. . . . . . . . . . . . . . . . . . . . . . 18
           2.2  Deliveries and Payments by the Purchaser . . . . . 19
           2.3  Deliveries by the Seller . . . . . . . . . . . . . 19
           2.4  Purchase Price Adjustment. . . . . . . . . . . . . 22

     ARTICLE III -   REPRESENTATIONS AND WARRANTIES

           3.1  Representations and Warranties of the Sell-
                    er . . . . . . . . . . . . . . . . . . . . . . 26
           3.2  Representations and Warranties of the Pur-
                    chaser . . . . . . . . . . . . . . . . . . . . 52

     ARTICLE IV -   COVENANTS

           4.1   Operation of The Business . . . . . . . . . . . . 56
           4.2   Preservation of Business. . . . . . . . . . . . . 58
           4.3   Approvals and Consents; Cooperation . . . . . . . 58
           4.4   Access. . . . . . . . . . . . . . . . . . . . . . 59
           4.5   Taxes and Fees. . . . . . . . . . . . . . . . . . 60
           4.6   Preservation of Records . . . . . . . . . . . . . 73
           4.7   Employee Benefits and Related Matters . . . . . . 74
           4.8   Confidentiality . . . . . . . . . . . . . . . . . 84
           4.9   Use of Name . . . . . . . . . . . . . . . . . . . 84
           4.10  Transition Services . . . . . . . . . . . . . .   85
           4.11  Current Information . . . . . . . . . . . . . . . 85
           4.12  Disclosure Supplements. . . . . . . . . . . . . . 86
           4.13  Covenant Not to Compete . . . . . . . . . . . . . 87
           4.14  Title Commitment and Survey . . . . . . . . . . . 89
           4.15  Releases of Guarantees. . . . . . . . . . . . . . 90
           4.16  Further Assurances. . . . . . . . . . . . . . . . 90
           4.17  Environmental Work. . . . . . . . . . . . . . . . 91

     ARTICLE V -    CONDITIONS TO CLOSING

           5.1  Conditions to Each Party's Obligation to
                    Close. . . . . . . . . . . . . . . . . . . . . 91
           5.2  Conditions to Obligation of the Purchaser
                    to Close . . . . . . . . . . . . . . . . . . . 94
           5.3  Conditions to Obligation of the Seller to
                    Close. . . . . . . . . . . . . . . . . . . . . 95

     ARTICLE VI -   INDEMNITY

           6.1  Survival of Representations. . . . . . . . . . .   96
           6.2  Indemnity by the Seller. . . . . . . . . . . . .   97
           6.3  Indemnity by the Purchaser . . . . . . . . . . .   98
           6.4  Environmental Indemnification. . . . . . . . . .  100
           6.5  Procedures Relating to Environmental Indem-
                    nification . . . . . . . . . . . . . . . . .  101
           6.6  Indemnification Procedure. . . . . . . . . . . .  104
           6.7  Limitations on Indemnification . . . . . . . . .  106
           6.8  Indemnity Not Exclusive Remedy . . . . . . . . .  107

     ARTICLE VII -  TERMINATION

           7.1  Termination. . . . . . . . . . . . . . . . . . .  107
           7.2  Effect of Termination. . . . . . . . . . . . . .  108

     ARTICLE VIII - MISCELLANEOUS

           8.1   Expenses. . . . . . . . . . . . . . . . . . . .  109
           8.2   Public Communications . . . . . . . . . . . . .  109
           38.3   Notices. . . . . . . . . . . . . . . . . . . .  109
           8.4   Amendments; Waivers . . . . . . . . . . . . . .  110
           8.5   Section Headings. . . . . . . . . . . . . . . .  111
           8.6   Counterparts. . . . . . . . . . . . . . . . . .  111
           8.7   Assignment. . . . . . . . . . . . . . . . . . .  111
           8.8   Bulk Sales. . . . . . . . . . . . . . . . . . .  112
           8.9   Governing Law . . . . . . . . . . . . . . . . .  112
           8.10  Jurisdiction. . . . . . . . . . . . . . . . . .  112
           8.11  Miscellaneous . . . . . . . . . . . . . . . . .  113

          CONFORMED COPY

                        PURCHASE AGREEMENT

               PURCHASE AGREEMENT (this "Agreement"), dated as
     of April 18, 1994, between The Perkin-Elmer Corporation,
     a New York corporation (the "Seller"), and Sulzer Inc., a
     Delaware corporation (the "Purchaser").

                       W I T N E S S E T H:

               WHEREAS, prior to the date hereof, the Seller,
     through its Metco Division and through certain foreign
     subsidiaries identified in a Schedule to this Agreement
     (collectively, the "Division"), has engaged in the devel-
     opment, design, manufacture and marketing of coating ser-
     vices and servicing of, and training with respect to,
     combustion, electric arc and plasma thermal spray equip-
     ment, and related equipment and materials (the "Busi-
     ness"); and
               WHEREAS, the Seller desires to sell and trans-
     fer to the Purchaser, and the Purchaser desires to pur-
     chase and assume from the Seller, substantially all of
     the assets and certain of the liabilities Related to the
     Business (as hereinafter defined), all as more specifi-
     cally provided herein.
               NOW, THEREFORE, in consideration of the mutual
     covenants and undertakings contained herein, and subject
     to and on the terms and conditions herein set forth, the
     parties hereto agree as follows:

                             ARTICLE I
               Purchase and Sale of Purchased Assets;
        Assumption of Certain Obligations by the Purchaser

               1.1  The Purchase.  Upon the terms and subject
     to the conditions of this Agreement, at the Closing (as
     hereinafter defined), the Seller shall sell, assign,
     transfer, convey and deliver, or cause to be sold, as-
     signed, transferred, conveyed and delivered, to the
     Purchaser all of the Seller's right, title and interest
     in and to the Purchased Assets (as hereinafter defined)
     free and clear of all Liens (as hereinafter defined),
     except the Owned Real Property (as hereinafter defined)
     shall be conveyed subject to the Permitted Encumbrances
     (as hereinafter defined) and the Leased Real Property (as
     hereinafter defined) shall be conveyed subject to the
     Permitted Leasehold Encumbrances (as hereinafter de-
     fined), and the Purchaser shall pay to the Seller on
     Purchaser's own behalf and as agent for and on behalf of
     those affiliates purchasing shares of the Stock Subsid-
     iaries (as hereinafter defined) and assets from the Asset
     Subsidiaries (as hereinafter defined) the amount set
     forth in Section 2.2 hereof (which Seller accepts on its
     own behalf and as agent for and on behalf of those affil-
     iates selling shares of the Stock Subsidiaries and on
     behalf of the Asset Subsidiaries with respect to the
     assets sold) and the Purchaser shall assume and discharge
     or perform when due the Assumed Liabilities (as hereinaf-
     ter defined) solely and exclusively for the benefit of
     the Division and not any third party.  Such transaction
     is hereinafter referred to as the "Purchase."
               1.2  Certain Definitions.  As used herein, the
     following terms have the meanings indicated:
               "Accountants" means Price Waterhouse.
               "Assumed Environmental Liabilities" means one
     hundred percent (100%) of Environmental Liabilities other
     than Excluded Environmental Liabilities.
               "Assumed Liabilities" means the following and
     only the following:
               (i)  all liabilities of the Division Related to
     the Business that are reflected as liabilities on the
     Final Statement but only to the extent and in the amount
     of such inclusion;
               (ii)  all liabilities, commitments, duties or
     other obligations contained in or arising out of each As-
     sumed Contract (as hereinafter defined) that is fully and
     effectively assigned to the Purchaser;
               (iii)  all liabilities, costs and expenses of
     the Division which arise as a result of any claim, ac-
     tion, suit or proceeding against the Division or the Pur-
     chased Assets and which is based on a claim that a prod-
     uct or products manufactured or sold by the Division
     prior to the Closing Date was or were defectively or
     improperly designed or manufactured ("Product Liabili-
     ties");
               (iv)  all liabilities and obligations of the
     Seller under the German pension plan at Perkin-Elmer
     Metco GmbH (Germany) ("Metco GmbH");
               (v)  Assumed Environmental Liabilities; and
               (vi)  Unknown Liabilities (as hereinafter
     defined).
     Assumed Liabilities shall not mean or include any Exclud-
     ed Liability.
               "Closing Date Net Assets" means the difference
     between the Purchased Assets and the Assumed Liabilities
     that is reflected in the Final Statement (as hereinafter
     defined).
               "Closing Statement" means the audited statement
     of net assets of the Business as of the Closing Date (as
     hereinafter defined), which statement shall be prepared
     by the Seller in accordance with generally accepted ac-
     counting principles applied on a world wide basis consis-
     tent with the Financial Statement; provided that the
     Closing Statement shall in any event include as a liabil-
     ity the pension obligation for Metco GmbH to be assumed
     by the Purchaser pursuant to clause (iv) under the head-
     ing "Assumed Liabilities" in this Section 1.2 in an
     amount equal to the actuarially computed present value of
     such obligation (computed on a basis consistent with past
     valuations by the plan actuary).  In addition, the Clos-
     ing Statement shall be prepared using the Seller's corpo-
     rate accounting policies and directives (a copy of cer-
     tain of which is attached hereto as Schedule 1.2(A))
     which shall be applied consistently on a worldwide basis
     to the Purchased Assets and the Assumed Liabilities
     reflected on such statement; provided, however, under no
     circumstances shall the inventory obsolescence require-
     ment for inventory included in the Purchased Assets be
     determined using the Metco Obsolescence Procedure but it
     shall instead be determined in accordance with Perkin-
     Elmer Finance Manual Procedure 2-37 Inventory Obsoles-
     cence.  The Closing Statement shall be accompanied by an
     unqualified opinion thereon of the Accountants.
               "Employees" means persons employed by the
     Division in connection with the Business.
               "Environment" means exterior air, water vapor,
     surface water, ground water, drinking water supply or
     land, including land surface or subsurface, and includes
     all fish, wildlife, biota and all other natural resourc-
     es.
               "Environmental Claim" means any claim, action,
     cause of action, investigation or written notice by any
     person or entity alleging potential liability (including,
     without limitation, potential liability for investigatory
     costs, cleanup costs, governmental response costs, natu-
     ral resource damages, property damages, personal inju-
     ries, or penalties) arising out of, based on or resulting
     from (a) the presence, or release into the Environment,
     of any Material of Environmental Concern on or prior to
     the Closing Date on, in or under the Real Property, or
     (b) the violation, or alleged violation, of any Environ-
     mental Law arising out of the condition of or operations
     conducted at the Real Property on or prior to the Closing
     Date.
               "Environmental Condition" means any state of
     facts that exist at any time on or before the Closing
     Date on, in or under the Real Property that relate to or
     affect the compliance of the Real Property with all Envi-
     ronmental Laws.
               "Environmental Law(s)" means those United
     States federal, state, local and foreign environmental
     statutes and ordinances, as such laws have been amended
     or supplemented as of the Closing Date, and lawfully pro-
     mulgated rules and regulations pursuant thereto as of the
     Closing Date relating to the protection of the Environ-
     ment, including, without limitation, the Resource Conser-
     vation and Recovery Act of 1976, as amended, the Clean
     Air Act, as amended, the Federal Water Pollution Control
     Act, as amended, the Comprehensive Environmental Re-
     sponse, Compensation and Liability Act of 1980, as amend-
     ed, the Toxic Substances Control Act, as amended, and
     state statutes similar to or based upon the foregoing,
     including, without limitation, Articles 17 and 27 of the
     New York State Environmental Conservation Law and other
     applicable laws and regulations relating to emissions,
     discharges, releases or threatened releases of Materials
     of Environmental Concern, or otherwise relating to the
     manufacture, processing, use, treatment, storage, dis-
     posal, transport, or handling of Materials of Environmen-
     tal Concern.
               "Environmental Liabilities" means any liabili-
     ties and obligations of every kind, character and de-
     scription based upon, arising out of or otherwise in
     respect of (a) the violation or alleged violation of any
     Environmental Law, as such laws may be amended or sup-
     plemented after the Closing Date, including but not
     limited to, any Environmental Claim or Environmental
     Condition, or (b) the presence or release into the Envi-
     ronment of any Material of Environmental Concern on, in
     or under the Real Property.
               "Estimated Purchase Price" means
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
               "Excluded Assets" means all assets listed on
     Schedule 1.2(B) hereto.
               "Excluded Environmental Liabilities" means
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     of Environmental Liabilities first commenced
     or asserted on or prior to the fifteenth anniversary of
     the Closing Date and that are based on, arising out of or
     otherwise in respect of the violation or alleged viola-
     tion of any Environmental Law existing on or prior to the
     Closing Date, an Environmental Claim, Environmental
     Condition, or the presence of any Material of Environmen-
     tal Concern on, in or under all or any portion of the
     Real Property, as of the Closing Date.
               "Excluded Liabilities" means the following and
     only the following:
               (i)  any and all liabilities and obligations,
     direct or indirect, fixed or contingent, for Taxes (as
     hereinafter defined) of the Seller, or any of the Asset
     Subsidiaries or Stock Subsidiaries, whether or not as-
     sessed prior to, on or after the Closing Date, attrib-
     utable to the Pre-Closing Tax Period (as hereinafter
     defined);
               (ii)  Excluded Environmental Liabilities;
               (iii)  any liability, duty or other obligation
     contained in or arising out of any agreement, contract,
     license agreement, lease or sublease Related to the Busi-
     ness that is not an Assumed Contract which is fully and
     effectively assigned to Purchaser;
               (iv)  any liability of the Seller for any
     severance or similar payment for any Transferred Employee
     (as hereinafter defined) to whom Purchaser makes an offer
     of employment in conformity with the terms of Section
     4.7(a); provided, however, all liabilities arising out of
     or incurred in connection with those certain severance
     agreements between the Sellers and Messrs. Thomas R.
     Klein, Burton Kushner, Andrew B. Mazzone, Francis J.
     McKendry, Vincent Meringolo and Robert P. Zounek are Ex-
     cluded Liabilities;
               (v)  (A)  any Product Liability related to an
     occurrence (as hereinafter defined) prior to the Closing
     of which the Seller had knowledge on the Closing Date, to
     the extent of 100% of such Product Liability (a "Known
     Product Liability") and (B) any Product Liability related
     to an occurrence prior to the Closing of which the Seller
     had no knowledge on the Closing Date, to the extent of
     100% of the portion of such Product Liability covered by
     the Seller's insurance and 50% of the portion of such
     Product Liability not covered by the Seller's insurance.
     For purposes of this definition, "occurrence" means an
     accident, including continuous or repeated exposure to
     substantially the same general harmful condition;
               (vi)  any liabilities of the Division resulting
     from (A) any litigation, arbitration or other similar
     proceeding, including labor grievances and administrative
     agency actions with respect to employees or employment
     practices of the Divison, or (B) any workers' compensa-
     tion claims and automobile liability claims, in either
     case pending or threatened in writing prior to the Clos-
     ing Date;
               (vii)  any liabilities or obligations related
     to the Excluded Assets;
               (viii)  subject to the provisions of Section
     4.7 hereof, any liabilities or obligations of the Seller
     under employee health, welfare and severance benefit
     plans relating to the Employees, including but not limit-
     ed to (A) all liabilities for such health, welfare and
     severance benefits owed with respect to former salaried
     and non-salaried Employees who are retired as of the
     Closing, and (B) federal and state income tax liability,
     arising by reason of the Seller's failure, through any
     act or omission before, on or after the Closing Date, to
     comply with the requirements of Section 4980 B of the
     Internal Revenue Code of 1986, as amended (the "Code") or
     Sections 601-607 of the Employee Retirement Income Secu-
     rity Act of 1974, as amended ("ERISA") ("COBRA"), with
     respect to any "qualified beneficiary" (as defined in
     COBRA), whether the relevant "qualifying event" (as
     defined in COBRA) occurs before, on or after the Closing
     Date; provided, however, those liabilities and obliga-
     tions of the Seller to those Employees who are actively
     employed in the Business at Metco GmbH shall be Assumed
     Liabilities;
               (ix)  all obligations of the Seller or any
     Subsidiary to any banks or to Seller and its affiliates
     with respect to money borrowed; and
               (x)  all liabilities under the lease agreement
     with respect to the Seller's Farnborough (U.K.) facility.
               "Final Statement" means the Closing Statement,
     after giving effect to the provisions of Section 2.4(b)
     hereof.
               "Financial Statement" means the audited State-
     ment of Net Assets of the Division at June 30, 1993
     attached as Schedule 1.2(C) hereto.
               "Liens" means all pledges, security interests,
     liens, charges, encumbrances, equities, and options of
     whatsoever nature, and any claims of any of the forego-
     ing, except for statutory liens for taxes not yet due and
     payable.
               "Materials of Environmental Concern" means any
     "hazardous waste," "hazardous material," "hazardous sub-
     stance," "extremely hazardous waste," or "restricted
     hazardous waste," "subject waste," "pollutant," "contami-
     nant," "toxic waste" or "toxic substance" under any
     provision of Environmental Law, including, but not limit-
     ed to, asbestos, petroleum and polychlorinated biphenyls.
               "Material Subsidiaries" means the Subsidiaries
     listed on Schedule 1.2(G) hereto which are specifically
     identified as "Material Subsidiaries".
               "Pre-Closing Tax Period" means any taxable
     period ending on or before the Closing Date.
               "Purchased Assets" means all assets, properties
     or rights (of every kind, nature and description, real,
     personal or mixed, tangible or intangible and wherever
     situated, and including the rights of the Division to the
     use of properties and assets owned by Seller and the
     Subsidiaries), goodwill and business as a going concern
     that are Related to the Business (as hereinafter de-
     fined), other than the Excluded Assets, including, with-
     out limitation, the following:
                       (a)  all real property Related to the
     Business, whether owned (the "Owned Real Property") or
     leased (the "Leased Real Property"; and, together with
     the Owned Real Property, the "Real Property"), including
     any buildings, structures and improvements thereon or
     appurtenances thereto listed on Schedule 1.2(E) hereto;
                       (b)  all accounts receivable arising out
     of the sale or other disposition of goods or services
     Related to the Business;
                       (c)  all raw materials, supplies and
     manufactured goods constituting inventories, together
     with such additions thereto and deletions therefrom as
     shall have occurred from the date hereof to the Closing
     in the ordinary course of business, Related to the Busi-
     ness;
                       (d)  all machinery, tools, equipment,
     automobiles and trucks, furniture, fixtures and other
     personal property Related to the Business, whether owned
     (the "Owned Equipment") or leased (the "Leased Equip-
     ment"; and, together with the Owned Equipment, the
     "Equipment");
                       (e)  all intellectual property rights
     Related to the Business, including all rights in or to
     (i) patents, trademarks, service marks, and all appli-
     cations therefor and registrations and recordings there-
     of, (ii) copyrights, (iii) product designations, trade
     names, permits, approvals, ideas, plans, specifications,
     formulae, processing procedures, quality standards, data,
     trade secrets, inventions, investigations, designs, pro-
     cesses, production methods and techniques, know-how,
     books, records, manuals and other information, including,
     without limitation, all such rights listed on Schedule
     1.2(F) hereto (the "Intellectual Property");
                       (f)  all of the Seller's rights in and to
     the name "Metco" and any variation thereof;
                       (g)  (i)  all assets, properties or rights
     (of any kind, nature and description, real, personal or
     mixed, tangible or intangible and wherever situated),
     goodwill and business as a going concern, including,
     without limitation, the specific assets listed in this
     definition of Purchased Assets, of the divisions and
     branches Related to the Business and held by the subsid-
     iaries of Seller as described and listed on Schedule
     1.2(G)(i) hereof (the "Asset Subsidiaries"); and
                          (ii)  all outstanding capital stock of
     those subsidiaries of Seller Related to the Business and
     listed on Schedule 1.2(G)(ii) hereto (the "Stock Subsid-
     iaries") and all interests, beneficial or otherwise, in
     the joint ventures of Seller or any affiliate of Seller
     Related to the Business and listed on Schedule
     1.2(G)(iii) hereto (the "Joint Ventures"); provided,
     however, that the Stock Subsidiaries shall not include
     the Asset Subsidiaries listed on Schedule 1.2(G)(i) here-
     to.  (The Asset Subsidiaries, the Stock Subsidiaries and
     the Joint Ventures are herein referred to as the "Subsid-
     iaries," except for purposes of Sections 3.1 and 4.5,
     wherein the term "Subsidiaries" shall not include Joint
     Ventures);
                       (h)  all right, title and interest of the
     Seller in and to all contracts and license agreements
     listed or referred to on Schedule 1.2(H) hereto (the "As-
     sumed Contracts");
                       (i)  all permits, licenses, franchises,
     consents, authorizations of any foreign or domestic
     federal, state or local governmental body Related to the
     Business, except to the extent that the transfer thereof
     to the Purchaser would violate applicable laws or regula-
     tions;
                       (j)  all documents, files, records and
     other materials Related to the Business; and
                       (k)  without limiting the generality of
     the foregoing, all assets, properties and rights reflect-
     ed on the Final Statement.
               "Purchase Price" means the amount of the Clos-
     ing Date Net Assets plus [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission].
               "Related to the Business" means primarily
     related to, or used primarily in connection with, or
     primarily arising out of or in connection with, the
     operations of the Business prior to the Closing.
               "Remedial Action" means all actions required
     under Environmental Law to clean up, remove, treat or in
     any other way address any Material of Environmental Con-
     cern that is on, in or under the Real Property on or
     prior to the Closing Date.
               "Straddle Period" means any taxable period of
     the Seller or any Subsidiary that begins before the Clos-
     ing Date and ends after the Closing Date.
               "Taxes" means any and all taxes, charges, fees,
     levies or other like assessments (including penalties,
     interest or additions to tax imposed in connection there-
     with or with respect thereto, if applicable), including
     but not limited to income, transfer, gains, gross re-
     ceipts, excise, inventory, property (real, personal or
     tangible), sales, use, license, withholding, payroll,
     employment, social security, unemployment, occupation,
     premium, windfall profits, capital stock, franchise, ser-
     vice, ad valorem or value added taxes or customs duties
     imposed by the United States or any state, local or
     foreign government or subdivision or agency thereof,
     whether computed on a unitary, combined or any other
     basis.
               "Tax Returns" means all reports, returns,
     information, statements, and other documentation (includ-
     ing any additional or supporting material) filed or
     maintained, or required to be filed or maintained, in
     connection with the calculation, determination, assess-
     ment or collection of any Taxes.
               "Unknown Liabilities" means all liabilities (as
     defined in Section 3.1(s)) Related to the Business which
     are not specifically referred to in clauses (i), (ii) and
     (iv) of the definition of "Assumed Liabilities".  No Ex-
     cluded Liability, Product Liability or Environmental Lia-
     bility shall be an Unknown Liability, and no Unknown
     Liability shall be either a Product Liability or an Envi-
     ronmental Liability.

                             ARTICLE II
                            The Closing
               2.1  Closing.  The closing of the Purchase (the
     "Closing") shall take place at the offices of Skadden,
     Arps, Slate, Meagher & Flom, 919 Third Avenue, New York,
     NY at 10:00 a.m., New York time, on the later of (i) May
     31, 1994, and (ii) the month end next following the date
     on which the last to be satisfied or waived of the condi-
     tions set forth in Article V hereof shall be satisfied or
     waived in accordance with this Agreement; or at such
     other time, day or place as the parties hereto shall
     mutually agree.  The day on which the Closing takes place
     is herein referred to as the "Closing Date."
               2.2    Deliveries and Payments by the Purchaser.
     At the Closing, the Purchaser shall deliver the following:
               (a)  The Estimated Purchase Price, payable to
     the Seller in immediately available funds by wire transfer
     to a United States bank account to be designated by Seller
     in writing not less than three business days prior to the
     Closing Date; and
               (b)  Such instruments of assumption and other
     instruments or documents as may be reasonably necessary to
     carry out the Purchase and to comply with the terms here-
     of.
               2.3  Deliveries by the Seller.  At the Closing,
     the Seller shall deliver the following:
               (i)  the Purchased Assets;
               (ii)  with respect to the Purchased Assets
     other than the Real Property, such bills of sale and
     other instruments of conveyance or assignment or docu-
     ments in form and substance reasonably satisfactory to
     the Purchaser and its counsel as may be necessary to vest
     in the Purchaser all of the right, title and interest of
     the Seller in and to the Purchased Assets, including,
     without limitation, such bills of sale and other instru-
     ments or documents as shall be necessary to vest in the
     Purchaser good title, free and clear of all Liens;
               (iii)  certificates or other statements from
     the Secretary of State of the State of New York which
     indicate that as of the Closing Date there are no filings
     against Seller under the Uniform Commercial Code of New
     York which would be a Lien on the Equipment included in
     the Purchased Assets (other than such filings, if any, as
     are being released at the time of the Closing) unless
     such filing secures an obligation that is an Assumed
     Liability;
               (iv)  written notices executed by the Seller
     changing the address for payment on accounts and services
     and written notices of the Purchase jointly signed by
     Seller and the Purchaser, as the Purchaser shall reason-
     ably request;
               (v)  with respect to the Owned Real Property,
     bargain and sale deeds, in the customary form in the
     jurisdictions in which the Owned Real Property is locat-
     ed, with covenants against grantor's acts, in recordable
     form, subject only to the Permitted Encumbrances, togeth-
     er with any third party consents listed on Schedule
     3.1(j) to be obtained from any such third party related
     to the Owned Real Property; and with respect to the
     Leased Real Property, assignments of lease, in the cus-
     tomary form in the jurisdictions in which the Leased Real
     Property is located, in recordable form, subject only to
     the Permitted Leasehold Encumbrances, together with any
     third party consents listed on 3.1(j), to be obtained
     from any such third party related to the Leased Real
     Property;
               (vi)  a true, correct and complete affidavit of
     non-foreign status of the Seller in a form which complies
     with the provisions of Section 1445 of the Code, and the
     regulations thereunder (the "FIRPTA Affidavit") which
     attests to Seller's non-foreign status;
               (vii)   estoppel certificates, in the form
     reasonably satisfactory to the Purchaser, executed by
     each Landlord which is a party to any leases on the
     Leased Real Property; provided, however (i) as to the
     Leased Real Property in the United States, in the event
     that the Seller, after using its reasonable efforts, is
     unable to obtain such estoppel certificates, or (ii) as
     to the other Leased Real Property in the event that the
     Seller is unable to obtain such estoppel certificates,
     then in lieu thereof, the Seller shall execute and deliv-
     er a reasonably acceptable tenant's estoppel certificate
     for such Leased Real Property; and
               (viii)  all other documents, instruments and
     writings required to be delivered by the Seller pursuant
     to this Agreement or otherwise reasonably required in
     connection herewith.
               2.4  Purchase Price Adjustment.  (a)  As soon
     as practicable, but not more than ninety (90) calendar
     days after the Closing Date, the Seller shall deliver to
     the Purchaser the Closing Statement.  During the prepara-
     tion and audit of the Closing Statement by the Seller and
     the Accountants and during the period of any dispute
     within the contemplation of Section 2.4(b) hereof, the
     Purchaser shall provide the Seller, the Accountants and
     the Seller's authorized representatives reasonable access
     to the books, records, facilities and employees of the
     Business and shall cause the Business to cooperate with
     the Seller, the Accountants and the Seller's authorized
     representatives, in each case to the extent reasonably
     required in order to prepare the Closing Statement and to
     investigate the basis for any such dispute.  The Purchas-
     er and its representatives, including Deloitte & Touche
     (the "Purchaser's Accountants"), shall have the right to
     communicate with and to review the work papers, sched-
     ules, memoranda and other documents prepared or reviewed
     by the Seller and/or the Accountants in connection with
     their preparation and/or audit of the Closing Statement,
     and the Purchaser and its representatives shall have
     access to the Accountants and such employees of the
     Seller and to all relevant books and records, to the
     extent reasonably required by them in order to complete
     their review of the Closing Statement and to investigate
     the basis for any potential dispute contemplated by
     Section 2.4(b).  Subject to Section 2.4(b), the Closing
     Statement shall be conclusive and binding as the "Final
     Statement."
               (b)  The Purchaser may dispute any amounts re-
     flected on the Closing Statement, based solely on wheth-
     er such disputed amounts were arrived at in accordance
     with the provisions with respect to the preparation of
     the Closing Statement set forth in Section 1.2 under the
     heading "Closing Statement"; provided that the Purchaser
     shall notify the Seller in writing of each disputed
     item, and specify the amount thereof in dispute and the
     basis for such dispute, within forty-five (45) calendar
     days of the Purchaser's receipt of the Closing State-
     ment.  In the event of such a dispute, the Purchaser,
     the Seller and their respective independent certified
     public accountants shall attempt to reconcile their
     differences and any resolution by the Purchaser and the
     Seller as to any disputed amounts shall be in writing
     and signed by the Purchaser and the Seller and shall
     thereafter be final, binding and conclusive.  If the
     Purchaser and the Seller are unable to reach a resolu-
     tion with such effect within fifteen (15) business days
     of the Seller's receipt of the Purchaser's written no-
     tice of dispute, then the Purchaser and the Seller shall
     submit the items remaining in dispute for resolution to
     KPMG Peat Marwick, or another independent "big six" ac-
     counting firm (other than the Accountants or the
     Purchaser's Accountants) mutually appointed by the Sell-
     er and the Purchaser (such accounting firm being herein
     referred to as the "Independent Accounting Firm"), which
     shall, within thirty (30) calendar days after submis-
     sion, determine such disputed items in accordance with
     the provisions with respect to the preparation of the
     Closing Statement set forth in Section 1.2 under the
     heading "Closing Statement,"  and report to the parties
     which report shall be final, binding and conclusive.
     The fees and disbursements of the Independent Accounting
     Firm shall be allocated equally between the Purchaser
     and the Seller.
               (c)  If the Purchase Price exceeds the Esti-
     mated Purchase Price, then the Purchaser shall pay to
     the Seller an amount equal to such excess, together with
     simple interest thereon from the Closing Date to the
     date of payment at the rate of 6% per annum, calculated
     on the basis of a 365-day year.  If the Estimated Pur-
     chase Price exceeds the Purchase Price, then the Seller
     shall pay to the Purchaser an amount equal to such ex-
     cess, together with simple interest thereon from the
     Closing Date to the date of payment at the rate of 6%
     per annum, calculated on the basis of a 365-day year.
               (d)  Any amount payable pursuant to Section
     2.4(c) hereof shall be paid by wire transfer of immedi-
     ately available funds to a bank account designated by the
     Purchaser or the Seller, as the case may be, as soon as
     practicable following the determination of the Final
     Statement, but in no event more than three (3) days
     thereafter.

                            ARTICLE III
                   Representations and Warranties
               3.1  Representations and Warranties of the
     Seller.  The Seller hereby represents and warrants to the
     Purchaser as follows:
               (a)  Organization of the Seller and Material
     Subsidiaries.  The Seller and each of the Material Sub-
     sidiaries are corporations duly organized, validly exist-
     ing and in good standing under the laws of their respec-
     tive jurisdictions of incorporation or organization and
     each such entity has all necessary corporate power to
     own, lease and operate its respective Purchased Assets
     and to carry on the Business conducted by it as now being
     conducted.  The Seller and each of the Material Subsid-
     iaries are duly qualified and in good standing to do
     business in all jurisdictions in which the Purchased
     Assets owned or used by it or the Business conducted by
     it makes such qualification necessary, except for those
     jurisdictions where the failure to be so duly qualified
     will not have a material adverse effect on the Purchased
     Assets, the Assumed Liabilities or the business, finan-
     cial condition or results of operations of the Business,
     taken as a whole (a "Material Adverse Effect").
               (b)  Authorization and Noncontravention.  The
     execution, delivery and performance of this Agreement has
     been duly authorized by the Seller and no other corporate
     proceedings on the part of the Seller are necessary to
     authorize this Agreement or the transactions contemplated
     hereby.  The Seller has full corporate power and authori-
     ty to enter into this Agreement and to perform its obli-
     gations hereunder.  This Agreement has been duly and
     validly executed and delivered by the Seller and consti-
     tutes a valid and legally binding obligation of the
     Seller enforceable against the Seller in accordance with
     its terms, subject to bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and similar laws of
     general applicability relating to or affecting creditors'
     rights and to general equity principles.  The execution
     and the delivery by the Seller of this Agreement and the
     consummation by the Seller of the Purchase will not (i)
     violate any term or provision of the Restated Certificate
     of Incorporation or By-laws of the Seller; (ii) subject
     to obtaining any required authorizations, approvals,
     consents or waivers set forth in Schedule 3.1(j) hereto,
     conflict with or result in a breach of or constitute a
     default under or result in the termination of, or entitle
     any party to accelerate (whether after the filing or
     notice or lapse of time or both), any agreement to which
     the Seller or any Material Subsidiary is a party or by
     which it is bound or to which any of its assets are
     subject, or result in the creation of any lien or encum-
     brance upon any of said assets, other than conflicts,
     breaches, defaults, terminations, accelerations, liens or
     encumbrances which, individually or in the aggregate,
     would not have a Material Adverse Effect or materially
     impair the ability of the parties hereto to consummate
     the Purchase; or (iii) subject to obtaining the authori-
     zations, approvals, consents or waivers set forth in
     Schedule 3.1(j) hereto and to the expiration of the
     applicable waiting periods under the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976, as amended (the "HSR
     Act"), the Omnibus Trade and Competitiveness Act of 1988
     (the "Exon-Florio Amendment") and the Federal Republic of
     Germany's Act Against Restraints of Competition (the "GWB
     Act"), violate or result in a breach of or constitute a
     default under any judgment, order, decree, law, rule,
     regulation or other restriction of any court, government
     or governmental agency to which the Seller, any Subsid-
     iary or any of the Purchased Assets are subject, other
     than violations, breaches or defaults which individually
     or in the aggregate would not have a Material Adverse
     Effect or materially impair the ability of the parties
     hereto to consummate the Purchase.
               (c)  The Purchased Assets.  Except as set forth
     Schedule 3.1(c) hereto, the Purchased Assets constitute
     in all material respects the rights, properties and
     assets (real, personal or mixed, tangible or intangible)
     used in the conduct of the Business as currently con-
     ducted by the Seller and the Subsidiaries.  The Seller
     has good and valid title to the owned Purchased Assets
     (other than the Owned Real Property, which is the subject
     of Section 3.1(d) hereof, and the Intellectual Property,
     which is the subject of Section 3.1(k) hereof), free and
     clear of all Liens except for Liens set forth on Schedule
     3.1(c) hereto, which shall be released on or prior to the
     Closing.
               (d)  Real Property.   Seller and each Subsid-
     iary has fee simple and insurable title, or the equiva-
     lent of fee simple and insurable title under applicable
     law in the case of the Owned Real Property located out-
     side the United States, to the Owned Real Property iden-
     tified as belonging to it on Schedule 1.2(E), free and
     clear of all liens, covenants, conditions, restrictions,
     rights of way, easements, encroachments, charges and
     encumbrances or other adverse claims or interests of any
     nature other than:  (i) liens for current taxes not yet
     due and payable; (ii) liens for installments for special
     or other assessments not yet due and payable; (iii) the
     matters set forth on Schedule 3.1(d) hereto; (iv) laws,
     ordinances and governmental regulations (including, but
     not limited to, building and zoning ordinances) restrict-
     ing and regulating but not prohibiting the occupancy, use
     or enjoyment of the Owned Real Property for the business
     presently conducted thereon, or regulating the character,
     dimensions or location of any improvement now or hereaf-
     ter erected on the Owned Real Property provided the same
     are not materially violated by any existing improvements
     or the use thereof and provided the same do not prohibit
     a transfer of the Owned Real Property, (v) such other
     encroachments, easements, overlaps, gaps, boundary line
     disputes or claims and any other matters which would be
     disclosed by an accurate survey or inspection which,
     individually or in the aggregate, do not materially
     interfere with the use or operation of the particular
     Owned Real Property affected as presently used and oper-
     ated, and (vi) such other imperfections of title, encum-
     brances, covenants, conditions and restrictions which
     individually or in the aggregate, do not materially
     interfere with the use and operation of the particular
     Owned Real Property affected as presently used and oper-
     ated.  Collectively, items (i), (ii), (iii), (iv), (v)
     and (vi) above are herein referred to as the "Permitted
     Encumbrances."  The Seller and each Subsidiary, with
     respect to each Leased Real Property identified on Sched-
     ule 3.1(l) as belonging to it, has a good and valid
     leasehold interest free and clear of all liens, charges
     and encumbrances or other adverse claims or interests of
     any nature other than: (i) claims for rent and additional
     rent not yet due and payable, and all other obligations
     of the tenant pursuant to each such lease, provided that
     tenant is not in default beyond applicable notice and
     grace provisions under such lease, (ii) matters set forth
     in Schedule 3.1(d) hereto, (iii) matters affecting its
     landlord's title, and (iv) laws, ordinances and govern-
     mental regulations (including, but not limited to, build-
     ing and zoning ordinances) restricting and regulating but
     not prohibiting the occupancy, use or enjoyment of the
     Leased Real Property for the use permitted by each such
     lease and the business presently conducted in the premis-
     es demised under each such lease, or regulating the
     character, dimensions or location of the demised premises
     or the business presently conducted on the demised pre-
     mises provided the same are not materially violated.
     Collectively, items (i), (ii), (iii) and (iv) above are
     herein referred to as the "Permitted Leasehold Encum-
     brances".  Except as set forth on Schedule 3.1(d), Seller
     (A) has not pre-paid or anticipated rent or additional
     rent under any such lease, except as required by the
     terms of any Lease, (B) knows of no requirement that any
     third party (including the landlord under each such
     lease) consent to the assignment or transfer of each such
     lease or consent to the transfer of the stock of any
     Subsidiary which is a tenant under any such lease and (C)
     knows of no guarantee of the obligations of a tenant
     under any such lease by Seller or any Subsidiary except
     as shown on Schedule 4.15.
               (e)  Condemnation.  There is no pending or, to
     knowledge of the Seller, threatened condemnation of the
     Owned Real Property or, to the knowledge of Seller,
     pending or threatened condemnation of the Leased Real
     Property or any part thereof or, to the knowledge of
     Seller, any general or special assessment relating to any
     condemnation referred to in this paragraph.
               (f)  Financial Statement.  The Seller has
     previously furnished to the Purchaser (i) the audited
     statements of net sales and direct costs and expenses and
     sources and uses of cash of the Division for the fiscal
     year ended June 30, 1993 (the "Special Purpose State-
     ments"), and (ii) the Financial Statement.  Except as set
     forth in the notes to the Special Purpose Statements, the
     Financial Statement and Schedule 3.1(f) hereto, the
     Financial Statement presents fairly the June 30 Net
     Assets at June 30, 1993, and the Special Purpose State-
     ments present fairly the related net sales and direct
     costs and expenses and sources and uses of cash for the
     fiscal year then ended, in each case in accordance with
     generally accepted accounting principles consistently
     applied on a worldwide basis in accordance with the
     Seller's corporate accounting policies and directives.
               (g)  Absence of Certain Changes.  Except as set
     forth in Schedule 3.1(g) hereto, since June 30, 1993
     there has not been with respect to the Business (i) any
     material adverse change in the business, financial condi-
     tion or results of operations of the Business, taken as a
     whole; (ii) other than in the ordinary course of busi-
     ness, any expenditures or commitments, including capital
     expenditures or commitments for capital expenditures,
     made by the Seller for additions to property, plant,
     equipment or intangible capital assets which exceed
     $50,000 individually or $250,000 in the aggregate, other
     than as described on Schedule 4.1; (iii) any failure to
     maintain in full force and effect substantially the same
     level and types of insurance coverage as in effect on
     June 30, 1993; (iv) any destruction, damage to, or loss
     of any Purchased Asset (whether or not covered by insur-
     ance) which would have a Material Adverse Effect; (v) any
     change in accounting methods, principles or practices;
     (vi) any sale, assignment or transfer of any material
     tangible or intangible Purchased Assets, including any
     material Intellectual Property, other than licenses of
     Purchased Assets entered into in the ordinary course of
     business; or (vii) any agreement or understanding to take
     any of the actions described in this Section.
               (h)  Litigation.  Except as set forth in Sched-
     ule 3.1(h) or 3.1(k) hereto, there are no written claims,
     actions, suits, or proceedings, nor has the Seller re-
     ceived any notice of governmental investigations (i) in-
     volving the Business pending or, to the knowledge of the
     Seller, threatened or (ii) relating to the products of
     the Business or any products alleged to have been manu-
     factured or sold by the Seller or any Subsidiary in con-
     nection with the Business, based on allegations that such
     products are defective or improperly designed or manufac-
     tured pending or, to the knowledge of the Seller, threat-
     ened.  Except as set forth in Schedule 3.1(h) or 3.1(k)
     hereto, neither the Seller nor any Subsidiary is subject
     to any judgment, order or decree in any lawsuit or pro-
     ceeding Related to the Business.
               (i)  Compliance with Law.  Except as set forth
     in Schedule 3.1(i) hereto and except with respect to
     Environmental Laws (compliance with which is the subject
     of Section 3.1(p) hereof), to the knowledge of the Seller
     (i) the Business is being conducted in compliance in all
     material respects with all applicable laws, rules and
     regulations and orders and (ii) the Seller has not re-
     ceived any written complaint or notice from any govern-
     mental authority alleging that the Seller has violated
     any laws, rules, regulations or orders.
               (j)  Approvals and Consents.  Except for com-
     pliance with the HSR Act, the Exon-Florio Amendment and
     the GWB Act and other than as set forth in Schedule
     3.1(j) hereto, (1) there are no authorizations, approv-
     als, consents or waivers required to be obtained from or
     notices or filings required to be given to or made with,
     any government or governmental agency by the Seller in
     connection with the Purchase, and (2) there are no autho-
     rizations, approvals, consents or waivers required to be
     obtained by the Seller or any Subsidiary from any third
     party or notices required to be given by the Seller or
     any Subsidiary to any third party, in either case pursu-
     ant to any Material Agreement in connection with the Pur-
     chase.
               (k)  Intellectual Property.  (i)  Schedule
     1.2(F) sets forth a complete and accurate list of all
     trademarks, patents and material copyrights registered or
     applied for, Related to the Business, owned by the Seller
     or any Subsidiary.  Except as set forth in Schedule
     3.1(k) hereto, either the Seller or such Subsidiary is
     the sole and exclusive beneficial owner of the Intel-
     lectual Property, free and clear of all Liens.  Except as
     set forth in Schedule 3.1(k) hereto, to the knowledge of
     the Seller (x) there are no actions or proceedings pend-
     ing or threatened which challenge the Seller's right to
     use any of its material Intellectual Property in connec-
     tion with the Business and (y) the Seller's use of Intel-
     lectual Property in connection with the Business does not
     infringe upon or otherwise violate the rights of others.
               (ii)  All registered trademarks, patents and
     material copyrights are validly registered, and, except
     as set forth in Schedule 3.1(k) the Seller or a Subsid-
     iary is the current record owner of all such registra-
     tions or applications therefor.  The Seller is not a
     party to any settlement agreement, consent or waiver
     which restricts the use of such Intellectual Property in
     connection with the Business.  To the knowledge of the
     Seller, no other person is infringing upon the Seller's
     rights in the Intellectual Property, except as set forth
     in Schedule 3.1(k).
               (iii)  Except as set forth on Schedule 3.1(k),
     the Seller does not pay any royalty to anyone relating to
     the Intellectual Property.  There is no restriction or
     limitation of Seller's rights to transfer the Intellectu-
     al Property as herein contemplated.
               (iv)  Schedule 3.1(k) contains a complete and
     accurate list of all contracts, licenses, agreements or
     understandings, written or oral, Related to the Business,
     pursuant to which (a) a third party is licensing its in-
     tellectual property to the Seller, and (b) the Seller is
     licensing any Intellectual Property to a third party (the
     "Licenses").  The Seller is in compliance with all mate-
     rial terms of the Licenses and to the knowledge of the
     Seller each of the Licenses is in full force and effect.
     All royalties due and payable under the Licenses have
     been paid.
               (l)  Material Agreements.  Listed on Schedule
     3.1(l) is (i) each agreement, contract, license and per-
     sonal property lease and sublease, written or oral,
     Related to the Business involving an obligation of the
     Seller or a Subsidiary or of the other party or parties
     thereto of more than $100,000 in any year (other than
     contracts cancelable upon up to sixty (60) days notice,
     without penalty), (ii) each lease of real property Relat-
     ed to the Business (collectively, the "Leases"), (iii)
     each agreement which by its terms is over one year in
     length of obligation of the Seller or a Subsidiary Relat-
     ed to the Business (other than contracts cancelable upon
     up to sixty (60) days notice, without penalty), (iv) each
     agreement or contract which by its terms will result in a
     loss to the Business in excess of $50,000, and (v) all
     agreements or contracts which by their terms will result
     in an aggregate loss to the Business in excess of
     $500,000 (hereinafter collectively called the "Material
     Agreements").  Except as set forth in Schedule 3.1(l)
     hereto, to the knowledge of the Seller, none of the
     Seller, any Subsidiary or the other party or parties to
     any Material Agreement is in default with respect to any
     material term or condition thereof and no event has oc-
     curred which through the passage of time or the giving of
     notice, or both, would constitute such a default.  Nei-
     ther the Seller nor any Subsidiary has received any
     written notice of any default by the Seller or any Sub-
     sidiary under any of the Material Agreements.  The list
     of Material Agreements on Schedule 3.1(e) hereto includes
     all amendments and modifications to such Material Agree-
     ments.  Copies of all Material Agreements and Assumed
     Contracts, including all supplements and amendments
     thereto, have been or will be made available to the
     Purchaser prior to the Closing.
               (m)  Employee Benefit Plans.  (i)  Schedule
     3.1(m)(i) hereto lists all "employee benefit plans,"
     within the meaning of Section 3(3) of ERISA, covering
     persons employed or formerly employed in the United
     States by the Division in connection with the Business
     (the "U.S. Employees").  True and complete copies of all
     plan documents and summary plan descriptions pertaining
     to all such plans (the "ERISA Plans") have been, or as
     soon as practicable after the date of this Agreement will
     be, made available to the Purchaser.
               (ii)  All ERISA Plans are in substantial com-
     pliance with ERISA.  To the knowledge of the Seller, each
     ERISA Plan intended to be qualified under Section 401(a)
     of the Code has received a favorable determination letter
     from the Internal Revenue Service (except with respect to
     amendments to such ERISA Plans adopted after August 1,
     1986), and the Seller is not aware of any circumstances
     likely to result in revocation of any such favorable de-
     termination letter.  Except as set forth on Schedule
     3.1(m)(ii) hereto, there is no material pending or, to
     the knowledge of the Seller, threatened action, suit or
     claim with respect to the ERISA Plans (other than routine
     claims for benefits in the ordinary course).  None of the
     ERISA Plans is a multiemployer plan within the meaning of
     Section 4001(a)(3) of ERISA.
               (iii)  Assuming the Purchaser makes the offers
     of employment provided for in Section 4.7(a) hereof, the
     consummation of the transactions contemplated by this
     Agreement will not, in and of themselves, (a) entitle any
     current or former employee of Seller or any Transferred
     Employee (as defined in Section 4.7 hereof) to any sever-
     ance pay, unemployment compensation or any other payment,
     (b) accelerate the time of payment or vesting, or in-
     crease the amount of compensation due to any such em-
     ployees, or (c) result in any employment-related expenses
     or liabilities, in every such case the full cost of which
     will not be paid by Seller.
               (iv)  Schedule 3.1(m)(iv) sets forth a list of
     all plans, agreements or arrangements pursuant to which
     any Employee receives any employee benefits from Seller
     or any Subsidiary, including without limitation, bonus,
     deferred compensation, pension, profit-sharing, severance
     and health insurance plans, agreements or arrangements
     (the "Employee Plans").  Seller has provided the Purchas-
     er with true and complete copies of all written Employee
     Plans or true and complete summaries of all oral Employee
     Plans.
               (v)  Schedule 4.7(a)(1) sets forth the annual
     salary and job title of each of the Transferred Employ-
     ees.
               (n)  Labor Matters.  The Seller has paid in
     full to, or accrued on behalf of, all Employees all
     wages, salaries, vacation pay, commissions, bonuses and
     other direct compensation for all services performed by
     them to the date hereof and all amounts required to be
     reimbursed to such Employees.  Except as set forth on
     Schedule 3.1(n), Seller has not been notified in writing
     that any charges with respect to or relating to any
     Employee are pending before the Equal Employment Opportu-
     nity Commission or any other agency responsible for the
     prevention of unlawful employment practices.  Except as
     set forth on Schedule 3.1(n), there are no employment
     contracts or severance agreements with any Employees.
     The Seller is not a party to any collective bargaining or
     similar agreement with any labor organization, group or
     association with respect to the Employees.  To the knowl-
     edge of the Seller, the Seller has not experienced, in
     the past five (5) years, any attempt by organized labor
     or its representatives to make the Seller conform to de-
     mands of organized labor relating to the U.S. Employees,
     or to enter into a binding agreement with organized labor
     that would cover the U.S. Employees.  Seller has not been
     notified in writing that there are any unfair labor
     practices, charges or complaints against the Seller with
     respect to the Business pending before the National Labor
     Relations Board or any other U.S. governmental agency
     arising out of the Seller's activities in the United
     States with respect to the Business; there is no labor
     strike, material dispute, material slowdown or material
     labor disturbance pending or, to the knowledge of the
     Seller, threatened, nor is any grievance currently being
     asserted, against the Seller with respect to the Business
     in the United States; and the Business has not experi-
     enced a labor strike, material dispute, material slow-
     down, material labor disturbance or work stoppage during
     the past five (5) years.
               Since February 1, 1991, the Seller has not ef-
     fectuated a "plant closing" or "mass layoff" (each as de-
     fined in the Worker Adjustment and Retraining Notifica-
     tion Act (the "WARN Act")) affecting any site of employ-
     ment, operating unit or facility of the Seller Related to
     the Business; nor has the Seller engaged in layoffs or
     employment terminations sufficient in number to trigger
     application of any similar U.S. state or local law relat-
     ing to the Business.  None of the Employees has suffered
     an "employment loss" (as defined in the WARN Act) since
     six months prior to the date hereof.
               (o)  Insurance.  Schedule 3.1(o) contains a
     complete and accurate list of all policies or binders of
     fire, liability, worker's compensation and other forms of
     insurance, including bonds but not including any insur-
     ance related to Employees other than worker's compensa-
     tion (showing as to each policy or binder the carrier,
     coverage limits, expiration dates, deductibles or reten-
     tion levels and a general description of the type of
     coverage provided) maintained by the Seller or a Subsid-
     iary with respect to the Business, any Purchased Assets,
     any Assumed Liabilities or the Employees.  The coverage
     provided under such policies and binders is in full force
     and effect on the date hereof and shall be kept in full
     force and effect by the Seller through the Closing Date.
     Neither the Seller nor any Subsidiary has been refused
     any insurance coverage with respect to the Purchased As-
     sets or the Business, nor has coverage been limited or
     cancelled in any material respect by any insurance carri-
     er to which the Seller or any Subsidiary has applied for
     any such insurance or with which the Seller or any Sub-
     sidiary has carried insurance.
               (p)  Environmental Matters.  Except as set
     forth in Schedule 3.1(p), to Seller's knowledge, the
     Seller is in material compliance with all applicable
     Environmental Laws, and the Seller is in possession of
     all permits, licenses and other authorizations required
     as of the Closing Date under applicable Environmental
     Laws for the operation of the Business as presently con-
     ducted, and to Seller's knowledge, is in compliance with
     the terms thereof.  Except as set forth in Schedule
     3.1(p) hereto, neither the Seller nor any Material Sub-
     sidiary has received any written claim, notice or com-
     plaint from any governmental agency, or from any person
     or group purportedly authorized to bring a private action
     pursuant to a citizens suit provision of an Environmental
     Law in the last five years, and to the knowledge of the
     Seller, at any time, alleging that the Real Property or
     the operation of the Business is in violation of any
     Environmental Law.  All permits and other governmental
     authorizations currently held by the Seller or any Mate-
     rial Subsidiary pursuant to the Environmental Laws are
     identified in Schedule 3.1(p).
               Except as set forth in Schedule 3.1(p), there
     is no Environmental Claim pending or, to the knowledge of
     Seller, threatened against the Seller or any Material
     Subsidiary.  Except as set forth on Schedule 3.1(p), to
     Seller's knowledge, there are no past or present actions,
     activities, circumstances, conditions, events or inci-
     dents, including, without limitation, the release, emis-
     sion, discharge, presence or disposal of any Material of
     Environmental Concern, on the Real Property that could
     form the basis of any Environmental Claim against the
     Seller or any Material Subsidiary.  Without in any way
     limiting the generality of the foregoing, to Seller's
     knowledge, (i) all on site locations where the Seller or
     any Material Subsidiary has stored or disposed of Materi-
     als of Environmental Concern are identified in Schedule
     3.1(p), (ii) underground storage tanks, and the capacity
     and contents of such tanks, located on the Real Property
     are identified in Schedule 3.1(p), and (iii) except as
     set forth in Schedule 3.1(p), no polychlorinated
     biphenyls (PCB's) are used or stored at the Real Proper-
     ty.  To Seller's knowledge, since the date of acquisition
     of the Owned Real Property by the Seller, the Owned Real
     Property has not been used as a landfill or disposal site
     for hazardous, industrial or municipal waste.  The Seller
     has not received any administrative or judicial order,
     decree, judgment or directive issued by any federal,
     state or local government or governmental agency or
     authority relating to or which requires environmental
     removal or remedial action (as defined under 42 U.S.C.A.
     section 9601 (23) and (24)) at the Owned Real Property.  To
     Seller's knowledge, there is no lien on the Owned Real
     Property filed by any federal, state or local government
     or governmental agency or authority in connection with
     the presence of any Materials of Environmental Concern on
     or at the Owned Real Property.
               (q)  Subsidiaries.  Schedule 1.2(G) hereto
     lists (i) all of the Subsidiaries and the number of
     shares of capital stock of each Stock Subsidiary out-
     standing and such number owned beneficially and of record
     by the Seller and (ii) each other corporation, partner-
     ship, joint venture or other person which owns or holds
     Purchased Assets or in which the Seller has made a finan-
     cial investment Related to the Business.  Each of the
     Subsidiaries is duly organized and validly existing under
     the laws of its jurisdiction of incorporation and has all
     necessary corporate power to own all of its respective
     properties and assets and to carry on its business as now
     being conducted.
               (r)  Finders and Investment Bankers.  Except
     for the Seller's engagement of Goldman, Sachs & Co., the
     Seller has not employed any broker or finder or incurred
     any liability for any brokerage fees, commissions or
     finders' fees in connection with the Purchase.
               (s)  Undisclosed Liabilities.  To the knowledge
     of the Seller, there are no liabilities or obligations,
     secured or unsecured, whether absolute, accrued, contin-
     gent or otherwise, and whether due or to become due
     (hereinafter in this paragraph (s) and for purposes of
     the definition of "Unknown Liabilities", "liabilities")
     of the Business, except for (i) liabilities of the Busi-
     ness that are or will be included as liabilities on the
     Final Statement; (ii) liabilities contained in each As-
     sumed Contract that is fully and effectively assigned to
     the Purchaser; and (iii) Excluded Liabilities.  Notwith-
     standing the foregoing, the Seller makes no represen-
     tation or warranty in this Section 3.1(s) with respect to
     any Environmental Liability or Product Liability.
               (t)  Accounts Receivable.  All accounts receiv-
     able reflected on the Final Statement will be good and
     collectible at the aggregate recorded amounts thereof
     (net of the allowance for doubtful accounts, which allow-
     ance will be adequate and consistent with past practic-
     es).  To the Seller's knowledge, such accounts receivable
     will have arisen out of bona fide transactions in the
     ordinary course of business and will be owned by the
     Seller free and clear of all Liens.
               (u)  Inventory.  All inventory of the Business
     to be reflected on the Final Statement will be valued at
     the lower of cost or market on a first-in, first-out
     basis in accordance with generally accepted accounting
     principles consistently applied and will consist of a
     quantity and quality usable and salable in the ordinary
     course of business, except for items of obsolete materi-
     als and materials of below-standard quality which will be
     written-down in the Final Statement to realizable market
     value or for which adequate reserves will be provided
     therein.
               (v)  Bank Accounts.  Schedule 3.1(v) is a list
     of the names and locations of all financial institutions
     at which the Seller maintains in connection with the
     Business a deposit account or other similar deposit or
     safekeeping arrangement, the number or other identifica-
     tion of all such accounts and arrangements and the names
     of all persons authorized to draw thereon or have access
     thereto.
               (w)  Disclosure.  The representations and war-
     ranties of the Seller in this Agreement and the state-
     ments contained in the schedules, certificates and other
     writings furnished and to be furnished by the Seller or
     any Subsidiary to the Purchaser pursuant to this Agree-
     ment when considered as a whole and giving effect to any
     supplements or amendment thereof do not and will not con-
     tain any untrue statement of a material fact and do not
     and will not omit to state any material fact necessary to
     make the statements herein or therein not misleading.
               (x)  Licenses and Permits.  Except with respect
     to licenses and permits related to Environmental Matters
     and Intellectual Property, which are the subject of
     Sections 3.1(p) and 3.1(k) herein, the material govern-
     mental and third party licenses, permits, certificates,
     consents, approvals, waivers, authorizations and regis-
     trations (collectively, "Approvals") listed in Schedule
     3.1(x) hereto constitute all the licenses and permits
     necessary for the Business to be conducted as now being
     conducted in all material respects.  Each of such li-
     censes and permits and the rights of the Seller or any
     Subsidiary with respect thereto are valid and subsisting,
     in full force and effect, and the Seller or such Subsid-
     iary is in compliance in all material respects with the
     terms of such licenses or permits.  None of such licenses
     or permits has been or, to the knowledge of the Seller,
     is threatened to be, revoked, cancelled, suspended or
     modified.  Without in any way limiting the foregoing,
     Seller has for each Owned Real Property located in the
     United States a current, valid certificate of occupancy
     and Seller's use of each such Owned Real Property is in
     conformity with such certificate of occupancy in all
     material respects.
               (y)  Taxes.  (i)  With respect to the Seller
     and each Asset Subsidiary for the Pre-Closing Tax Period,
     (A) except as set forth on Schedule 3.1(y)(i), all feder-
     al, state, local and foreign Tax Returns required to be
     filed by or on behalf of the Seller or any of the Asset
     Subsidiaries Related to the Business have been duly filed
     (or appropriate extensions filed) with the appropriate
     taxing authorities; (B) except as set forth on Schedule
     3.1(y)(i), all Taxes shown on such Tax Returns for such
     Pre-Closing Tax Period have been paid or will be paid in
     full when due or assessed; (C) except as set forth on
     Schedule 3.1(y)(i), there are no pending examinations or
     other audits by federal, state, local or, to the knowl-
     edge of Seller, foreign taxing authorities Related to the
     Business (other than any such audit or examination relat-
     ing to income or franchise tax) and no outstanding issue
     or claim is being asserted for Taxes (other than income
     or franchise taxes) by any federal, state, local or, to
     the knowledge of Seller, foreign taxing authority for any
     Pre-Closing Tax Period; and (D) except as set forth on
     Schedule 3.1(y)(i), there are no outstanding agreements
     or waivers extending the statutory period of limitations
     applicable to any federal, state, local or, to the knowl-
     edge of Seller, foreign Tax Return (other than income or
     franchise Tax Returns) of the Seller or any of the Asset
     Subsidiaries Related to the Business.
               (ii)  With respect to each Stock Subsidiary for
     the Pre-Closing Tax Period, except as set forth on Sched-
     ule 3.1(y)(ii), (A) all foreign Tax Returns required to
     be filed by or on behalf of each of the Stock Subsid-
     iaries have been duly filed (or appropriate extensions
     filed) with the appropriate taxing authorities and, to
     the knowledge of Seller, such Tax Returns are true, cor-
     rect and complete; (B) all Taxes shown on such Tax Re-
     turns for such Pre-Closing Tax Period have been or will
     be paid in full when due or assessed; (C)  to the knowl-
     edge of Seller, for all taxable years ending on or before
     June 30, 1993, (1) the income or franchise Tax Returns
     required to be filed by or on behalf of each of the Stock
     Subsidiaries have been examined by the appropriate taxing
     authority, or (2) the period during which any assessments
     may be made by the taxing authority has expired, (D) to
     the knowledge of Seller, all deficiencies and assessments
     asserted in writing as a result of any examinations or
     other audits by foreign taxing authorities have been paid
     or fully settled and no issue or claim has been asserted
     for Taxes by any foreign taxing authority for any Pre-
     Closing Tax Period, other than those heretofore paid; and
     (E) to the knowledge of Seller, there are no outstanding
     agreements or waivers extending the statutory period of
     limitations applicable to any foreign income Tax Return
     of any of the Stock Subsidiaries.
               3.2    Representations and Warranties of the
     Purchaser.  The Purchaser hereby represents and warrants
     to the Seller as follows:
               (a)  Organization of the Purchaser.  The Pur-
     chaser is a corporation duly organized, validly existing
     and in good standing under the laws of its jurisdiction
     of incorporation and has all necessary corporate power to
     own, lease and operate all of its properties and assets
     and to carry on its business as now being conducted.
               (b)  Authorization and Noncontravention.  The
     execution, delivery and performance of this Agreement has
     been duly authorized by the Purchaser and no other corpo-
     rate proceedings on the part of the Purchaser are neces-
     sary to authorize this Agreement or the transactions con-
     templated hereby.  The Purchaser has full corporate power
     and authority to enter into this Agreement and to perform
     its obligations hereunder.  This Agreement has been duly
     and validly executed and delivered by the Purchaser and
     constitutes a valid and legally binding obligation of the
     Purchaser enforceable against the Purchaser in accordance
     with its terms, subject to bankruptcy, insolvency, fraud-
     ulent transfer, reorganization, moratorium and similar
     laws of general applicability relating to or affecting
     creditors' rights and to general equity principles.  The
     execution and the delivery by the Purchaser of this
     Agreement and the consummation by the Purchaser of the
     Purchase will not (i) violate any term or provision of
     the Certificate of Incorporation or By-laws of the Pur-
     chaser; (ii) conflict with or result in a breach of or
     constitute a default under or result in the termination
     of, or entitle any party to accelerate (whether after the
     filing of notice or lapse of time or both), any agreement
     to which the Purchaser is a party or by which it is bound
     or to which any of its assets are subject, or result in
     the creation of any lien or encumbrance upon any of said
     assets, other than conflicts, breaches, defaults, termi-
     nations, accelerations, liens or encumbrances which,
     individually or in the aggregate, would not have a mate-
     rial adverse effect on the assets, liabilities, business,
     financial condition or results of operations of the busi-
     ness of the Purchaser, taken as a whole, or materially
     impair the ability of the parties hereto to consummate
     the Purchase; or (iii) subject to the expiration of the
     applicable waiting periods under the HSR Act, the Exon-
     Florio Amendment and the GWB Act, violate or result in a
     breach of or constitute a default under any judgment,
     order, decree, law, rule, regulation or other restriction
     of any court, government or governmental agency to which
     the Purchaser is subject, other than violations, breaches
     or defaults which, individually or in the aggregate,
     would not have a material adverse effect on the assets,
     liabilities, business, financial condition or results of
     operations of the business of the Purchaser, taken as a
     whole, or materially impair the ability of the parties
     hereto to consummate the Purchase.
               (c)  Litigation.  There are no written claims,
     actions, suits, proceedings or government investigations
     pending or, to the knowledge of the Purchaser, threatened
     which seek to question, delay or prevent the consummation
     of, or would materially impair the ability of the parties
     hereto to consummate, the Purchase.
               (d)  Approvals and Consents.  Except for com-
     pliance with the HSR Act, the Exon-Florio Amendment, and
     the GWB Act and other purely notice filings with certain
     governmental agencies in Europe which the Purchaser has
     made or will make in accordance with applicable regula-
     tions, (1) there are no authorizations, approvals, con-
     sents or waivers required to be obtained from, or notices
     or filings required to be given to or made with, any gov-
     ernment or governmental agency by the Purchaser in con-
     nection with the Purchase, and (2) there are no autho-
     rizations, approvals, consents or waivers required to be
     obtained by the Purchaser from any third party or notices
     to be given to any third party by the Purchaser in con-
     nection with the Purchase.
               (e)  Finders and Investment Bankers.  Except
     for the Purchaser's engagement of CS First Boston Corpo-
     ration, the Purchaser has not employed any broker or
     finder or incurred any liability for any brokerage fees,
     commissions or finders' fees in connection with the
     Purchase.
               (f)  Access to Funds.  The Purchaser has, or
     has immediate access to, and will have on the Closing
     Date, sufficient cash to meet its obligations under Sec-
     tions 2.2 and 2.4 hereof.
               (g)  Disclosure.  The representations and war-
     ranties of the Purchaser in this Agreement and the state-
     ments contained in the schedules, certificates and other
     writings furnished and to be furnished by the Purchaser
     to the Seller pursuant to this Agreement when considered
     as a whole and giving effect to any supplements or amend-
     ment thereof do not and will not contain any untrue
     statement of a material fact and do not and will not omit
     to state any material fact necessary to make the state-
     ments herein or therein not misleading.

                             ARTICLE IV
                             Covenants
               4.1  Operation of The Business.  From the date
     hereof until the Closing Date, the Business shall be
     operated in the ordinary course of business consistent
     with past practice.  Without limiting the generality of
     the foregoing, except as otherwise contemplated by this
     Agreement or consented to by the Purchaser (which consent
     will not be unreasonably withheld), the Seller covenants
     and agrees with respect to the Business that it will not:
               (a)  terminate or amend, or fail in any materi-
     al respect to perform material obligations under any
     Material Agreement;
               (b)  sell, transfer, mortgage or otherwise dis-
     pose of, or encumber, any Purchased Assets having a
     value, individually or in the aggregate, in excess of
     $100,000, other than in the ordinary course of business
     consistent with past practice;
               (c)  issue, contract to issue, or cause to be
     issued or contracted to issue, on behalf of the Business,
     additional debt (excluding trade accounts payable in ac-
     cordance with their terms) or guarantees of debt;
               (d)  make or become obligated to make any capi-
     tal expenditures in excess of $50,000 for any single
     project or $250,000 in the aggregate or enter into any
     commitments therefor, other than as described in Schedule
     4.1 hereto;
               (e)  commit to any expenditures in excess of
     $50,000 individually or $250,000 in the aggregate, other
     than expenditures in the ordinary course of business;
               (f)  fail to maintain in full force and effect
     substantially the same level and types of insurance
     coverage as in effect on June 30, 1993;
               (g)  change its accounting methods, principles
     or practices;
               (h)  materially revalue any assets or material-
     ly write down the value of any inventory;
               (i)  (A) increase the compensation payable or
     to become payable to any Employee, other than regular,
     scheduled compensation increases, or (B) make any in-
     crease in any bonus plan, insurance, pension or other
     employee benefit plan, payment or arrangement made to,
     for or with any Employee other than pursuant to the terms
     of any such plan or as a result of a regularly scheduled
     compensation increase;
               (j)  waive or release any rights or claims ex-
     ceeding $50,000 in the aggregate, other than settlements
     of accounts receivable in the ordinary course of business
     not to exceed $100,000 in the aggregate;
               (k)  (i) dispose of or allow to lapse (other
     than by operation of law), or otherwise fail to preserve,
     any Intellectual Property, dispose of or allow to lapse
     (other than by operation of law) any material license,
     permit or other form of authorization, or (ii) dispose of
     or disclose to any person, other than authorized repre-
     sentatives of the Purchaser, any material trade secret,
     formula, process or know how of the Seller or any Sub-
     sidiary Related to the Business, except pursuant to non-
     disclosure or secrecy agreements entered into in the
     ordinary course of business; or
               (l)  agree to do any of the foregoing.
               4.2  Preservation of Business.  From the date
     hereof until the Closing Date, the Seller shall use
     reasonable efforts to keep the Business substantially
     intact and to maintain satisfactory relations with the
     Employees and with the suppliers and customers of the
     Business.
               4.3  Approvals and Consents; Cooperation.  (a)
     The parties hereto shall use reasonable efforts, and
     cooperate with each other, to obtain all governmental and
     third party authorizations, approvals, consents or waiv-
     ers required in order to consummate the Purchase, includ-
     ing, without limitation, pursuant to the Exon-Florio
     Amendment and the GWB Act; provided, however, that nei-
     ther the Seller nor the Purchaser shall be required to
     pay any other consideration therefor.  Subject to the
     foregoing and the other terms and conditions set forth
     herein, each of the parties hereto agrees to use its rea-
     sonable efforts to take, or cause to be taken, all ac-
     tions, and to do, or cause to be done, all things neces-
     sary, proper or advisable to consummate the Purchase.
               (b)  As promptly as reasonably practicable
     after the execution hereof, the Purchaser and the Seller
     shall make their respective filings under the HSR Act,
     the Exon-Florio Amendment, and the GWB Act and each party
     shall be responsible for the payment of its respective
     filing fees.
               4.4  Access.  From the date hereof until the
     Closing, (a) the Seller will furnish to the Purchaser any
     information with respect to the Business as the Purchaser
     may from time to time reasonably request, and (b) the
     Purchaser may, at its discretion, locate one of its
     representatives at the Division's headquarters located in
     Westbury, New York, subject to the restrictions set forth
     in the next sentence; and provided further that the
     Seller shall be permitted to restrict access by such
     representative to any Employee to the extent that the
     Seller determines, in its sole discretion, that such
     access could result in the disclosure of competitive
     information related to the Seller or the Business.
     Beginning immediately upon the execution hereof, the
     Seller, upon reasonable notice by the Purchaser, shall
     give or cause to be given to the Purchaser and to its
     accountants, counsel and other authorized representa-
     tives, during regular business hours, in a manner so as
     not to unduly disrupt the business of the Seller or the
     Business, reasonable access to all of the properties,
     documents and records Related to the Business except to
     the extent that such access would violate any governmen-
     tal regulation, law or order to which the Business or the
     Employees are subject; provided, however, that the Seller
     shall have the right to have a representative present at
     all such times; and provided, further, that such access
     shall be at the expense and risk of the Purchaser, and
     the Purchaser shall indemnify and hold harmless the
     Seller from and against any loss, expense, damage, lia-
     bility or claim arising from the Purchaser's negligence
     or misconduct during such access in accordance with
     Article VI hereof.
               4.5  Taxes and Fees.  (a)(i) Seller shall
     timely prepare and file, or cause to be prepared and
     filed, all Tax Returns of any Stock Subsidiary for the
     Pre-Closing Tax Period and Seller shall timely pay, or
     cause to be paid, when due all Taxes relating to such Tax
     Returns (including any such Taxes assessed or due after
     the Closing Date).  Such Tax Returns shall be prepared or
     completed in a manner consistent with prior practice of
     Seller and the Stock Subsidiaries (including elections
     and accounting methods and conventions), except as other-
     wise required by law or regulation or otherwise agreed to
     by Purchaser prior to the filing thereof, and such Tax
     Returns shall be true, correct and complete to the knowl-
     edge of Seller.  Purchaser shall cooperate with Seller in
     connection with the preparation and filing of such Tax
     Returns (including, without limitation, by causing the
     Stock Subsidiaries to sign such Tax Returns, provided
     such Tax Returns are prepared or completed in a manner
     consistent with the prior sentence).  No later than five
     (5) business days prior to the due date for any such Tax
     Return, Seller shall provide Purchaser with a signature
     copy of such Tax Return.  Promptly after receipt of such
     Tax Return, Purchaser shall notify Seller of any reason-
     able objections Purchaser may have to the filing of such
     Tax Returns and Purchaser and Seller agree to consult and
     resolve in good faith any such objection to the signing
     of any such Tax Return; provided, however, that in the
     event such resolution fails, Purchaser and Seller agree
     to submit any such Tax Return to the Independent Account-
     ing Firm whose determination as to the propriety of
     filing such Tax Return shall be binding, and to share
     equally any and all expenses associated with such consul-
     tation.
               (ii)  For any taxable period beginning after
     the Closing Date, Purchaser shall timely prepare and
     file, or cause to be prepared and filed, all Tax Returns
     of the Stock Subsidiaries, and such Tax Returns shall be
     true, correct and complete to the knowledge of Purchaser,
     and shall timely pay, or cause to be paid, when due all
     Taxes relating to such Tax Returns.
               (iii)  Any Taxes described in this Section
     4.5(a)(iii) due with respect to Seller, or any Subsidiary
     that relate to any Straddle Period shall be apportioned
     between Purchaser and Seller with respect to the portions
     of any such period before and after the Closing Date, (x)
     with respect to Seller or any Subsidiary, in the case of
     real and personal property, use and intangible Taxes (in
     the case of Seller or any Asset Subsidiary to the extent
     such Taxes are Related to the Business), on a per diem
     basis and, where applicable, in accordance with the
     provisions of Code Section 164(d), and (y) with respect
     to any Stock Subsidiary, in the case of other Taxes,
     based on a deemed closing of the books of the Stock
     Subsidiaries as of the Closing Date, with all standard
     exemptions, deductions, progressivity in rates and other
     items with respect to the full Straddle Period allocated
     between the portion of the Straddle Period falling in the
     Pre-Closing Tax Period and the remainder of such Straddle
     Period on a per-diem basis; provided, however, that in no
     event shall either party's obligation with respect to its
     portion of a particular Straddle Period Tax of a Stock
     Subsidiary as calculated under this clause (y) exceed the
     liability for that particular Tax of such Stock Subsid-
     iary for such Straddle Period.  Straddle Period Tax
     Returns other than those relating to Stock Subsidiaries
     shall be prepared and timely filed by the entity respon-
     sible for filing such Tax Returns under local law, regu-
     lation or custom, and Seller or Purchaser, as the case
     may be, shall cause such entity to timely file such Tax
     Returns and timely pay and Tax due with respect to such
     Tax Returns when due or assessed.   To the extent that
     any Tax Returns of a Stock Subsidiary with respect to any
     Straddle Period are due on or prior to the Closing (tak-
     ing into account applicable extensions), Seller shall
     timely prepare and file, or cause to be prepared and
     filed, all such Returns and shall timely pay, or cause to
     be paid when due, all Taxes relating to such Returns.  To
     the extent any Tax Returns of a Stock Subsidiary with re-
     spect to any Straddle Period are due after the Closing
     (taking into account applicable extensions), Purchaser
     shall timely prepare and file, or cause to be prepared
     and filed, all such Tax Returns and shall timely pay, or
     cause to be paid when due, all Taxes relating to such Tax
     Returns.  All Straddle Period Tax Returns shall be pre-
     pared in a manner consistent with past practice of Seller
     or the relevant Subsidiary and in a manner that does not
     distort the taxable income or loss or Tax liability of
     Seller, any Subsidiary, Purchaser or any affiliate of the
     foregoing, except as required by law or regulation or
     otherwise agreed to by Purchaser and Seller and such Tax
     Returns shall be true, complete and correct to the best
     knowledge of the party responsible for filing such Tax
     Return under this Section 4.5(a)(iii) (the "Filing Par-
     ty").  At least fifteen (15) business days prior to the
     due date for filing (including extensions) of any Strad-
     dle Period Tax Return due after Closing, the Filing Party
     shall provide the other party with a substantially final
     draft of such Tax Return and a notice setting forth in
     reasonable detail the calculations regarding the other
     party's share of Straddle Period Taxes shown as due on
     such Tax Return (calculated as described in this Section
     4.5(a)), and the other party shall have the right to
     review such Tax Return and such notice.  The other party
     shall notify the Filing Party of any reasonable objec-
     tions the other party may have to any items set forth in
     such Tax Return and to the Filing Party's calculations
     regarding the other party's share of Straddle Period
     Taxes, and the parties agree to consult and resolve in
     good faith any such objection to the calculation of
     Straddle Period Taxes and the filing of such Tax Returns
     and to mutually consent to the filing of such Tax Re-
     turns; provided, however, that in the event such resolu-
     tion fails, each party agrees to submit any such Tax
     Return to the Independent Accounting Firm, whose determi-
     nation as to the calculation of Straddle Period Taxes and
     the propriety of filing such Tax Return shall be binding,
     and to share equally any and all expenses associated with
     such consultation.
               (iv)  To the extent a Straddle Period Tax has
     been paid in full by Seller or any Subsidiary (or an
     affiliate of any of them) prior to the Closing (excluding
     any estimated or like Tax payments), Purchaser shall pay
     to Seller at Closing the amount of any such Taxes appor-
     tioned to Purchaser under the first sentence of paragraph
     4.5(a)(iii).  With respect to all other Straddle Period
     Taxes, Seller shall pay Purchaser (but only to the extent
     not paid by Seller or any Subsidiary or an affiliate of
     any of them) or Purchaser shall pay Seller, as the case
     may be, the amount apportioned to the relevant party
     under the first sentence of paragraph 4.5(a)(iii) the
     later of the payment date of the Straddle Period Tax or
     within fifteen (15) business days of receipt of the
     notice described in Section 4.5(a)(iii) (or at such other
     time as is mutually agreed by the parties) by Seller or
     Purchaser, respectively.  Seller and Purchaser shall
     adjust the amount of Straddle Period Taxes apportioned
     under the first sentence of paragraph 4.5(a)(iii) in the
     event of a change in the amount of such Taxes due as a
     result of any audit, examination, claim for refund or
     otherwise and, subject to the provisions of this Section
     4.5, make appropriate payments reflecting such adjust-
     ments.
               (b)(i)  Seller shall be entitled to retain, or
     receive payment from the Purchaser and any Subsidiary of
     any refund or credit with respect to Taxes (including,
     without limitation, refunds and credits arising by reason
     of the carryover or carryback of any deduction, loss or
     credit to any Pre-Closing Tax Period or Seller's portion
     of any Straddle Period or the filing of an amended return
     for any such periods) that are described as being the
     responsibility of the Seller in Section 4.5(a).  Purchas-
     er shall promptly forward to or reimburse Seller for any
     such refunds or credits due Seller after the receipt
     thereof by Purchaser or the Subsidiaries.
               (ii)  Purchaser and the Subsidiaries shall be
     entitled to retain, or receive payment from the Seller
     of, any refund or credit with respect to Taxes that are
     described as being the responsibility of Purchaser in
     Section 4.5(a) and that are not due to Seller under
     Section 4.5(b)(i).  Seller shall promptly forward to or
     reimburse Purchaser for any such refunds or credits due
     Purchaser after the receipt thereof.
               (c)  Seller shall control the representation of
     the interests of Seller and any Stock Subsidiaries in any
     Tax audit or administrative or court proceeding relating
     to Tax Returns described in Section 4.5(a) with respect
     to which Seller may be liable for Taxes pursuant to this
     Agreement; provided, however, that Seller will consult
     with Purchaser regarding any Tax issue of a Stock Subsid-
     iary that may affect the Tax liability of Purchaser, any
     of its affiliates or any Stock Subsidiary for any period
     ending after the Closing Date and that where a particular
     Tax issue of a Stock Subsidiary would in the reasonable
     opinion of Purchaser, have an adverse effect on the Tax
     liability of Purchaser, any of its affiliates or any
     Stock Subsidiary for any period ending after the Closing
     Date, Purchaser shall have the right, at its discretion
     after good faith consultation with Seller, to release
     Seller from its obligation to indemnify Purchaser with
     respect to such Tax issue by a written agreement mutually
     agreed to by Seller and Purchaser and, in that event, to
     participate in any such audit or proceeding and control
     the representation of the interest of the relevant Stock
     Subsidiary solely with respect to such Tax issue and to
     employ counsel of its choice at its own expense for
     purposes of such participation.  Purchaser and Seller
     mutually agree to consult and cooperate with each other
     so that the transfer of control is effected in a manner
     that will minimize any disruption to any such audit or
     proceeding and so that Seller is not prejudiced in any
     such audit or proceeding.  Notwithstanding anything to
     the contrary contained or implied in this Agreement,
     without the prior approval of Purchaser, Seller shall not
     agree to compromise any issue or claim arising in any
     audit or proceeding covered by this Section 4.5(c) to the
     extent that any such compromise would affect the Tax
     liability of Purchaser, any of its affiliates, or any
     Stock Subsidiary for any period ending after the Closing
     Date (including a Straddle Period).
               (d)  Each party shall promptly notify the other
     party in writing upon receipt by the notifying party, or
     any affiliate of the notifying party, of notice of any
     pending or threatened Tax audits or assessments relating
     to Seller or any Asset Subsidiary (in each case only to
     the extent Related to the Business) or any Stock Subsid-
     iary, in each case for Pre-Closing Tax Periods and Strad-
     dle Periods only.
               (e)  After the Closing Date, Purchaser and
     Seller shall provide each other with such cooperation and
     information relating to Seller or any Asset Subsidiary
     (in each case only to the extent Related to the Business)
     or Stock Subsidiary as either party reasonably may re-
     quest in filing any Tax Return, determining any Tax
     liability or a right to refund of Taxes, conducting or
     defending any audit or other proceeding in respect of
     Taxes or effectuating the terms of this Agreement.  Any
     information obtained under this Section 4.5(a) shall be
     kept confidential, except as may be otherwise necessary
     in connection with filing any Tax Return, amended return,
     or claim for refund, determining any liability or a right
     to refund of Taxes, or in conducting or defending any
     audit or other proceeding in respect of Taxes.  Purchaser
     and Seller agree that the party requesting such coopera-
     tion or information shall reimburse the other party for
     the reasonable out-of-pocket costs and expenses incurred
     in providing such cooperation or information.  Notwith-
     standing the foregoing, neither Seller nor Purchaser, nor
     any of their affiliates, shall be required unreasonably
     to prepare any document, or determine any information not
     then in its possession, in response to a request under
     this Section 4.5(e).
               (f)  All transfer, sales, use, recording, ad
     valorem, real property transfer, real property convey-
     ance, documentary, notarial, excise, value added, stamp
     and other like Taxes, fees and expenses (the "Transfer
     Taxes") which may be due or payable in connection with
     the consummation of the Purchase, including without
     limitation, fees and expenses in connection with the
     transfer or the Intellectual Property, shall be paid and
     borne by Purchaser and Seller equally, with the exception
     of any tax imposed on the transfer of real property and
     measured solely by the excess, if any, between the amount
     of Aggregate Consideration (as hereinafter defined)
     allocated to such real property and Seller's original
     purchase price (or basis, if applicable) for such real
     property (a "Real Property Transfer Gains Tax"), which
     shall be paid and borne by Seller.  Such payments shall
     not be treated as either an increase or reduction in
     Aggregate Consideration.  To the extent that Buyer,
     Seller or any Subsidiary is entitled to a refund of any
     Transfer Taxes paid pursuant to this Section 4.5(f), the
     party so entitled shall file for a refund of such Trans-
     fer Taxes, which refund shall be shared equally by Seller
     and Buyer; provided, however, that any refunds of Real
     Property Transfer Gains Taxes shall be solely for the
     account of the Seller.  The party that applies for such
     refund shall promptly pay over to the other party that
     other party's portion of such refund upon receipt thereof
     by the applying party (or any affiliate).
               (g)  On or before the Closing Date, Purchaser
     and Seller shall (to the extent required by law) com-
     plete, execute, deliver and verify any return, question-
     naire, affidavit, resale certificate, certificate of
     registration, or other document required in connection
     with any Tax, including but not limited to Transfer
     Taxes, relating to the sale of the Purchased Assets,
     including any pre-filing documents (including, without
     limitation, any filing required by the New York State
     real property transfer gains tax provisions).
               (h)  Any indemnification payments made pursuant
     to this Agreement, shall, to the extent permitted by
     applicable law, be treated as an adjustment to the pur-
     chase price.
               (i)  Prior to the Closing, the Purchaser and
     the Seller shall agree to an allocation of the Aggregate
     Consideration among the Purchased Assets.  The Purchaser
     and the Seller represent, warrant and agree that the fair
     market values of the assets included in the Purchased
     Assets will be determined through arm's length negotia-
     tions, provided, however, that in no event shall the
     amount allocated to New York state real property (includ-
     ing, without limitation, land, buildings, fixtures and
     improvements) exceed $6,000,000.  Such allocation in any
     event shall comply with the requirements of Section 1060
     of the Code.  The Seller and the Purchaser agree that, to
     the extent permitted by applicable law, they shall file
     all income tax returns and reports in accordance with and
     based upon such allocation and shall take no position in
     any income tax return, proceeding or audit which is
     inconsistent with such allocation.  As used in this
     Section 4.5(i), the term "Aggregate Consideration" shall
     mean the sum of the Purchase Price paid pursuant to this
     Agreement and the amount of the Assumed Liabilities of
     the Seller and the Asset Subsidiaries, each as adjusted
     pursuant to this Agreement.  Notwithstanding any other
     provision of this Agreement, the foregoing agreement
     shall survive the Closing Date without limitation.  Each
     of the Purchaser and the Seller shall timely file a
     federal form 8594 in accordance with the requirements of
     Section 1060 of the Code and the regulations thereunder.
               (j)  Seller shall furnish to the Purchaser such
     information as is necessary for the application of the
     incremental research credit provisions of Section
     41(f)(3)(A) of the Code.
               (k)     With respect to that certain Profit & Loss
     Pooling Agreement dated April 8, 1992 between Perkin-
     Elmer Holding GmbH Uberlingen (PEH) and Perkin-Elmer
     Metco GmbH Hattersheim (Metco Gmbh), Purchaser shall
     promptly reimburse Seller for any payment made by PEH to
     Metco GmbH pursuant to that agreement if such payments
     are made after the Closing Date due to the requirements
     of German law and the statutory audit.  Any such reim-
     bursement by Purchaser shall be considered an adjustment
     to the Purchase Price.  Seller shall cause PEH to prompt-
     ly reimburse Metco GmbH, or Purchaser shall cause Metco
     GmbH to reimburse PEH, as the case may be, for any amount
     due to or from either Metco GmbH or PEH with respect to
     the VAT account between PEH and Metco GmbH promptly after
     the determination thereof and in any case prior to the
     time for payment thereof.
               4.6  Preservation of Records.  The Purchaser
     agrees that it shall cause to be preserved and kept the
     records of the Seller Related to the Business delivered
     to it hereunder for a period of six (6) years from April
     15, 1995, or for any longer period as may be required by
     applicable law or in connection with any ongoing litiga-
     tion, and shall make such records (for the period of time
     referred to above) and employees of the Purchaser (for an
     unlimited period of time) available to the Seller as may
     be reasonably required by the Seller in connection with
     any legal proceedings involving, or governmental investi-
     gations or tax examinations of, the Seller.  In the event
     the Purchaser wishes to destroy such records after that
     time, it shall first give ninety (90) calendar days'
     prior written notice to the Seller and the Seller shall
     have the right at its option, upon notice given to the
     Purchaser within said 90-day period, to take possession
     of said records.
               4.7  Employee Benefits and Related Matters.
               (a)  Covenants of the Purchaser.  (i) Within a
     reasonable period of time prior to Closing, the Purchaser
     shall make offers of employment, which employment shall
     be effective as of the Closing Date and subject to con-
     summation at the Closing of the transactions contemplated
     hereby, to (X) every employee of the Division who is on
     the date hereof employed in the Business in the United
     States and who is listed on Schedule 4.7(a)(1) (the
     "United States Transferred Employees"), (Y) every em-
     ployee of the Division who is on the date hereof employed
     in the Business outside the United States by a Stock
     Subsidiary or an Asset Subsidiary and who is listed on
     Schedule 4.7(a)(1) (the "Foreign Transferred Employees"),
     and (Z) every other employee hired by the Division in the
     ordinary course of business from the date hereof to the
     Closing to be employed by the Division in the United
     States or in a foreign location and who will be listed on
     an amendment to Schedule 4.7(a)(1) which will be deliv-
     ered to the Purchaser prior to the Closing (the "New
     Transferred Employees").  The United States Transferred
     Employees, the Foreign Transferred Employees, and the New
     Transferred Employees are referred to herein collectively
     as the "Transferred Employees."  Such offers of employ-
     ment shall be at the job title and annual salary set
     forth opposite the respective Transferred Employees'
     names on Schedule 4.7(a)(1), as the same may be updated
     by the Seller from time to time prior to the Closing.  In
     addition, as part of its offer of employment to all
     Transferred Employees:  (A) the Purchaser shall offer a
     severance plan containing severance benefits payable upon
     any termination of such Transferred Employee's employment
     after the Closing as set forth in Schedule 4.7(a)(2)
     hereto (the "Purchaser Severance Plan"); (B) the Purchas-
     er shall offer such Transferred Employees such other
     terms and conditions set forth on Schedule 4.7(a)(2)
     hereto including the opportunity to participate in the
     other plans, arrangements, commitments, benefits and
     payroll practices (including severance, pension and
     welfare plans) set forth on Schedule 4.7(a)(2); (C) the
     Purchaser's medical plan shall not contain any exclusion
     or limitation with respect to any pre-existing condi-
     tions; (D) the Purchaser shall cause the Purchaser's
     medical plan to recognize any out-of-pocket medical and
     dental expenses incurred by Transferred Employees and
     their eligible dependents prior to the Closing Date and
     during the calendar year in which the Closing Date occurs
     for purposes of determining the deductibles and out-of-
     pocket maximums applicable to such Transferred Employees;
     (E) the Purchaser shall credit each Transferred Employee
     for time of service with the Division and the Seller for
     purposes of eligibility, vesting and benefit accrual (in-
     cluding vacation entitlement) under all such employee
     benefit plans maintained by the Purchaser (including,
     without limitation, the Purchaser Severance Plan); (F)
     for a period of two years following the Closing Date, the
     Purchaser will not reduce the benefits available under
     the Purchaser Severance Plan nor the aggregate level of
     employee benefits (when such benefits are considered as a
     whole) offered to such Transferred Employees; and (G)
     with respect to any Transferred Employee employed by the
     Division outside the United States, the Purchaser shall
     comply with all applicable legislation affecting such
     employee's rights upon a transfer of a business.  The
     Purchaser will give each Transferred Employee an opportu-
     nity to ask and have answered prior to the Closing any
     questions such Transferred Employee may have regarding
     the foregoing offer of employment and shall, if requested
     by the Seller, provide written confirmation to the Seller
     of such offers of employment.
               (ii)  Based upon (x) the Purchaser's review and
     analysis of all information provided by the Seller con-
     cerning the severance, pension, welfare and other em-
     ployment plans and policies currently being provided by
     the Seller to the United States Transferred Employees
     (the "Seller's United States Plans"), (y) discussions
     between the Purchaser's representatives and the Seller's
     representatives concerning the Seller's United States
     Plans, and (z) the Purchaser's review of the Seller's
     United States Plans, the Purchaser believes that the
     aggregate benefits to be provided by the Purchaser's
     severance, pension, welfare and other employment plans
     and policies to the United States Transferred Employees
     following the Closing (the "Purchaser's United States
     Plans") are comparable in the aggregate to the Seller's
     United States Plans.  The Purchaser agrees to offer the
     Seller reasonable cooperation and consultation in connec-
     tion with the Seller's supporting or defending the compa-
     rability of the Purchaser's United States Plans, includ-
     ing in connection with ordinary course communications
     with the United States Transferred Employees (including
     the introduction and explanation of the employee benefits
     provided by the Purchaser); grievances or complaints by
     the United States Transferred Employees in respect of
     such comparability; and administrative or judicial pro-
     ceedings commenced by a United States Transferred Employ-
     ee in respect of such comparability.  Such cooperation
     shall include making available employees and records of
     the Purchaser as reasonably requested by the Seller,
     providing information and analyses prepared by the Pur-
     chaser with respect to the Purchaser's comparability
     analysis and offering reasonable consultation to the
     Seller in connection with the Seller's defense of any
     administrative or judicial proceeding or employee griev-
     ance or complaint with respect to the comparability of
     employee benefits.  Notwithstanding the foregoing:
                       (1)  the provisions of this paragraph (a)
     shall not grant to any such persons any right to contin-
     ued employment if the Purchaser elects to terminate any
     such person's employment;
                       (2)  the severance benefits offered to any
     Transferred Employee and payable upon any termination of
     such Transferred Employee after the Closing shall be as
     set forth on the Purchaser Severance Plan;
                       (3)  except as otherwise expressly provid-
     ed herein, nothing contained in this Agreement shall be
     construed to obligate the Purchaser to assume, provide,
     sponsor, maintain or contribute to any employee benefit
     plans, arrangements, commitments and payroll practices
     (whether or not such plan, arrangement, commitment or
     practice is an "employee benefit plan" as defined in
     Section 3(3) of ERISA), including, without limitation,
     with respect to sick leave, vacation pay, severance pay,
     salary continuation for disability, consulting or other
     compensation arrangements, retirement, deferred compensa-
     tion, bonus, incentive compensation, stock purchase,
     stock option, health including hospitalization, medical
     and dental, life insurance, scholarship plans or programs
     and "Multiemployer Plans" (as such term is defined by
     Section 4001(a)(3) of ERISA), maintained by the Seller
     for the benefit of any such Transferred Employees or to
     which the Seller has contributed or is or was obligated
     to make payments); and
                       (4)  the Purchaser shall not be required
     to offer employment to any employee of the Division who
     is receiving either short-term or long-term disability
     benefits under a short-term or long-term disability plan
     of the Seller or a Subsidiary as of the Closing Date, and
     such employee shall not be considered a Transferred
     Employee, unless and until such employee is able to
     resume active employment within one year after the Clos-
     ing Date.
               (b)  Severance Liability of the Purchaser.
     Notwithstanding any provisions of any severance or other
     similar plan maintained by the Seller for the benefit of
     any Transferred Employee, the Purchaser shall have no
     liability for any severance or other similar payment
     under any plan maintained by Seller to any Transferred
     Employee to whom it makes an offer of employment in
     conformity with the terms of Section 4.7(a), nor shall
     the Purchaser have any liability to the Seller for any
     severance or other similar payment to any Transferred
     Employee to whom the Purchaser makes such an offer of
     employment.  If the Purchaser fails to make an offer of
     employment in conformity with Section 4.7(a) to any
     Transferred Employee and if, by reason of such failure,
     the Seller is subject to an obligation for a severance or
     other similar payment to such Transferred Employee, the
     Purchaser shall discharge such obligation either by
     making such payment directly to the Transferred Employee
     or by reimbursing the Seller for such payment by the
     Seller.  Notwithstanding the foregoing, the Purchaser
     shall be liable for any severance or other similar pay-
     ment required to be made to any Transferred Employee
     under the terms of the Purchaser Severance Plan.  To the
     extent that any employment termination pay has been
     funded in Italy, the Seller shall transfer to the Pur-
     chaser the portion of the fund attributable to the Trans-
     ferred Employees employed by the Division in Italy to
     whom offers of employment have been made in conformity
     with Section 4.7(a) and accepted.
               (c)  For purposes of allocating responsibility
     for claims incurred by Transferred Employees and their
     covered dependents between the Seller's welfare plans and
     the Purchaser's welfare plans, the following rules shall
     apply (for purposes of this paragraph (c), references to
     the Seller and its plans shall, where appropriate, be
     references to the applicable Subsidiary and its plans):
               (i)  The Seller's short-term and long-term dis-
     ability plans shall continue to be responsible for long-
     term disability benefits payable to any Transferred
     Employee who is receiving short-term or long-term dis-
     ability benefits as of the Closing Date, until such time
     as such Transferred Employee resumes active employment
     with the Purchaser.  The Purchaser's short-term and long-
     term disability plans shall be responsible for all other
     disability benefits payable to Transferred Employees on
     and after the Closing Date.  Any period of short-term
     disability incurred by a Transferred Employee under the
     Purchaser's short-term disability plan shall count to-
     wards the waiting period for long-term disability bene-
     fits under the Purchaser's long-term disability plan.
               (ii)  With respect to all other welfare bene-
     fits, the Seller's plans shall be responsible for claims
     incurred by Transferred Employees and their covered
     dependents prior to the Closing Date, and the Purchaser's
     plans shall be responsible for claims incurred on and
     after the Closing Date.  A claim shall be deemed incurred
     when an individual obtains professional services, equip-
     ment or prescription drugs covered by a medical, pre-
     scription drug, dental or vision benefit plan, upon death
     in the case of a life insurance plan, and as of the date
     of the accident in the case of an accidental death and
     dismemberment plan.
               (iii)  Notwithstanding the foregoing, the
     Seller's plans shall be responsible for the cost of all
     professional services, equipment and prescription drugs
     provided during a hospital stay or similar confinement of
     a Transferred Employee or his or her covered dependent
     that begins prior to the Closing Date and ends after the
     Closing Date (subject to the terms and conditions of the
     Seller's applicable plans), and the Purchaser's plans
     shall be responsible for the cost of all professional
     services, equipment and prescription drugs obtained by
     such Transferred Employee or covered dependent after the
     termination of such hospital stay or similar confinement
     (subject to the terms and conditions of the Purchaser's
     applicable plans).
               (d)  No Third-Party Beneficiaries.  No provi-
     sion of this Section 4.7 shall create any third-party
     beneficiary rights in any person or organization, includ-
     ing, without limitation, employees or former employees
     (including any beneficiary or dependent thereof) of the
     Seller or the Purchaser or any of their respective affil-
     iates, unions or other representatives of such employees
     or former employees, or trustees, administrators, partic-
     ipants or beneficiaries of any employee benefit plan, and
     no provision of this Section 4.7 shall create such third-
     party beneficiary rights in any such person or organiza-
     tion in respect of any benefits that may be provided,
     directly or indirectly, under any employee benefit plan
     or arrangement, including the currently existing plans of
     the Seller or the Purchaser.
               4.8  Confidentiality.  The terms of the letter
     agreement dated as of September 14, 1993 (the "Confiden-
     tiality Agreement") between the Seller and the Purchaser
     are incorporated by reference herein and shall apply with
     full force and effect to the Purchaser for the term set
     forth therein; provided, however, that after the Closing,
     the Purchaser shall be free to use any confidential
     information Related to the Business in any manner that it
     desires.
               4.9  Use of Name.  On the Closing Date, the
     Purchaser shall cease using the name "Perkin-Elmer" or
     any variation thereof in connection with the operation of
     the Business or as part of any corporate, partnership or
     assumed name and shall file such documents as are neces-
     sary and appropriate to change any such corporate, part-
     nership or assumed name to a dissimilar name and shall
     promptly assume a dissimilar name for all purposes of the
     Business; provided, however, that for a period of one
     year from the Closing Date, the Purchaser may sell and
     distribute (a) all inventory existing on the Closing Date
     bearing the name "Perkin-Elmer" and (b) any inventory
     manufactured after the Closing Date with labels bearing
     the name "Perkin-Elmer" which were in stock or ordered on
     the Closing Date.
               4.10  Transition Services.  For a period of six
     (6) months following the Closing Date, the Seller shall
     make available to the Purchaser those support and admin-
     istrative services, including, without limitation, com-
     puter and data processing services and any software
     associated therewith, currently being provided by the
     Seller to the Business on a basis substantially consis-
     tent with the Seller's recent historical practice re-
     quested by the Purchaser.  The Purchaser will reimburse
     the Seller for the cost (including without limitation,
     any documented surcharges imposed by outside vendors) of
     such services promptly upon (but not more than thirty
     (30) calendar days following) the receipt of an invoice
     from the Seller therefor.
               4.11  Current Information.  During the period
     from the date of this Agreement to the Closing Date, the
     Seller will notify the Purchaser of any material change
     in the normal course of business or operations of the
     Business and the receipt of any governmental complaints,
     formal investigations or hearings (or communications
     indicating that the same may be contemplated), or the
     institution or written threat or settlement of material
     litigation, in each case Related to the Business, and to
     keep the Purchaser fully informed of such events.
               4.12  Disclosure Supplements.  From time to
     time prior to the Closing Date, the Seller will promptly
     supplement or amend the Schedules made a part of this
     Agreement with respect to any matter hereafter arising
     which, if existing or occurring at or prior to the date
     of this Agreement, would have been required to be set
     forth or described in a Schedule hereto or which is
     necessary to correct any information in a Schedule hereto
     or in any representation and warranty of the Seller which
     has been rendered inaccurate thereby.  For purposes of
     determining the accuracy of the representations and
     warranties of the Seller contained in this Agreement in
     order to determine the fulfillment of the conditions set
     forth in Section 5.2(a), the Schedules delivered by the
     Seller shall be deemed to include only that information
     contained therein on the date of this Agreement and shall
     be deemed to exclude any information contained in any
     subsequent supplement or amendment thereto.  For purposes
     of determining any liability of the Seller hereunder or
     otherwise after the Closing, the Schedules delivered
     hereunder shall be deemed amended by any information
     supplied by the Seller as contemplated by this Section
     4.12.
               4.13  Covenant Not to Compete.  (a)  The Seller
     agrees that it will not, for a period of five years fol-
     lowing the Closing Date, (i) directly or indirectly own,
     manage, operate, finance or participate in the ownership,
     management, operation or financing of, any business which
     is competitive with the Business, (ii) engage in any
     other manner in any business which is competitive with
     the Business, or (iii) induce or attempt to induce any
     customers, suppliers or distributors of the Division to
     terminate their relationships with the Business; pro-
     vided, however, that the Seller's compliance with Section
     4.10 shall not be deemed a breach of this Section 4.13.
               (b)  The Seller agrees that for a period of two
     years following the Closing Date, it will, and it will
     cause its officers, directors and employees to, keep se-
     cret and retain in confidence, and not at any time or for
     any reason, directly or indirectly (including but not
     limited to, acting by, through or with any subsidiary,
     affiliate, or any other person, firm, corporation, joint
     venture or agent), use, publish or disclose, any non-pub-
     lic and confidential information Related to the Business,
     except as required by law or the rules of an applicable
     stock exchange, and further, that the Seller will not use
     or exploit the same for its own benefit or with or for
     the benefit of others.  Notwithstanding the foregoing
     provisions of this Section 4.13(b), the Seller agrees
     that at all times following the Closing Date, it will,
     and it will cause its officers, directors and employees
     to, keep secret and retain in confidence, and not at any
     time or for any reason, directly or indirectly (including
     but not limited to, acting by, through or with any sub-
     sidiary, affiliate, or any other person, firm, corpora-
     tion, joint venture or agent), use, publish or disclose,
     any non-public and confidential information with respect
     to Intellectual Property except as required by law or the
     rules of an applicable stock exchange.  For the purposes
     of this Agreement, non-public and confidential informa-
     tion shall include, without limitation, customer lists,
     marketing plans and strategies, market studies and data,
     pricing policies and lists, manufacturing methods, speci-
     fications, processes and procedures, sources of supply,
     designs, the terms of contracts or agreements, know-how,
     trade secrets or any other information or data which is
     not public and of a confidential nature, Related to the
     Business.
               (c)  The Seller agrees that it will not, for a
     period of two years following the Closing Date, directly
     solicit the employment of any person who is at the time
     employed by the Business without the Purchaser's prior
     written consent.
               4.14  Title Commitment and Survey.  The Pur-
     chaser has ordered (at the cost and expense of the Pur-
     chaser) title commitments (as amended from time to time,
     the "Title Commitments") for each Owned Real Property
     located in the United States issued by Chicago Title
     Insurance Company (the "Title Company").  The Purchaser
     and the Seller shall mutually cooperate to obtain (at the
     sole cost and expense of the Purchaser) (i) updates of
     each Title Commitment from time to time prior to the
     Closing Date, and (ii) a survey or an updated survey de-
     picting each Owned Real Property located in the United
     States, with an ALTA/ASCM certification or its equivalent
     to Purchaser and the Title Company and otherwise in form
     reasonably satisfactory to the Purchaser and its counsel
     and the Title Company, prepared by a surveyor reasonably
     acceptable to the Purchaser licensed to practice in the
     state where such property is located (the "Survey").  If
     a Title Commitment or update shall reveal one or more
     defects to title not included as Permitted Encumbrances
     (the "Unpermitted Encumbrances"), Purchaser shall prompt-
     ly notify Seller of such Unpermitted Encumbrances and
     Seller shall (a) cure such Unpermitted Encumbrances which
     can be cured with the payment of money only ("Monetary
     Defects"); provided that the Seller shall not be obligat-
     ed to spend in excess of $5,000,000 in the aggregate (the
     "Monetary Defects Cure Cap") to cure such Monetary De-
     fects, except that the foregoing dollar limit shall not
     apply to Monetary Defects which were voluntarily placed
     upon the Owned Real Property by the Seller; and (b) shall
     use reasonable efforts to cure the Unpermitted Encum-
     brances which cannot be cured with the payment of money
     only ("Non-Monetary Defects") prior to Closing.  If,
     prior to the Closing, Seller is unable to cure the Non-
     Monetary Defects or is unable or unwilling to cure such
     Monetary Defects in excess of the Monetary Defects Cure
     Cap (the "Extraordinary Monetary Defects"), Purchaser
     shall have the option to either (i) consummate the trans-
     action contemplated by this Agreement, except that Pur-
     chaser shall not be obligated to acquire the particular
     Owned Real Property affected by the Non-Monetary Defects
     and there shall be an adjustment to the Purchase Price
     equal to the value of that particular Owned Real Property
     as allocated by the parties, or (ii) consummate the
     transaction contemplated by this Agreement, including,
     without limitation, the acquisition of the particular
     Owned Real Property affected by the Non-Monetary Defects
     and/or the Extraordinary Monetary Defects with no adjust-
     ment to the Purchase Price, and such Non-Monetary Defects
     and/or such Extraordinary Monetary Defects shall be
     deemed to be Permitted Encumbrances.
               4.15  Releases of Guarantees.  The Purchaser
     agrees that it will either (i) cause the Seller to be re-
     leased as of the Closing Date from the guarantees listed
     on Schedule 4.15 hereto or (ii) indemnify the Seller with
     respect to any such guarantee from which the Seller is
     not released as of the Closing Date.
               4.16  Further Assurances.  At any time or from
     time to time after the Closing, either party shall, at
     the request of the other party, execute and deliver any
     further instruments and documents and take such further
     action as such party may reasonably request, in order to
     consummate and make effective the transactions contem-
     plated by this Agreement.
               4.17  Environmental Work.  Notwithstanding
     Section 6.4, Seller agrees that it will commence promptly
     after execution of this Agreement, and diligently pursue
     beyond the Closing Date, if necessary, at its own ex-
     pense, the environmental work with respect to the Real
     Property listed on Schedule 4.17 unless Seller determines
     on or prior to the Closing Date in its sole discretion
     that the cost of the remediation required as a result of
     the results of the samplings and soil borings referred to
     on the Schedule is material, in which case its sole
     option shall be to terminate this Agreement.

                             ARTICLE V
                       Conditions to Closing
               5.1  Conditions to Each Party's Obligation to
     Close.  The respective obligations of the Seller and the
     Purchaser to consummate the Purchase shall be subject to
     the satisfaction, at or prior to Closing, of each of the
     following conditions:
               (a)  The applicable waiting periods under the
     HSR Act and the GWB Act shall have expired, all authori-
     zations, approvals, consents and waivers required to be
     obtained from, and notices and filings required to be
     given to or made with, any government or governmental
     agency in connection with the Purchase shall have been
     obtained, given or made, the Committee on Foreign Invest-
     ment in the United States ("CFIUS") shall have determined
     not to investigate the transactions contemplated hereby
     under the Exon-Florio Amendment or it otherwise shall
     have provided assurances sufficient to satisfy the Pur-
     chaser, in its reasonable judgment, that the transactions
     contemplated hereby will not be so investigated under the
     Exon-Florio Amendment and the GWB Act.
               (b)  All third party authorizations, approvals,
     consents, waivers and notices required in connection with
     the Purchase shall have been obtained, given or made
     except for such authorizations, approvals, consents,
     waivers and notices which, in the aggregate, will not
     have any significant adverse affect on the Business.
               (c)  No court or other governmental body or
     public authority of competent jurisdiction shall have
     issued an order which shall then be effective restraining
     or prohibiting the consummation of the Purchase.
               (d)  No action, suit, proceeding or investiga-
     tion by or before any court, administrative agency or
     other governmental authority shall have been instituted
     (i) to restrain, prohibit or invalidate the transactions
     contemplated hereby, (ii) which seeks material or sub-
     stantial damages by reason of completion of such transac-
     tion, or (iii) which will materially affect the right of
     the Purchaser to own, operate or control, after the
     Closing Date, the Business or any of the Purchased As-
     sets.
               (e)     Affiliates of each of the Seller and the
     Purchaser shall have executed and delivered agreements
     containing mutually satisfactory terms and conditions
     (not inconsistent with the terms hereof) with respect to
     the sale of the capital stock of each of the Stock Sub-
     sidiaries, the sale of the Purchased Assets owned or held
     by the Asset Subsidiaries and the sale of the Joint Ven-
     tures to the appropriate affiliates of the Purchaser
     (including the payment of the portion of the Purchase
     Price allocable to the capital stock of the Stock Subsid-
     iaries, Purchased Assets or Joint Venture by such Affil-
     iate of the Purchaser).  Without limiting the foregoing,
     the agreement governing the sale of the capital stock of
     Metco GmbH, (the "Metco GmbH Purchase Agreement") shall
     be independent of and separate from this Agreement; and
     the purchase price for the capital stock of Metco GmbH
     shall be separately stated in the Metco GmbH Agreement
     (the "Metco GmbH Purchase Price"); provided, however, the
     Purchase Price for the Purchased Assets provided for in
     this Agreement shall include the Metco GmbH Purchase
     Price and payment of the Purchase Price hereunder shall
     constitute payment of the Metco GmbH Purchase Price.
               5.2  Conditions to Obligation of the Purchaser
     to Close.  The obligation of the Purchaser to consummate
     the Purchase shall be subject to the satisfaction, at or
     prior to Closing, of each of the following conditions:
               (a)  The representations and warranties of the
     Seller contained in this Agreement shall be true and cor-
     rect in all material respects on and as of the Closing
     Date as though restated and made at the Closing, except
     for changes specifically contemplated by this Agreement,
     and the Seller shall have delivered to the Purchaser a
     certificate to the foregoing effect, signed on behalf of
     the Seller by a duly authorized officer of the Seller and
     dated as of the Closing Date.
               (b)  The Seller shall have duly performed or
     complied in all material respects with all of the obliga-
     tions to be performed or complied with by it under the
     terms of this Agreement on or prior to the Closing Date,
     and the Seller shall have delivered to the Purchaser a
     certificate to the foregoing effect, signed on behalf of
     the Seller by a duly authorized officer of the Seller and
     dated as of the Closing Date.
               (c)  The Purchaser shall have obtained the ALTA
     Owner's Policies of Title Insurance (1990) contemplated
     by Section 4.14 insuring title to the Owned Real Property
     without exceptions other than Permitted Encumbrances.
               5.3  Conditions to Obligation of the Seller to
     Close.  The obligation of the Seller to consummate the
     Purchase shall be subject to the satisfaction, at or
     prior to Closing, of each of the following conditions:
               (a)  The representations and warranties of the
     Purchaser contained in this Agreement shall be true and
     correct in all material respects on and as of the Closing
     Date as though restated and made at the Closing, except
     for changes specifically contemplated by this Agreement,
     and the Purchaser shall have delivered to the Seller a
     certificate to the foregoing effect, signed on behalf of
     the Purchaser by a duly authorized officer of the Pur-
     chaser and dated as of the Closing Date.
               (b)  The Purchaser shall have duly performed or
     complied in all material respects with all of the obliga-
     tions to be performed or complied with by it under the
     terms of this Agreement on or prior to the Closing Date,
     and the Purchaser shall have delivered to the Seller a
     certificate to the foregoing effect, signed on behalf of
     the Purchaser by a duly authorized officer of the Pur-
     chaser and dated as of the Closing Date.
               (c)  The Seller shall have conducted the sam-
     pling and soil borings required pursuant to Schedule 4.17
     hereof, and shall have determined, in its sole discre-
     tion, that based on the nature and extent of contamina-
     tion detected, the cost of such remediation is not mate-
     rial.

                             ARTICLE VI
                             Indemnity
               6.1  Survival of Representations.  Each repre-
     sentation and warranty of the Purchaser and the Seller
     made pursuant to this Agreement shall survive for a
     period of eighteen months following the Closing Date re-
     gardless of any investigation made at any time by or on
     behalf of either party, and thereafter neither party may
     make any claim for any breach of such representations and
     warranties.  Notwithstanding the foregoing, the represen-
     tations and warranties set forth in Sections 3.1(a),
     3.1(b), 3.1(q), 3.2(a) and 3.2(b) shall survive in perpe-
     tuity and the representations and warranties set forth in
     Section 3.1(y) shall survive until the expiration of the
     statute of limitations with respect to the matters set
     forth therein.  All statements contained in this Agree-
     ment or in any schedule, certificate, list or other
     writing or document delivered or provided pursuant to
     this Agreement shall constitute representations and
     warranties as such term is used in this Agreement.  For
     purposes of indemnification claims pursuant to this
     Article VI, every representation and warranty made by
     either party shall be subject to every schedule, qualifi-
     cation and disclosure, and every amendment and supplement
     thereof, made with respect to such representation and
     warranty at any time on or prior to the Closing Date.
               6.2  Indemnity by the Seller.  Upon the terms
     and subject to the conditions of this Article VI, the
     Seller shall indemnify, defend and hold harmless the Pur-
     chaser and its affiliates and their respective directors,
     officers and employees (collectively, the "Indemnified
     Purchaser Group") from and against all demands, claims,
     actions or causes of action, assessments, losses, damag-
     es, liabilities, amounts paid in settlement, costs and
     expenses, including, without limitation, interest, penal-
     ties and attorneys', consultants and expert witness fees,
     disbursements and expenses (collectively, "Losses"),
     asserted against, resulting to, or imposed upon or in-
     curred by any member of the Indemnified Purchaser Group
     directly or indirectly by reason of or resulting from:
               (i)  the untruth, inaccuracy, breach or nonful-
     fillment of any representation or warranty of the Seller
     contained in this Agreement;
               (ii)  the breach or nonperformance by the Sell-
     er of any covenant, commitment, undertaking or agreement
     contained in this Agreement or in any agreement or in-
     strument delivered pursuant to this Agreement;
               (iii)  any Excluded Liability; provided that
     with respect to any Losses relating to any individual
     liability a portion of which is an Excluded Liability and
     the balance of which is an Assumed Liability (because the
     underlying liability is a Product Liability), the Seller
     shall be responsible for only that percentage of all
     Losses relating to such liability equal to the ratio of
     the amount of the Excluded Liability to the sum of the
     amounts of the Excluded Liability and the Assumed Liabil-
     ity, and the Purchaser shall be responsible for the
     balance of such Losses; and
               (iv)  any Unknown Liability; provided that the
     Seller shall be responsible for only
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     of the total
     amount of all Losses relating to any individual Unknown
     Liability and the Purchaser shall be responsible for the
     remaining
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     of such Losses and provided, further that
     the indemnity set forth in this clause (iv) shall termi-
     nate on the sixth anniversary of the Closing Date.
               6.3  Indemnity by the Purchaser.  Upon the
     terms and subject to the conditions of this Article VI,
     the Purchaser shall indemnify, defend and hold harmless
     the Seller and its affiliates and their respective direc-
     tors, officers and employees (collectively, the "Indemni-
     fied Seller Group") from and against all Losses asserted
     against, resulting to, or imposed upon or incurred by any
     member of the Indemnified Seller Group directly or indi-
     rectly by reason of or resulting from:
               (i)  the untruth, inaccuracy, breach or nonful-
     fillment of any representation or warranty of the Pur-
     chaser contained in this Agreement;
               (ii)  the breach or nonperformance by the Pur-
     chaser of any covenant, commitment, undertaking or agree-
     ment contained in this Agreement or in any agreement or
     instrument delivered pursuant to this Agreement;
               (iii)  any Assumed Liability; provided that:
     (i) until the sixth anniversary of the Closing Date, the
     Purchaser shall be responsible for only
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     of the total amount of all Losses related to any individual Unknown
     Liability, and the Seller shall be responsible for the remaining
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     of such Losses; thereafter, the Purchaser
     shall be responsible for 100% of such Losses; and (ii)
     with respect to any Losses relating to any individual
     liability a portion of which is an Assumed Liability and
     the balance of which is an Excluded Liability (because
     the underlying liability is a Product Liability), the
     Purchaser shall be responsible for only that percentage
     of all Losses relating to such liability equal to the
     ratio of the amount of the Assumed Liability to the sum
     of the amounts of the Assumed Liability and the Excluded
     Liability, and the Seller shall be responsible for the
     balance of such Losses;
               (iv)  any liability arising out of the opera-
     tion of the Business by the Purchaser after the Closing
     or the use of the Purchased Assets by the Purchaser after
     the Closing, provided that the indemnity set forth in
     this clause (iv) shall not apply to Excluded Liabilities,
     Environmental Liabilities, Product Liabilities or Unknown
     Liabilities; and
               (v)  any liability arising with respect to the
     Purchaser's use of the "Perkin-Elmer" name pursuant to
     Section 4.9 hereof.
               6.4  Environmental Indemnification.  In addi-
     tion to the parties' other obligations under this Article
     VI and subject to the provisions set forth below, the
     Seller and Purchaser agree to indemnify, defend and hold
     harmless each other from and against all Losses which may
     at any time during a period of fifteen years after the
     Closing Date be imposed upon, incurred by, or asserted or
     awarded against, the other based upon, arising out of or
     otherwise in respect of any Excluded Environmental Lia-
     bilities (in the case of the Seller as indemnitor) and
     any Assumed Environmental Liabilities (in the case of the
     Purchaser as indemnitor).  For purposes of Section 6.4,
     Losses shall include, without limitation, the costs of
     any Remedial Action but shall exclude any costs incurred
     by Seller pursuant to the provisions of Section 4.17.
     The parties' obligations under this Section 6.4 shall
     expire on the fifteenth anniversary of the Closing Date
     and thereafter, all such Losses as described in this
     Section 6.4 shall be the sole obligation of the Purchas-
     er.  In the event of a conflict between this Section 6.4
     and any of the other Sections of Article VI, this Section
     6.4 shall control.
               6.5  Procedures Relating to Environmental
     Indemnification.  In addition to the parties' other
     obligations under this Article VI, the following provi-
     sions shall apply and in the event of a conflict or
     ambiguity between this Section 6.5 and other Sections of
     Article VI, this Section 6.5 shall control.
               (a)  The Seller and Purchaser agree, so long as
     they each comply with their obligations to indemnify
     pursuant to Section 6.4, to reasonably cooperate with
     each other in managing and controlling all actions, in-
     cluding, without limitation, the defense of Environmental
     Claims and the conduct of Remedial Actions, undertaken in
     connection with their obligations to indemnify pursuant
     to Section 6.4.  In the event of an asserted Environmen-
     tal Claim, Seller and Purchaser shall provide their own
     defense each at their own cost and expense unless other-
     wise agreed by the parties.
               (b)  With respect to each condition requiring
     Remedial Action pursuant to Section 6.4, the Purchaser
     and Seller shall cooperate to undertake such Remedial
     Action as is reasonably necessary to achieve compliance
     with applicable Environmental Laws in effect on the
     Closing Date, including but not limited to, retaining an
     environmental professional that is acceptable to both
     Purchaser and Seller.  Purchaser and Seller's obligations
     under this Section 6.5 shall expire upon the receipt of
     either (i) a written statement by a governmental body
     with jurisdiction over the condition to the effect that
     compliance with such applicable Environmental Laws has
     been achieved or no further action is required under such
     applicable Environmental Laws or (ii) a written statement
     of an environmental professional mutually acceptable to
     the Purchaser and the Seller to the same effect.  In the
     event applicable Environmental Laws are amended or re-
     vised after the Closing Date, the Seller's obligations
     hereunder shall be limited to performance of Remedial
     Action only to the extent necessary to comply with appli-
     cable Environmental laws as in effect on the Closing Date
     and, in such case, the Seller shall deliver to the Pur-
     chaser a written opinion, addressed to the Purchaser, of
     an environmental professional that such compliance has
     been achieved or that no further action is required to
     comply with applicable Environmental Laws as in effect on
     the Closing Date.
               (c)  To the extent that the Purchaser or any
     affiliate is the occupant of the Real Property, the Pur-
     chaser will cooperate and will cause such affiliate to
     cooperate and, during normal business hours or at such
     other times as may be reasonably acceptable to the Pur-
     chaser, permit access to any entry upon the Real Property
     by the Seller as reasonably necessary to conduct any
     action in satisfaction of the Seller's obligations to
     indemnify pursuant to Section 6.5.
               (d)  The Purchaser and Seller shall promptly
     provide to each other copies of all scopes of work, final
     reports, correspondence with any governmental body and
     sampling data related to, or which result from, any
     Remedial Action at the Real Property and the Seller and
     Purchaser, as the case may be, shall each be given a
     reasonable opportunity to provide to the other written
     comments to such documents.
               (e)  As between the Purchaser and the Seller,
     the party providing indemnification pursuant to this
     Section 6.4 shall have no obligation to do so to the
     extent a written notice of claim has not been received on
     or before the fifteenth anniversary of the Closing Date.
               6.6  Indemnification Procedure.  The obliga-
     tions and liabilities of the Seller and the Purchaser, as
     the case may be, pursuant to Sections 6.2, 6.3, 6.4 and
     6.5, respectively (the indemnifying party being herein
     referred to as the "Indemnifying Party" and the indemni-
     fied group being referred to as the "Indemnified Group"),
     with respect to claims by third parties resulting in
     Losses that are subject to the indemnities in Sections
     6.2, 6.3, 6.4, and 6.5 (individually, a "Third Party
     Claim" and collectively, "Third Party Claims") shall be
     subject to the following terms and procedures:
               (i) The member of the Indemnified Group to whom
     such Third Party Claim relates will give the Indemnifying
     Party prompt notice of such Third Party Claim, and the
     Indemnifying Party will assume the defense thereof by
     representatives chosen by it; provided that the Indemni-
     fied Group or the member thereof against which such Third
     Party Claim has been asserted shall be entitled to par-
     ticipate in the defense of such Third Party Claim and to
     employ counsel at its own expense to assist in the han-
     dling of such Third Party Claim.
               (ii) If the Indemnifying Party, within a rea-
     sonable time after notice of any such Third Party Claim,
     fails or elects not to assume the defense thereof, the
     Indemnified Group or the member thereof against which
     such Third Party Claim has been asserted shall have the
     right to undertake the defense, compromise or settlement
     of such Third Party Claim on behalf of and for the ac-
     count and at the risk of the Indemnifying Party, subject
     to the right of the Indemnifying Party to assume the
     defense of such Third Party Claim at any time prior to
     the settlement, compromise or final determination there-
     of.  Neither the Indemnifying Party nor the Indemnified
     Group shall settle or compromise any Third Party Claim
     without the prior consent of the other (which consent
     will not be unreasonably withheld).
               (iii) For all purposes of this Section 6.6, in
     the case of any Third Party Claim asserting or alleging
     an Unknown Liability or a Product Liability (other than a
     Known Product Liability), the Purchaser shall be deemed
     the Indemnifying Party and the Seller group shall be
     deemed the Indemnified Group, whether such Third Party
     Claim is asserted against the Purchaser or the Seller but
     subject, however to the rights of any insurance carrier
     under the Seller's insurance policies.  In such cases the
     party against whom the Third Party Claim is asserted
     shall notify the other, and the Purchaser shall assume
     the defense thereof by representatives chosen by it.  All
     Losses resulting from any such Third Party Claim shall be
     borne equally by the Purchaser and the Seller in the same
     proportion as their respective responsibilities for the
     liability giving rise to the Third Party Claim bear to
     one another notwithstanding whichever of them assumes the
     defense thereof.  The party which assumes the defense of
     any such Third Party Claim shall be entitled to be reim-
     bursed on a regular, periodic basis by the other party
     for the applicable percentage of the Losses incurred in
     connection with the defense of such Third Party Claim, as
     such Losses are incurred.
               6.7  Limitations on Indemnification. Neither
     party hereto shall have any liability to the other in
     respect of any claim for indemnification of Losses pursu-
     ant to this Article VI for the breach of any representa-
     tion or warranty contained herein until (and then only to
     the extent that) the Losses incurred by such Indemnified
     Group as a result of all such breaches of representations
     and warranties exceed an aggregate total of
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission]
     and shall have no further obligation in respect of such
     Losses at such time as it shall have made aggregate
     payments equal to the amount of
     [material at this point has been
     omitted pursuant to a request for confidential treatment under
     the Freedom of Information Act and has been filed separately with
     the Securities and Exchange Commission] million.
               6.8  Indemnity Not Exclusive Remedy.  Nothing
     contained in this Agreement shall prevent any party
     hereto from seeking and obtaining specific performance by
     the other party hereto of any of its obligations under
     this Agreement or from seeking and obtaining injunctive
     or other equitable relief against the other party's
     activities in breach of this Agreement or any other forms
     of relief or other remedies which may be available to it,
     either at law or in equity; provided, however, in the
     absence of actual or constructive fraud the exclusive
     remedy for breaches of representations and warranties set
     forth in this Agreement is indemnification provided for
     in Article VI.

                            ARTICLE VII
                            Termination
               7.1  Termination.  Notwithstanding anything in
     this Agreement to the contrary, this Agreement may be
     terminated only (a) by the mutual written consent of the
     parties to this Agreement, (b) by the Purchaser or the
     Seller if, for any reason (other than breach of this
     Agreement by the terminating party), the Closing has not
     occurred (or cannot occur) on or prior to August 31,
     1994, (c) by the Seller pursuant to Section 4.17 hereof,
     or (d) by either party, on written notice to the other
     party, upon material breach of any covenant, representa-
     tion or warranty contained in this Agreement by the non-
     terminating party which has rendered the satisfaction of
     any condition to the obligations of the breaching party
     impossible and such violation or breach has not been
     waived by the terminating party; provided that the non-
     terminating party is first given notice of such breach
     and fails to remedy, or commit to remedying, such breach
     within ten (10) days after receipt of such notice.
               7.2  Effect of Termination.  If this Agreement
     is terminated pursuant to Section 7.1, this Agreement,
     other than with respect to the Purchaser's obligations
     under Section 4.4 and the Purchaser's and the Seller's
     obligations under Sections 4.8 and 8.1 hereof, shall
     thereafter have no effect, except that termination of
     this Agreement will not relieve either party of any
     liability for breach of any agreements hereunder occur-
     ring prior to such termination, provided that no supple-
     ment or amendment to any of the Schedules delivered by
     the Seller pursuant to Section 4.12 shall furnish a basis
     for liability of the Seller in the event that this Agree-
     ment is terminated.

                            ARTICLE VIII
                           Miscellaneous
               8.1  Expenses.  Except as otherwise specifical-
     ly provided herein, each party hereto shall bear its own
     expenses incurred in connection with the preparation and
     execution of this Agreement and the consummation of the
     Purchase.
               8.2  Public Communications.  Except as may be
     required by applicable law or the rules of any applicable
     stock exchange, neither the Seller nor the Purchaser nor
     any of their respective affiliates shall issue any press
     release or other public communications relating to this
     Agreement or the Purchase without the prior written con-
     sent of the other party hereto.  In the event that any
     such press release or other public communication shall be
     required, the party required to issue such release or
     communication shall consult in good faith with the other
     party hereto with respect to the form and substance of
     such release or communication prior to the public dissem-
     ination thereof.
               8.3  Notices.  All notices, requests, demands
     and other communications required or permitted hereunder
     shall be in writing and shall be delivered personally or
     sent by telecopier or by a nationally recognized over-
     night courier, postage prepaid, and shall be deemed to
     have been duly given when so delivered personally or sent
     by telecopier, with receipt confirmed, or one (1) busi-
     ness day after the date of deposit with such nationally
     recognized overnight courier. All such notices, requests,
     demands and other communications shall be addressed to
     the respective parties at the addresses set forth below,
     or to such other address or person as any party may
     designate by notice to the other party in accordance
     herewith:
               If to the Seller:   The Perkin-Elmer Corporation
                                   761 Main Avenue
                                   Norwalk, CT 06859-0313
                                   Attn.:  Corporate Secretary
                                   Telecopier No.: (203) 761-5000

               If to the Purchaser:  Sulzer Inc.
                                     200 Park Avenue
                                     New York, NY 10166-0068
                                     Attn:  Chief Financial
                                              Officer
                                     Telecopier No.: (212) 370-1138

               8.4  Amendments; Waivers.  This Agreement may
     not be changed orally and no waiver of compliance with any
     provision or condition hereof and no consent provided for
     herein shall be effective unless evidenced by an instru-
     ment in writing duly executed by the proper party.  Either
     party may at any time waive compliance by the other party
     with any covenant or condition contained in this Agreement
     only by written instrument executed by the party waiving
     such compliance.  No such waiver, however, shall be deemed
     to constitute the waiver of any such covenant or condition
     in any other circumstance or the waiver of any other
     covenant or condition.
               8.5  Section Headings.  The section and para-
     graph headings contained in this Agreement are for refer-
     ence purposes only and shall not in any way affect the
     meaning or interpretation of this Agreement.
               8.6  Counterparts.  This Agreement may be exe-
     cuted in one or more counterparts, each of which shall be
     deemed to be an original, but all of which together shall
     constitute one and the same instrument.
               8.7  Assignment.  Except as provided in the
     following sentence, this Agreement may not be assigned
     prior to the Closing, by operation of law or otherwise,
     and any attempt to do so shall be void.  The Purchaser may
     assign its rights under this Agreement in whole or in part
     to an affiliate or a wholly-owned subsidiary of the Pur-
     chaser; provided, however, that in such event, the Pur-
     chaser shall remain fully liable for the fulfillment of
     all of its obligations hereunder.  This Agreement shall be
     binding upon and inure to the benefit of successors and
     assigns of the parties hereto.  No assignment by any party
     of any obligations under this Agreement shall release the
     assignor from such obligations without the written consent
     of the other party hereto.
               8.8  Bulk Sales.  The parties hereto agree to
     waive compliance with any bulk sales laws adopted by each
     of the jurisdictions in which Purchased Assets are located
     to the extent, if any, that such laws are applicable to
     the Purchase.  The Seller shall indemnify and hold harm-
     less the Purchaser against any and all liabilities which
     may be asserted by third parties against the Purchaser as
     a result of noncompliance with any such bulk sales laws.
               8.9  Governing Law.  This Agreement shall be
     governed by, and construed and enforced in accordance
     with, the internal laws of the State of New York.
               8.10  Jurisdiction.  The Purchaser and the
     Seller hereby agree that any legal action or proceeding by
     either of them against the other arising out of or based
     upon this Agreement, the agreements, instruments and other
     documents delivered in connection herewith, or the trans-
     actions contemplated hereby or thereby, shall be brought
     in the courts of the State of New York or the United
     States of America sitting in the State of New York, and,
     by execution and delivery of this Agreement, the Purchaser
     and the Seller accept and consent, generally and uncondi-
     tionally, to the jurisdiction of such courts and agree
     that such jurisdiction shall be exclusive, unless waived
     by both the Purchaser and the Seller in writing.  The
     Purchaser and the Seller irrevocably consent to the ser-
     vice of process in any action or proceeding in such courts
     by any means legally permissible, including, without
     limitation, by the mailing of such process, postage pre-
     paid, to either of them at the addresses set forth in this
     Agreement, such service by mail to become effective upon
     the earlier of (a) receipt of said mailing or (b) any
     earlier date permitted by applicable law.  The Purchaser
     and the Seller hereby waive any right to stay or to dis-
     miss any action or proceeding brought before said courts
     on the basis of forum non conveniens.
               8.11  Miscellaneous.  This Agreement (a) con-
     stitutes the entire agreement and supersedes all prior
     agreements and understandings, both written and oral,
     among the parties with respect to the subject matter
     hereof; provided, however, that the Confidentiality Agree-
     ment shall remain in full force and effect except as
     provided in Section 4.8 hereof; and (b) is not intended to
     confer upon any other persons any rights or remedies
     hereunder, and (c) is intended solely and exclusively for
     the benefit of the Seller and the Purchaser, and their
     permitted successors and assigns, respectively, and not
     for the benefit of any third party.  In case any provision
     in this Agreement shall be held to be invalid, illegal or
     unenforceable, the validity, legality and enforceability
     of the remaining provisions shall not in any way be af-
     fected or impaired thereby.
               IN WITNESS WHEREOF, the parties hereto have
     caused this Agreement to be duly executed as of the date
     first written above.

                           THE PERKIN-ELMER CORPORATION


                           By   /s/ Riccardo Pigliucci
                             Name:  Riccardo Pigliucci
                             Title: President & C.O.O.


                           SULZER INC.


                           By   /s/ Philip T. Hauser
                             Name:  Philip T. Hauser
                             Title: Executive Vice President

                           By   /s/ Urs Scherrer
                                  Name:  Urs Scherrer
                                         Attorney-in-Fact
                                       EXHIBIT INDEX


                         1.2(A)    Inventory Valuation Provisions
                         1.2(B)    Excluded Assets
                         1.2(C)    Financial Statement
                         1.2(E)    Real Property
                         1.2(F)    Intellectual Property Rights
                         1.2(G)    Subsidiaries
                         1.2(H)    Assumed Contracts
                         3.1(c)    Assets
                         3.1(d)    Real Property
                         3.1(f)    Financial Statement
                         3.1(g)    Certain Changes
                         3.1(h)    Litigation
                         3.1(i)    Compliance with Laws
                         3.1(j)    Approvals and Consents
                         3.1(k)    Intellectual Property Exceptions
                         3.1(l)    Material Agreements
                         3.1(m)    Employee Benefit Plans
                         3.1(n)    Labor Matters
                         3.1(o)    Insurance
                         3.1(p)    Environmental Matters
                         3.1(v)    Bank Accounts
                         3.1(x)    Licenses and Permits
                         3.1(y)    Taxes
                         4.1       Capital Commitments
                         4.7(a)(1) Transferred Employees
                         4.7(a)(2) Sulzer Benefit Plans
                         4.15      Guarantees
                         4.17      Environmental Work



                         SULZER INC.
                       200 PARK AVENUE
                  NEW YORK, NY  10166-0068
                                        Tel.  (212) 949-0999
                                        Fax:  (212) 370-1138


                                   August 31, 1994




Mr. Gaynor Kelley
Chairman and CEO
The Perkin-Elmer Corporation
Norwalk, Connecticut

Dear Mr. Kelley,

     This will confirm our understanding with respect to the
closing of the sale of the Metco Division of The Perkin-
Elmer Corporation ("Perkin-Elmer") to Sulzer Inc.
("Sulzer").

     [Material at this point has been omitted pursuant to a
request for confidential treatment under the Freedom of
Information Act and has been filed separately with the
Securities and Exchange Commission] the purchase price
payable by Sulzer for the Metco Division to the net book
value of the assets of the Division at closing, plus
[material at this point has been omitted pursuant to a
request for confidential treatment under the Freedom of
Information Act and has been filed separately with the
Securities and Exchange Commission].  The net book value of
the assets will continue to be determined in accordance with
the terms set forth in the Purchase Agreement dated as of
April 18, 1994, as the same may be amended (the "Purchase
Agreement").  In addition, Perkin-Elmer will indemnify
Sulzer for certain losses incurred by Sulzer as a result of
compliance with the proposed consent order of the Federal
Trade Commission (the "FTC") in its present form (the
"Consent Order"), as provided hereunder.  Perkin-Elmer will
also use its best efforts to close the sale at the earliest
possible date.

     On the seventh anniversary of the closing of this
transaction Sulzer, at its option, may request to meet with
Perkin-Elmer to review with Perkin-Elmer Sulzer's
calculation of legitimate damages it believes it incurred
solely as a result of the entry in the market of the new
supplier contemplated by the FTC Consent Order.  Perkin-
Elmer will meet with Sulzer at that time, review the data
provided and reimburse Sulzer for legitimate damages that
Sulzer demonstrates were incurred by it solely as a result
of the entry in the market of the new supplier contemplated
by the FTC Consent Order; however, in no event shall the
reimbursement to Sulzer for damages in this connection
exceed $5 mio.

     In consideration of this agreement by Perkin-Elmer,
Sulzer will:

     1.  Immediately sign and deliver to the FTC the Consent
Order, together with the proposed affidavit of Sumitomo
Chemical Company Limited in its present form.  Subject to
the foregoing, Sulzer will also use its best efforts to take
all steps necessary with respect to the FTC to ensure prompt
and satisfactory closing of the transaction and to comply
with the terms of the Consent Order.

     2.  Use its best efforts to close the sale at the
earliest possible date, including using its best efforts to
resolve any outstanding issues (including employee issues)
related to the purchase and sale of assets or stock outside
of the United States.

     3.  Waive any and all conditions to closing based upon:
(a) any changes to the Schedules to the Purchase Agreement
from the date of the Purchase Agreement to the date of
closing which are not, in the aggregate, material to the
financial condition of the Metco Division; (b) the failure
to receive any required governmental or other approvals,
other than the final approval of the German Cartel Office
under German antitrust law and the FTC; or (c) any alleged
deterioration of the Metco business generally.

     4.  Make no further claims (a) from and after the date
of the Final Statement contemplated by the Purchase
Agreement and determined in accordance with Section 2.4(b)
thereof, based on accounting methods and financial issues
related to any item or matter included or reflected on or
the subject of the Final Statement, and (b) at any time
either before or after the closing, based on or related to
any alleged deterioration of the business of Metco, or
losses or reduced profits allegedly based upon the signing
or enforcement of the Consent Order (other than pursuant to
the indemnification referred to above).

     In furtherance of the foregoing, Perkin-Elmer and
Sulzer agree that the representations and warranties of
Perkin-Elmer set forth in Section 3.1(g)(i) shall not
survive the closing and the representations and warranties
of Perkin-Elmer set forth in Sections 3.1(t) and 3.1(u)
shall survive only until the determination of the Final
Statement in accordance with Section 2.4(b) of the Purchase
Agreement.  All other representations and warranties shall
survive for the applicable period set forth in Section 6.1
of the Purchase Agreement.

     The "drop dead" date set forth in Section 7.1(b) of the
Purchase Agreement is hereby extended from August 31, 1994
to September 30, 1994.

     This letter shall have no further effect and neither
Perkin-Elmer nor Sulzer shall have any further obligations
hereunder if the FTC shall fail to accept the Consent Order
and affidavit contemplated by paragraph 1 of this letter.
     If you are willing to proceed on the basis set forth
above, please sign and return one copy of this letter to us.

                              Very truly yours,

                              Sulzer Inc.


                               By:    /s/ Fritz Fahrni  /s/ Roman Beran
                                          Fritz Fahrni      Roman Beran


Accepted and Agreed to this 31st day of August, 1994

The Perkin-Elmer Corporation


By:       /s/ Gaynor N. Kelley



            RESTATED CERTIFICATE OF INCORPORATION

                             OF

                THE PERKIN-ELMER CORPORATION

      UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW



       We, the undersigned, Gaynor N. Kelley and William B.

Sawch, being the duly elected and acting Chairman of the

Board and Secretary, respectively, of The Perkin-Elmer

Corporation, do hereby certify that:

       1.  The name of the corporation is The Perkin-Elmer

Corporation (the "Corporation").

       2.  The Certificate of Incorporation of the

Corporation was filed by the Department of State on December

13, 1939.

       3.  The Certificate of Incorporation of the

Corporation, as heretofore amended and restated, is amended

to effect a change authorized by Section 801 of the Business

Corporation Law of the State of New York; namely, to amend

Article THIRD thereof to increase the total number of shares

of Common Stock, par value $1.00 per share, which the

Corporation is authorized to issue from sixty million

(60,000,000) to ninety million (90,000,000).

       4.  To effect the foregoing amendment and to

integrate such amendment into a Restated Certificate of

Incorporation of the Corporation, the text of the

Certificate of Incorporation of the Corporation is hereby

restated to read in its entirety as follows:

       FIRST:  The name of the corporation is THE PERKIN-

ELMER CORPORATION.

       SECOND:  The purposes for which the Corporation is

formed are:

       (a)  To design, invent, develop, manufacture,

produce, purchase, lease or otherwise acquire, use, exploit,

process, fabricate, rebuild, service, transport, sell,

market at wholesale or retail or otherwise dispose of,

import, export, lease, distribute, provide and deal in and

with, whether as principal or agent, or through franchised

dealers, distributors or otherwise, optical, electrical,

electro-optical, mechanical, electro-mechanical, electronic,

astronomical, astrological, astronavigational, general

purpose digital computer, data communications, electronic

processing, information handling, industrial or commercial

thermal, electric arc, plasma flame or other, spraying,

coating, scientific, analytical, precision, laboratory,

industrial, commercial, educational, process control and

instructional systems, instruments, products, apparatus,

equipment and devices, including components, peripherals,

interfaces, parts, accessories, supplies, machinery, tools,

equipment, wares, merchandise, materials, equipment and

goods, of every kind and description, in any way, in whole

or in part, related or incidental thereto.

       (b)  To undertake, conduct, assign, promote and

engage in research, exploration, laboratory design and

developmental work or studies for its own account, as a

consultant or otherwise, in connection with or related to

any of the businesses of the Corporation.

       (c)  To design, invent, develop, manufacture,

produce, purchase, lease or otherwise acquire, use, exploit,

process, fabricate, rebuild, service, transport, sell,

market at wholesale or retail or otherwise dispose of,

import, export, lease, distribute, provide and deal in and

with, whether as principal or agent, or through franchised

dealers, distributors, or otherwise, raw materials,

products, goods, wares, merchandise, materials and other

personal property, tangible or intangible, and rights,

interests or privileges therein of every kind and

description, wheresoever situated.

       (d)  To acquire by purchase, exchange, lease, devise

or otherwise, and to hold, own, operate, maintain, manage,

improve, develop, and exploit, and to sell, transfer,

convey, lease, mortgage, exchange or otherwise deal with or

dispose of, real property, improved and unimproved,

wheresoever situated, and any rights, interests or

privileges therein.

       (e)  To provide services of every kind and nature in

connection with or related or incidental to the businesses

of the Corporation.

       (f)  To acquire by purchase, exchange, or otherwise,

all or any part of, or any interest in, the properties,

assets, rights, business and goodwill of any person, firm,

association or corporation heretofore or hereafter engaged

in any business for which a corporation may now or hereafter

be organized under the Business Corporation Law of the State

of New York, or under any act amendatory thereof,

supplemental thereto or substituted therefor; to pay for the

same in cash, property or its own or other securities; to

hold, operate, lease, reorganize, liquidate, sell or in any

manner dispose of the whole or any part thereof; in

connection therewith to assume or guarantee performance of

any of the liabilities, obligations or contracts of such

persons, firms, associations or corporations; and after such

acquisition to operate the properties, assets and rights so

acquired and to conduct the whole or any part of the

business so acquired.

       (g)  To acquire by purchase, subscription or

otherwise, and to invest in, receive, hold, own, guarantee,

sell, assign, exchange, transfer, mortgage, pledge or

otherwise dispose of or deal in and with any of the shares

of the capital stock, or any voting trust certificates in

respect of the shares of capital stock, scrip, warrants,

rights, bonds, debentures, notes, trust receipts, and other

securities, obligations, choses in action and evidences of

indebtedness or interest issued or created by any

corporation, joint stock companies, partnerships, firms,

syndicates, associations, firms, trusts or persons, public

or private, or by the government of the United States of

America, or by any foreign government, or by any state,

territory, province, municipality or other political

subdivision or by any governmental agency, and as owner

thereof to possess and exercise all the rights, powers and

privileges of ownership, including the right to execute

consents and vote thereon, and to do any and all acts and

things necessary or advisable for the preservation,

protection, improvement and enhancement in value thereof.

       (h)  To such an extent as a corporation organized

under the laws of the State of New York may now or hereafter

lawfully do, to do, either as principal or agent and either

alone or in connection with other corporations, firms or

individuals, all and everything necessary, suitable,

convenient or proper for, or in connection with, or incident

to the accomplishment of any of the purposes or the

attainment of any one or more of the objects enumerated

herein, or in Section 202 of the Business Corporation Law of

New York (which shall be considered both as purposes and

powers), or designed directly or indirectly to promote the

interests of the Corporation or to enhance the value of its

properties; and in general carry on any business in

connection therewith and incident thereto not forbidden by

the laws of the State of New York and use all the powers

conferred upon corporations by the laws of the State of New

York.

       THIRD:  The total number of shares which may be

issued by the Corporation is ninety million (90,000,000)

shares of Common Stock, all of which shall have a par value

of one dollar ($1.00) per share, and one million (1,000,000)

shares of Preferred Stock, all of which shall have a par

value of one dollar ($1.00) per share.

       The Preferred Stock shall be issued in one or more

series.  The Board of Directors is hereby expressly

authorized to issue the shares of Preferred Stock in such

series, and to fix from time to time before issuance the

number of shares to be included in any series and the

designation, relative rights, preferences and limitations of

all shares of such series.  The authority of the Board of

Directors with respect to each series shall include without

limitation thereto, the determination of all of the

following, and the shares of each series may vary from the

shares of any other series in any or all of the following

respects:

       (1)  The number of shares constituting such series,

and the designation thereof to distinguish the shares of

such series from the shares of all other series;

       (2)  The annual dividend rate on the shares of such

series, whether such dividends are payable in installments

and whether such dividends shall be cumulative and, if

cumulative, the date from which such dividends shall

accumulate;

       (3)  The preference, if any, of the shares of such

series in the event of any voluntary or involuntary

liquidation or dissolution of the Corporation;

       (4)  The voting rights, if any, of the shares of such

series, in addition to the voting rights prescribed by law,

and the terms and conditions of exercise of any such voting

rights;

       (5)  The redemption price or prices, if any, of the

shares of such series and the terms and conditions of any

such redemption;

       (6)  The right, if any, of the shares of such series

to be converted into shares of any other series or class,

and the terms and conditions of any such conversion; and

       (7)  Any other relative rights, preferences and

limitations of the shares of such series.

       FOURTH:  No holder of any shares of stock of any

class of the Corporation shall as such holder have any

preemptive right to purchase any shares or securities of any

class which at any time may be sold or offered for sale by

the Corporation.

       FIFTH:  The office of the Corporation shall be

located in the Borough of Manhattan, City of New York,

County of New York, State of New York; and the Secretary of

State shall mail a copy of process in any action or

proceeding against the Corporation which may be served upon

him to CT Corporation System, 1633 Broadway, New York, New

York 10019.

       SIXTH:  The duration of the Corporation shall be

perpetual.

       SEVENTH:  The number of directors shall be not less

than three and not more than fifteen.  The directors need

not be stockholders.

       EIGHTH:  The Corporation may issue and sell its

authorized shares for such consideration (but not less than

the par value thereof) as from time to time may be fixed by

the Board of Directors.

       NINTH:  CT Corporation System, 1633 Broadway, New

York, New York 10019 is hereby designated as the registered

agent of the Corporation upon whom process in any action or

proceeding against it may be served.

       TENTH:  (a)  Notwithstanding any other provisions of

this Certificate of Incorporation or the By-laws of the

Corporation, no transaction between the Corporation and any

Controlling Person (as hereinafter defined) shall be valid

nor shall any such transaction be consummated unless (i)

such transaction is expressly approved by at least a vote of

the Disinterested Directors (as hereinafter defined) who at

the time constitute at least a majority of the entire Board

of Directors of the Corporation, or (ii) such transaction is

approved by the affirmative vote of not less than two-thirds

of the voting power of the shares of each class of the

Corporation's capital stock entitled to vote thereon held by

Disinterested Shareholders (as hereinafter defined), or

(iii) if such transaction would result in payment of cash or

other property to the shareholders of the Corporation, such

transaction is consummated and provides for the payment to

each of the shareholders other than such Controlling Person

upon the consummation thereof, in exchange for all the

shares of the Corporation's capital stock held by each of

such shareholders, consideration which, as to both amount

and kind, is equal to or greater than the highest per share

price actually paid by or for the account of such

Controlling Person for the same class of shares of capital

stock held by each of such shareholders during both the two-

year period prior to the time any such Controlling Person

became such and the two-year period prior to the

consummation of such transaction.

          (b)  For purposes of this Article TENTH:  (i) the

term "Controlling Person" means any individual, corporation,

partnership, trust, association or other organization or

entity (including any group formed for the purpose of

acquiring, voting or holding securities of the Corporation)

which either directly, or indirectly through one or more

intermediaries, owns, beneficially or of record, or controls

by agreement, voting trust or otherwise, at least 1% of the

voting power of any class of capital stock of the

Corporation, and such term also includes any corporation,

partnership, trust, association, or other organization or

entity in which one or more Controlling Persons have the

power, through the ownership of voting securities, by

contract, or otherwise, to influence significantly any of

the management, activities or policies of such corporation,

partnership, trust, association or other organization or

entity; (ii) the term "Disinterested Director" means a

director (excluding any director who is a Controlling

Person) who was either a member of the Board of Directors of

the Corporation prior to the time such Controlling Person

became a Controlling Person or who subsequently became a

director of the Corporation and whose election, or

nomination for election, was approved by the vote of at

least a majority of the Disinterested Directors of the

Corporation voting on such nomination or election; and (iii)

the term "Disinterested Shareholders" means those holders of

the Corporation's capital stock entitled to vote on the

transaction, none of which is a Controlling Person.

          (c)  The provisions of this Article TENTH shall

not be amended without the affirmative vote of not less than

two-thirds of the voting power of the shares of each class

of the capital stock of the Corporation entitled to vote

thereon; provided, however, that if, at the time of such

vote, there shall be one or more Controlling Persons, either

(i) such affirmative vote shall include the affirmative vote

in favor of such amendment of not less than two-thirds of

the voting power of the shares of each class of the

Corporation's capital stock entitled to vote thereon held by

Disinterested Shareholders, or (ii) such amendment shall

have been approved by at least a majority vote of

Disinterested Directors who at the time constitute at least

a majority of the entire Board of Directors of the

Corporation.

          (d)  The provisions of this Article TENTH shall be

in addition to any other provisions of the New York Business

Corporation Law or this Certificate of Incorporation or the

By-laws of the Corporation, each as amended from time to

time, applicable to the authorization and consummation by

the Corporation of any transaction or amendment contemplated

by this Article TENTH.

       ELEVENTH:  The Corporation is subject to the

following restrictions:

          a.  Except as otherwise provided in this Article

ELEVENTH, no purchase by the Corporation from any

Controlling Person (as hereinafter defined) of shares of any

stock of the Corporation owned by such Controlling Person

shall be made at a price exceeding the average price paid by

such Controlling Person for all shares of stock of the

Corporation acquired by such Controlling Person during the

two-year period preceding the date of such proposed purchase

unless such purchase is approved by the affirmative vote of

not less than a majority of the voting power of the shares

of stock of the Corporation entitled to vote held by

Disinterested Shareholders (as hereinafter defined).

          b.  The provisions of this Article ELEVENTH shall

not apply to (i) any offer to purchase made by the

Corporation which is made on the same terms and conditions

to the holders of all shares of stock of the Corporation,

(ii) any purchase by the Corporation of shares owned by a

Controlling Person occurring after the end of two years

following the date of the last acquisition by such

Controlling Person of stock of the Corporation, (iii) any

transaction which may be deemed to be a purchase by the

Corporation of shares of its stock which is made in

accordance with the terms of any stock option or other

employee benefit plan now or hereafter maintained by the

Corporation, or (iv) any purchase by the Corporation of

shares of its stock at prevailing market prices pursuant to

a stock repurchase program.

          c.  Notwithstanding any other provision to the

contrary, the provisions of this Article ELEVENTH shall not

be amended without the affirmative vote of not less than a

majority of the stock of the Corporation entitled to vote

thereon; provided, however, that if, at the time of the such

vote, there shall be one or more Controlling Persons, such

affirmative vote shall include the affirmative vote in favor

of such amendment of not less than a majority of the voting

power of the shares of stock of the Corporation entitled to

vote thereon held by Disinterested Shareholders.

          d.  For purposes of this Article ELEVENTH:  (i)

the term "Controlling Person" means any individual,

corporation, partnership, trust, association or other

organization or entity (including any group formed for the

purpose of acquiring, voting or holding securities of the

Corporation) which either directly, or indirectly through

one or more intermediaries, owns, beneficially or of record,

or controls by agreement, voting trust or otherwise, at

least 1% of the voting power of the stock of the

Corporation, and such term also includes any corporation,

partnership, trust, association or other organization or

entity in which one or more Controlling Persons have the

power, through the ownership of voting securities, by

contract, or otherwise, to influence significantly any of

the management, activities or policies of such corporation,

partnership, trust, association, other organization or

entity and (ii) the term "Disinterested Shareholders" means

those holders of the stock of the Corporation entitled to

vote on any matter, none of which is a Controlling Person.



       5.  The restatement of, and amendment to, the

Certificate of Incorporation of the Corporation were

authorized in accordance with Sections 807 and 803(a) of the

Business Corporation Law of the State of New York by

resolutions of the Board of Directors of the Corporation

duly adopted on July 15, 1993, and by votes cast, in person

or by proxy, by the holders of a majority of all outstanding

shares entitled to vote thereon at the Annual Meeting of

Shareholders of the Corporation held on October 21, 1993.







          IN WITNESS WHEREOF, we have executed this

Certificate this 21st day of October, 1993, and we affirm

the statements contained herein as true under penalties of

perjury.



                               /s/  Gaynor N. Kelley
                               Gaynor N. Kelley
                               Chairman of the Board


                               /s/  William B. Sawch
                               William B. Sawch
                               Secretary


                    CERTIFICATE OF MERGER

                             OF

                  APPLIED BIOSYSTEMS, INC.

                            INTO

                THE PERKIN-ELMER CORPORATION

      UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

      We,  the undersigned, Gaynor N. Kelley and William  B.

Sawch,  being  respectively the Chairman of  the  Board  and

Secretary of The Perkin-Elmer Corporation, pursuant  to  the

provisions of Section 905 of the Business Corporation Law of

the State of New York, do hereby certify as follows:

       1.    The  Perkin-Elmer  Corporation,  a  corporation

organized  under the laws of the State of New York ("Perkin-

Elmer"),  owns all of the issued and outstanding  shares  of

capital  stock  of Applied Biosystems, Inc.,  a  corporation

organized   under  the  laws  of  the  State  of  California

("Applied Biosystems").

      2.  The authorized capital stock of Applied Biosystems

consists of 1,000 shares of common stock, no par value,  all

of  which  are issued and outstanding and owned  by  Perkin-

Elmer.

      3.   (a)   The Certificate of Incorporation of Perkin-

Elmer  was  filed  by the New York Department  of  State  on

December 13, 1939.

          (b)   The Certificate of Incorporation of  Applied

Biosystems was filed by the Secretary of State of the  State

of California on September 18, 1980, and its application for

authority to do business in the State of New York was  filed

by the New York Department of State on September 13, 1983.

          (c)  The merger is permitted by the provisions  of

the  General Corporation Law of the State of California  and

is in compliance therewith.

       4.    The  surviving  corporation  owns  all  of  the

outstanding shares of capital stock of the corporation to be

merged.

      5.  This effective date of the merger shall be July 1,

1994.

     6.  The Plan of Merger was duly adopted by the Board of

Directors of Perkin-Elmer on June 16, 1994.

      IN WITNESS WHEREOF, this Certificate has been executed

this  17th  day  of June, 1994 and the statements  contained

therein are affirmed as true under penalties of perjury.



                              THE PERKIN-ELMER CORPORATION





                                   By: /s/ Gaynor N. Kelley
                                   Gaynor N. Kelley
                                   Chairman of the Board



                                   By: /s/ William B. Sawch
                                   William B. Sawch
                                   Secretary





                                          [CONFORMED COPY]








                             $100,000,000


                              THREE-YEAR
                            CREDIT AGREEMENT


                              dated as of


                             June 1, 1994


                                 among


                     THE PERKIN-ELMER CORPORATION


                        The Banks Listed Herein


                                  and


              Morgan Guaranty Trust Company of New York,
                               as Agent


                       TABLE OF CONTENTS


                                                          Page


                               ARTICLE I
                              DEFINITIONS


  SECTION 1.01  Definitions. . . . . . . . . . . . . . .    1
          1.02  Accounting Terms and Determinations. . .   13
          1.03  Types of Borrowings. . . . . . . . . . .   13


                              ARTICLE II
                              THE CREDITS


  SECTION 2.01  Commitments to Lend. . . . . . . . . . .   13
          2.02  Notice of Committed Borrowing. . . . . .   14
          2.03  Money Market Borrowings. . . . . . . . .   14
          2.04  Notice to Banks; Funding of Loans. . . .   18
          2.05  Notes. . . . . . . . . . . . . . . . . .   19
          2.06  Maturity of Loans. . . . . . . . . . . .   20
          2.07  Interest Rates . . . . . . . . . . . . .   20
          2.08  Fees . . . . . . . . . . . . . . . . . .   24
          2.09  Optional Termination or
                Reduction of Commitments . . . . . . . .   25
          2.10  Scheduled Termination
                of Commitments . . . . . . . . . . . . .   25
          2.11  Optional Prepayments . . . . . . . . . .   25
          2.12  General Provisions as to Payments. . . .   26
          2.13  Funding Losses . . . . . . . . . . . . .   27
          2.14  Computation of Interest and Fees . . . .   27


                              ARTICLE III
                              CONDITIONS


  SECTION 3.01  Effectiveness. . . . . . . . . . . . . .   27
          3.02  Borrowings . . . . . . . . . . . . . . .   28


                              ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES


  SECTION 4.01  Corporate Existence and Power. . . . . .   29
          4.02  Corporate and Governmental
                Authorization; No Contravention. . . . .   29
          4.03  Binding Effect . . . . . . . . . . . . .   30
          4.04  Financial Information. . . . . . . . . .   30
          4.05  Litigation.. . . . . . . . . . . . . . .   30
          4.06  Compliance with ERISA. . . . . . . . . .   31
          4.07  Environmental Matters. . . . . . . . . .   31
          4.08  Taxes. . . . . . . . . . . . . . . . . .   31
          4.09  Subsidiaries.. . . . . . . . . . . . . .   32
          4.10  Not an Investment Company. . . . . . . .   32
          4.11  Full Disclosure. . . . . . . . . . . . .   32


                               ARTICLE V
                               COVENANTS


  SECTION 5.01  Information. . . . . . . . . . . . . . .   32
          5.02  Payment of Obligations . . . . . . . . .   35
          5.03  Maintenance of Property; Insurance . . .   35
          5.04  Conduct of Business and
                Maintenance of Existence . . . . . . . .   35
          5.05  Compliance with Laws.. . . . . . . . . .   36
          5.06  Inspection of Property,
                Books and Records. . . . . . . . . . . .   36
          5.07  Minimum Consolidated
                Net Worth. . . . . . . . . . . . . . . .   36
          5.08  Negative Pledge. . . . . . . . . . . . .   36
          5.09  Consolidations, Mergers and
                Sales of Assets. . . . . . . . . . . . .   37
          5.10  Use of Proceeds. . . . . . . . . . . . .   37
          5.11  Interest Coverage. . . . . . . . . . . .   38


                              ARTICLE VI
                               DEFAULTS


  SECTION 6.01  Events of Default. . . . . . . . . . . .   38
          6.02  Notice of Default. . . . . . . . . . . .   40


                              ARTICLE VII
                               THE AGENT


  SECTION 7.01  Appointment and Authorization. . . . . .   41
          7.02  Agent and Affiliates.. . . . . . . . . .   41
          7.03  Action by Agent. . . . . . . . . . . . .   41
          7.04  Consultation with Experts. . . . . . . .   41
          7.05  Liability of Agent . . . . . . . . . . .   41
          7.06  Indemnification. . . . . . . . . . . . .   42
          7.07  Credit Decision. . . . . . . . . . . . .   42
          7.08  Successor Agent. . . . . . . . . . . . .   42
          7.09  Agent's Fee. . . . . . . . . . . . . . .   43


                             ARTICLE VIII
                        CHANGE IN CIRCUMSTANCES


  SECTION 8.01  Basis for Determining Interest
                Rate Inadequate or Unfair. . . . . . . .   43
          8.02  Illegality . . . . . . . . . . . . . . .   44
          8.03  Increased Cost and Reduced Return. . . .   44
          8.04  Taxes. . . . . . . . . . . . . . . . . .   46
          8.05  Base Rate Loans Substituted for
                Affected Fixed Rate Loans. . . . . . . .   48
          8.06  Substitution of Bank . . . . . . . . . .   48


                              ARTICLE IX
                             MISCELLANEOUS


  SECTION 9.01  Notices. . . . . . . . . . . . . . . . .   49
          9.02  No Waivers . . . . . . . . . . . . . . .   49
          9.03  Expenses; Indemnification. . . . . . . .   49
          9.04  Sharing of Set-Offs. . . . . . . . . . .   50
          9.05  Amendments and Waivers . . . . . . . . .   50
          9.06  Successors and Assigns . . . . . . . . .   51
          9.07  Collateral . . . . . . . . . . . . . . .   53
          9.08  Governing Law; Submission to Juris-
                 diction . . . . . . . . . . . . . . . .   53
          9.09  Counterparts; Integration. . . . . . . .   53
          9.10  WAIVER OF JURY TRIAL . . . . . . . . . .   53


  Pricing Schedule

  Exhibit A -   Note

  Exhibit B -   Form of Money Market Quote Request

  Exhibit C -   Form of Invitation for Money Market Quotes

  Exhibit D -   Form of Money Market Quote

  Exhibit E -   Opinion of Counsel for the Borrower

  Exhibit F -   Opinion of Davis Polk & Wardwell Special
                 Counsel for the Agent

  Exhibit G -   Assignment and Assumption Agreement



  THREE-YEAR  CREDIT AGREEMENT




            AGREEMENT dated as of June 1, 1994 among  THE
  PERKIN-ELMER CORPORATION, the BANKS listed on the signature
  pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
  as Agent.

            The parties hereto agree as follows:


                               ARTICLE I

                              DEFINITIONS


            SECTION 1.01.  Definitions.  The following terms,
  as used herein, have the following meanings:

            "Absolute Rate Auction" means a solicitation of
  Money Market Quotes setting forth Money Market Absolute
  Rates pursuant to Section 2.03.

            "Adjusted CD Rate" has the meaning set forth in
  Section 2.07(b).

            "Adjusted London Interbank Offered Rate" has the
  meaning set forth in Section 2.07(c).

            "Administrative Questionnaire" means, with respect
  to each Bank, an administrative questionnaire in the form
  prepared by the Agent and submitted to the Agent (with a
  copy to the Borrower) duly completed by such Bank.

            "Agent" means Morgan Guaranty Trust Company of New
  York in its capacity as agent for the Banks hereunder, and
  its successors in such capacity.

            "Applicable Lending Office" means, with respect to
  any Bank, (i) in the case of its Domestic Loans, its
  Domestic Lending Office, (ii) in the case of its Euro-Dollar
  Loans, its Euro-Dollar Lending Office and (iii) in the case
  of its Money Market Loans, its Money Market Lending Office.

            "Assessment Rate" has the meaning set forth in
  Section 2.07(b).

            "Assignee" has the meaning set forth in Section
  9.06(c).

            "Bank" means each bank listed on the signature
  pages hereof, each Assignee which becomes a Bank pursuant to
  Section 9.06(c), and their respective successors.

            "Base Rate" means, for any day, a rate per annum
  equal to the higher of (i) the Prime Rate for such day and
  (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for
  such day.

            "Base Rate Loan" means a Committed Loan to be made
  by a Bank as a Base Rate Loan in accordance with the
  applicable Notice of Committed Borrowing or pursuant to
  Article VIII.

            "Benefit Arrangement" means at any time an
  employee benefit plan within the meaning of Section 3(3) of
  ERISA which is not a Plan or a Multiemployer Plan and which
  is maintained or otherwise contributed to by any member of
  the ERISA Group.

            "Borrower" means The Perkin-Elmer Corporation, a
  New York corporation, and its successors.

            "Borrower's 1993 Form 10-K" means the Borrower's
  annual report on Form 10-K for the transition period from
  August 1, 1992 through June 30, 1993, as filed with the
  Securities and Exchange Commission pursuant to the
  Securities Exchange Act of 1934.

            "Borrower's Latest Form 10-Q" means the Borrower's
  quarterly report on Form 10-Q for the quarter ended March
  31, 1994 as filed with the Securities and Exchange
  Commission pursuant to the Securities Exchange Act of 1934.

            "Borrowing" has the meaning set forth in Section
  1.03.

            "CD Base Rate" has the meaning set forth in
  Section 2.07(b).

            "CD Loan" means a Committed Loan to be made by a
  Bank as a CD Loan in accordance with the applicable Notice
  of Committed Borrowing.

            "CD Margin" has the meaning set forth in Section
  2.07(b).

            "CD Reference Banks" means Citibank, N.A., Credit
  Suisse and Morgan Guaranty Trust Company of New York.

            "Commitment" means, with respect to each Bank, the
  amount set forth opposite the name of such Bank on the
  signature pages hereof, as such amount may be reduced from
  time to time pursuant to Sections 2.09 and 2.10.

            "Committed Loan" means a loan made by a Bank
  pursuant to Section 2.01.

            "Consolidated EBIT" means, for any period, the sum
  (without duplication) of (i) the net operating income of the
  Borrower for such period plus (ii) interest income of the
  Borrower for such period, determined in each case on a
  consolidated basis for the Borrower and its Consolidated
  Subsidiaries.

            "Consolidated Interest Expense" means, for any
  period, the Interest Expense of the Borrower and its
  Consolidated Subsidiaries determined on a consolidated basis
  for such period.

            "Consolidated Subsidiary" means at any date any
  Subsidiary or other entity the accounts of which would be
  consolidated with those of the Borrower in its consolidated
  financial statements if such statements were prepared as of
  such date.

            "Consolidated Net Worth" means at any date the
  consolidated stockholders' equity of the Borrower and its
  Consolidated Subsidiaries, determined as of such date.

            "Debt" of any Person means at any date, without
  duplication, (i) all obligations of such Person for borrowed
  money, (ii) all obligations of such Person evidenced by
  bonds, debentures, notes or other similar instruments, (iii)
  all obligations of such Person to pay the deferred purchase
  price of property or services, except trade accounts payable
  arising in the ordinary course of business, (iv) all
  obligations of such Person as lessee which are capitalized
  in accordance with generally accepted accounting principles,
  (v) all non-contingent obligations (and, for purposes of
  Section 5.08 and the definitions of Material Debt and
  Material Financial Obligations, all contingent obligations)
  of such Person to reimburse any bank or other Person in
  respect of amounts paid under a letter of credit or similar
  instrument, (vi) all Debt secured by a Lien on any asset of
  such Person, whether or not such Debt is otherwise an
  obligation of such Person, and (vii) all Debt of others
  Guaranteed by such Person.

            "Default" means any condition or event which
  constitutes an Event of Default or which with the giving of
  notice or lapse of time or both would, unless cured or
  waived, become an Event of Default.

            "Derivatives Obligations" of any Person means all
  obligations of such Person in respect of any rate swap
  transaction, basis swap, forward rate transaction, commodity
  swap, commodity option, equity or equity index swap, equity
  or equity index option, bond option, interest rate option,
  foreign exchange transaction, cap transaction, floor
  transaction, collar transaction, currency swap transaction,
  cross-currency rate swap transaction, currency option or any
  other similar transaction (including any option with respect
  to any of the foregoing transactions) or any combination of
  the foregoing transactions.

            "Domestic Business Day" means any day except a
  Saturday, Sunday or other day on which commercial banks in
  New York City are authorized by law to close.

            "Domestic Lending Office" means, as to each Bank,
  its office located at its address set forth in its
  Administrative Questionnaire (or identified in its
  Administrative Questionnaire as its Domestic Lending Office)
  or such other office as such Bank may hereafter designate as
  its Domestic Lending Office by notice to the Borrower and
  the Agent; provided that any Bank may so designate separate
  Domestic Lending Offices for its Base Rate Loans, on the one
  hand, and its CD Loans, on the other hand, in which case all
  references herein to the Domestic Lending Office of such
  Bank shall be deemed to refer to either or both of such
  offices, as the context may require.

            "Domestic Loans"  means CD Loans or Base Rate
  Loans or both.

            "Domestic Reserve Percentage" has the meaning set
  forth in Section 2.07(b).

            "Effective Date" means the date this Agreement
  becomes effective in accordance with Section 3.01.

            "Environmental Laws" means any and all federal,
  state, local and foreign statutes, laws, judicial decisions,
  regulations, ordinances, rules, judgments, orders, decrees,
  plans, injunctions, permits, concessions, grants,
  franchises, licenses, agreements and other governmental
  restrictions relating to the environment, the effect of the
  environment on human health or to emissions, discharges or
  releases of pollutants, contaminants, Hazardous Substances
  or wastes into the environment including, without
  limitation, ambient air, surface water, ground water, or
  land, or otherwise relating to the manufacture, processing,
  distribution, use, treatment, storage, disposal, transport
  or handling of pollutants, contaminants, Hazardous
  Substances or wastes or the clean-up or other remediation
  thereof.

            "ERISA" means the Employee Retirement Income
  Security Act of 1974, as amended, or any successor statute.

            "ERISA Group" means the Borrower, any Subsidiary
  and all members of a controlled group of corporations and
  all trades or businesses (whether or not incorporated) under
  common control which, together with the Borrower or any
  Subsidiary, are treated as a single employer under Section
  414 of the Internal Revenue Code.

            "Euro-Dollar Business Day" means any Domestic
  Business Day on which commercial banks are open for
  international business (including dealings in dollar
  deposits) in London.

            "Euro-Dollar Lending Office" means, as to
  each Bank, its office, branch or affiliate located at
  its address set forth in its Administrative Questionnaire
  (or identified in its Administrative Questionnaire as its
  Euro-Dollar Lending Office) or such other office, branch or
  affiliate of such Bank as it may hereafter designate as its
  Euro-Dollar Lending Office by notice to the Borrower and the
  Agent.

            "Euro-Dollar Loan" means a Committed Loan to be
  made by a Bank as a Euro-Dollar Loan in accordance with the
  applicable Notice of Committed Borrowing.

            "Euro-Dollar Margin" has the meaning set forth in
  Section 2.07(c).

            "Euro-Dollar Reference Banks" means the principal
  London offices of Citibank, N.A., Credit Suisse and Morgan
  Guaranty Trust Company of New York.

            "Euro-Dollar Reserve Percentage" has the meaning
  set forth in Section 2.07(c).

            "Event of Default" has the meaning set forth in
  Section 6.01.

            "Existing Credit Agreement" means the Credit
  Agreement dated as of June 7, 1991 among the Borrower, the
  lenders parties thereto and Bankers Trust Company, as agent,
  as amended to the Effective Date.

            "Federal Funds Rate" means, for any day, the rate
  per annum (rounded upward, if necessary, to the nearest
  1/100th of 1%) equal to the weighted average of the rates on
  overnight Federal funds transactions with members of the
  Federal Reserve System arranged by Federal funds brokers on
  such day, as published by the Federal Reserve Bank of New
  York on the Domestic Business Day next succeeding such day,
  provided that (i) if such day is not a Domestic Business
  Day, the Federal Funds Rate for such day shall be such rate
  on such transactions on the next preceding Domestic Business
  Day as so published on the next succeeding Domestic Business
  Day, and (ii) if no such rate is so published on such next
  succeeding Domestic Business Day, the Federal Funds Rate for
  such day shall be the average rate quoted to Morgan Guaranty
  Trust Company of New York on such day on such transactions
  as determined by the Agent.

            "Fixed Rate Loans" means CD Loans or Euro-Dollar
  Loans or Money Market Loans (excluding Money Market LIBOR
  Loans bearing interest at the Base Rate pursuant to Section
  8.01(a)) or any combination of the foregoing.

            "Guarantee" by any Person means any obligation,
  contingent or otherwise, of such Person directly or
  indirectly guaranteeing any Debt of any other Person and,
  without limiting the generality of the foregoing, any
  obligation, direct or indirect, contingent or otherwise, of
  such Person (i) to purchase or pay (or advance or supply
  funds for the purchase or payment of) such Debt (whether
  arising by virtue of partnership arrangements, by agreement
  to keep-well, to purchase assets, goods, securities or
  services, to take-or-pay, or to maintain financial statement
  conditions or otherwise) or (ii) entered into for the
  purpose of assuring in any other manner the holder of such
  Debt of the payment thereof or to protect such holder
  against loss in respect thereof (in whole or in part),
  provided that the term Guarantee shall not include
  endorsements for collection or deposit in the ordinary
  course of business.  The term "Guarantee" used as a verb has
  a corresponding meaning.

            "Hazardous Substances" means any toxic,
  radioactive, caustic or otherwise hazardous substance,
  including petroleum, its derivatives, by-products and other
  hydrocarbons, or any substance having any constituent
  elements displaying any of the foregoing characteristics.

            "Indemnitee" has the meaning set forth in Section
  9.03(b).

            "Interest Coverage Ratio" means, for any period,
  the ratio of Consolidated EBIT for such period to
  Consolidated Interest Expense for such period.

            "Interest Expense" means, with respect to any
  Person, for any period, the sum, for such Person and its
  Consolidated Subsidiaries determined on a consolidated basis
  (without duplication), of all interest on Debt and
  Derivatives Obligations (including, without limitation,
  imputed interest on capital lease obligations).

            "Interest Period" means:  (1) with respect to each
  Euro-Dollar Borrowing, the period commencing on the date of
  such Borrowing and ending one, two, three or six months
  thereafter, as the Borrower may elect in the applicable
  Notice of Borrowing; provided that:

            (a)  any Interest Period which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall,
         subject to clause (c) below, be extended to the next
         succeeding Euro-Dollar Business Day unless such
         Euro-Dollar Business Day falls in another calendar
         month, in which case such Interest Period shall end on
         the next preceding Euro-Dollar Business Day;

            (b)  any Interest Period which begins on the last
         Euro-Dollar Business Day of a calendar month (or on a
         day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest
         Period) shall, subject to clause (c) below, end on the
         last Euro-Dollar Business Day of a calendar month; and

            (c)  any Interest Period which would otherwise end
         after the Termination Date shall end on the Termination
         Date.

  (2)  with respect to each CD Borrowing, the period
  commencing on the date of such Borrowing and ending 30, 60,
  90 or 180 days thereafter, as the Borrower may elect in the
  applicable Notice of Borrowing; provided that:

            (a)  any Interest Period which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall,
         subject to clause (b) below, be extended to the next
         succeeding Euro-Dollar Business Day; and

            (b)  any Interest Period which would otherwise end
         after the Termination Date shall end on the Termination
         Date.

  (3)  with respect to each Base Rate Borrowing, the period
  commencing on the date of such Borrowing and ending 30 days
  thereafter; provided that:

            (a)  any Interest Period which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall,
         subject to clause (b) below, be extended to the next
         succeeding Euro-Dollar Business Day; and

            (b)  any Interest Period which would otherwise end
         after the Termination Date shall end on the Termination
         Date.

  (4)  with respect to each Money Market LIBOR Borrowing, the
  period commencing on the date of such Borrowing and ending
  such whole number of months thereafter as the Borrower may
  elect in accordance with Section 2.03; provided that:

            (a)  any Interest Period which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall,
         subject to clause (c) below, be extended to the next
         succeeding Euro-Dollar Business Day unless such
         Euro-Dollar Business Day falls in another calendar
         month, in which case such Interest Period shall end on
         the next preceding Euro-Dollar Business Day;

            (b)  any Interest Period which begins on the last
         Euro-Dollar Business Day of a calendar month (or on a
         day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest
         Period) shall, subject to clause (c) below, end on the
         last Euro-Dollar Business Day of a calendar month; and

            (c)  any Interest Period which would otherwise end
         after the Termination Date shall end on the Termination
         Date.

  (5)  with respect to each Money Market Absolute Rate
  Borrowing, the period commencing on the date of such
  Borrowing and ending such number of days thereafter (but not
  less than 14 days) as the Borrower may elect in accordance
  with Section 2.03; provided that:

            (a)  any Interest Period which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall,
         subject to clause (b) below, be extended to the next
         succeeding Euro-Dollar Business Day; and

            (b)  any Interest Period which would otherwise end
         after the Termination Date shall end on the Termination
         Date.

            "Internal Revenue Code" means the Internal Revenue
  Code of 1986, as amended, or any successor statute.

            "Leverage Ratio" means, at any date, the ratio of
  Total Borrowed Funds at such date to Total Capitalization at
  such date.

            "LIBOR Auction" means a solicitation of Money
  Market Quotes setting forth Money Market Margins based on
  the London Interbank Offered Rate pursuant to Section 2.03.

            "Lien" means, with respect to any asset, any
  mortgage, lien, pledge, charge, security interest or
  encumbrance of any kind, or any other type of preferential
  arrangement that has the practical effect of creating a
  security interest, in respect of such asset.  For the
  purposes of this Agreement, the Borrower or any Subsidiary
  shall be deemed to own subject to a Lien any asset which it
  has acquired or holds subject to the interest of a vendor or
  lessor under any conditional sale agreement, capital lease
  or other title retention agreement relating to such asset.

            "Loan" means a Domestic Loan or a Euro-Dollar Loan
  or a Money Market Loan and "Loans" means Domestic Loans or
  Euro-Dollar Loans or Money Market Loans or any combination
  of the foregoing.

            "London Interbank Offered Rate" has the meaning
  set forth in Section 2.07(c).

            "Material Debt" means Debt (other than the Notes)
  of the Borrower and/or one or more of its Subsidiaries,
  arising in one or more related or unrelated transactions, in
  an aggregate principal or face amount exceeding $15,000,000.

            "Material Financial Obligations" means (i)
  Material Debt or (ii) net payment obligations in respect of
  Derivatives Obligations of the Borrower and/or one or more
  of its Subsidiaries, arising in one or more related or
  unrelated transactions, in an aggregate amount exceeding
  $25,000,000.

            "Material Plan" means at any time a Plan or Plans
  having aggregate Unfunded Liabilities in excess of
  $5,000,000.

            "Money Market Absolute Rate" has the meaning set
  forth in Section 2.03(d).

            "Money Market Absolute Rate Loan" means a loan to
  be made by a Bank pursuant to an Absolute Rate Auction.

            "Money Market Lending Office" means, as to each
  Bank, its Domestic Lending Office or such other office,
  branch or affiliate of such Bank as it may hereafter
  designate as its Money Market Lending Office by notice to
  the Borrower and the Agent; provided that any Bank may from
  time to time by notice to the Borrower and the Agent
  designate separate Money Market Lending Offices for its
  Money Market LIBOR Loans, on the one hand, and its Money
  Market Absolute Rate Loans, on the other hand, in which case
  all references herein to the Money Market Lending Office of
  such Bank shall be deemed to refer to either or both of such
  offices, as the context may require.

            "Money Market LIBOR Loan" means a loan to be made
  by a Bank pursuant to a LIBOR Auction (including such a loan
  bearing interest at the Base Rate pursuant to Section
  8.01(a)).

            "Money Market Loan" means a Money Market LIBOR
  Loan or a Money Market Absolute Rate Loan.

            "Money Market Margin" has the meaning set forth in
  Section 2.03(d).

            "Money Market Quote" means an offer by a Bank to
  make a Money Market Loan in accordance with Section 2.03.

            "Multiemployer Plan" means at any time an employee
  pension benefit plan within the meaning of Section
  4001(a)(3) of ERISA to which any member of the ERISA Group
  is then making or accruing an obligation to make
  contributions or has within the preceding five plan years
  made contributions, including for these purposes any Person
  which ceased to be a member of the ERISA Group during such
  five year period.

            "Notes" means promissory notes of the Borrower,
  substantially in the form of Exhibit A hereto, evidencing
  the obligation of the Borrower to repay the Loans, and
  "Note" means any one of such promissory notes issued
  hereunder.

            "Notice of Borrowing" means a Notice of Committed
  Borrowing (as defined in Section 2.02) or a Notice of Money
  Market Borrowing (as defined in Section 2.03(f)).

            "Parent" means, with respect to any Bank, any
  Person controlling such Bank.

            "Participant" has the meaning set forth in Section
  9.06(b).

            "PBGC" means the Pension Benefit Guaranty
  Corporation or any entity succeeding to any or all of its
  functions under ERISA.

            "Person" means an individual, a corporation, a
  partnership, an association, a trust or any other entity or
  organization, including a government or political
  subdivision or an agency or instrumentality thereof.

            "Plan" means at any time an employee pension
  benefit plan (other than a Multiemployer Plan) which is
  covered by Title IV of ERISA or subject to the minimum
  funding standards under Section 412 of the Internal Revenue
  Code and either (i) is maintained, or contributed to, by any
  member of the ERISA Group for employees of any member of the
  ERISA Group or (ii) has at any time within the preceding
  five years been maintained, or contributed to, by any Person
  which was at such time a member of the ERISA Group for
  employees of any Person which was at such time a member of
  the ERISA Group.

            "Pricing Schedule" means the Schedule attached
  hereto identified as such.

            "Prime Rate" means the rate of interest publicly
  announced by Morgan Guaranty Trust Company of New York in
  New York City from time to time as its Prime Rate.

            "Reference Banks" means the CD Reference Banks or
  the Euro-Dollar Reference Banks, as the context may require,
  and "Reference Bank" means any one of such Reference Banks.

            "Refunding Borrowing" means a Committed Borrowing
  which, after application of the proceeds thereof, results in
  no net increase in the outstanding principal amount of
  Committed Loans made by any Bank.

            "Regulation U" means Regulation U of the Board of
  Governors of the Federal Reserve System, as in effect from
  time to time.

            "Required Banks" means at any time Banks having at
  least 66 2/3% of the aggregate amount of the Commitments or,
  if the Commitments shall have been terminated, holding Notes
  evidencing at least 66 2/3% of the aggregate unpaid
  principal amount of the Loans.

            "Revolving Credit Period" means the period from
  and including the Effective Date to but excluding the
  Termination Date.

            "Significant Subsidiary" has the meaning set forth
  in Regulation S-X promulgated by the Securities and Exchange
  Commission, as in effect on the date hereof.

            "Subsidiary" means, as to any Person, any
  corporation or other entity of which securities or other
  ownership interests having ordinary voting power to elect a
  majority of the board of directors or other persons
  performing similar functions are at the time directly or
  indirectly owned by such Person; unless otherwise specified,
  "Subsidiary" means a Subsidiary of the Borrower.

            "Termination Date" means May 30, 1997, or, if such
  day is not a Euro-Dollar Business Day, the next preceding
  Euro-Dollar Business Day.

            "Total Borrowed Funds" means, at any date, the
  aggregate amount which would appear under the captions
  "Loans Payable" and "Long-Term Debt" on a consolidated
  balance sheet of the Borrower and its Consolidated
  Subsidiaries prepared in accordance with generally accepted
  accounting principles as of such date.

            "Total Capitalization" means, at any date, the sum
  of Total Borrowed Funds at such date plus Consolidated Net
  Worth at such date.

            "Unfunded Liabilities" means, with respect to any
  Plan at any time, the amount (if any) by which (i) the value
  of all benefit liabilities under such Plan, determined on a
  plan termination basis using the assumptions prescribed by
  the PBGC for purposes of Section 4044 of ERISA, exceeds (ii)
  the fair market value of all Plan assets allocable to such
  liabilities under Title IV of ERISA (excluding any accrued
  but unpaid contributions), all determined as of the then
  most recent valuation date for such Plan, but only to the
  extent that such excess represents a potential liability of
  a member of the ERISA Group to the PBGC or any other Person
  under Title IV of ERISA.

            "United States" means the United States of
  America, including the States and the District of Columbia,
  but excluding its territories and possessions.

            SECTION 1.02.  Accounting Terms and
  Determinations.  Unless otherwise specified herein, all
  accounting terms used herein shall be interpreted, all
  accounting determinations hereunder shall be made, and all
  financial statements required to be delivered hereunder
  shall be prepared in accordance with generally accepted
  accounting principles as in effect from time to time,
  applied on a basis consistent (except for changes concurred
  in by the Borrower's independent public accountants) with
  the most recent audited consolidated financial statements of
  the Borrower and its Consolidated Subsidiaries delivered to
  the Banks; provided that, if the Borrower notifies the Agent
  that the Borrower wishes to amend any covenant in Article V
  to eliminate the effect of any change in generally accepted
  accounting principles on the operation of such covenant (or
  if the Agent notifies the Borrower that the Required Banks
  wish to amend Article V for such purpose), then the
  Borrower's compliance with such covenant shall be determined
  on the basis of generally accepted accounting principles in
  effect immediately before the relevant change in generally
  accepted accounting principles became effective, until
  either such notice is withdrawn or such covenant is amended
  in a manner satisfactory to the Borrower and the Required
  Banks.

            SECTION 1.03.  Types of Borrowings.  The term
  "Borrowing" denotes the aggregation of Loans of one or more
  Banks to be made to the Borrower pursuant to Article II on a
  single date and for a single Interest Period.  Borrowings
  are classified for purposes of this Agreement either by
  reference to the pricing of Loans comprising such Borrowing
  (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of
  Euro-Dollar Loans) or by reference to the provisions of
  Article II under which participation therein is determined
  (i.e., a "Committed  Borrowing" is a Borrowing under Section
  2.01 in which all Banks participate in proportion to their
  Commitments, while a "Money Market Borrowing" is a Borrowing
  under Section 2.03 in which the Bank participants are
  determined on the basis of their bids in accordance
  therewith).


                              ARTICLE II

                              THE CREDITS


            SECTION 2.01.  Commitments to Lend.  During the
  Revolving Credit Period each Bank severally agrees, on the
  terms and conditions set forth in this Agreement, to make
  loans to the Borrower pursuant to this Section from time to
  time in amounts such that the aggregate principal amount of
  Committed Loans by such Bank at any one time outstanding
  shall not exceed the amount of its Commitment.  Each
  Borrowing under this Section shall be in an aggregate
  principal amount of $10,000,000 or any larger multiple of
  $1,000,000 (except that any such Borrowing may be in the
  aggregate amount available in accordance with Section
  3.02(b)) and shall be made from the several Banks ratably in
  proportion to their respective Commitments.  Within the
  foregoing limits, the Borrower may borrow under this
  Section, repay, or to the extent permitted by Section 2.11,
  prepay Loans and reborrow at any time during the Revolving
  Credit Period under this Section.

            SECTION 2.02.  Notice of Committed Borrowing.  The
  Borrower shall give the Agent notice (a "Notice of Committed
  Borrowing") not later than 10:15 A.M. (New York City time)
  on (x) the date of each Base Rate Borrowing, (y) the second
  Domestic Business Day before each CD Borrowing and (z) the
  third Euro-Dollar Business Day before each Euro-Dollar
  Borrowing, specifying:

            (a)  the date of such Borrowing, which shall be a
         Domestic Business Day in the case of a Domestic
         Borrowing or a Euro-Dollar Business Day in the case of
         a Euro-Dollar Borrowing,

            (b)  the aggregate amount of such Borrowing,

            (c)  whether the Loans comprising such Borrowing
         are to be CD Loans, Base Rate Loans or Euro-Dollar
         Loans, and

            (d)  in the case of a Fixed Rate Borrowing, the
         duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest
         Period.

            SECTION 2.03.  Money Market Borrowings.

            (a)  The Money Market Option.  In addition to
  Committed Borrowings pursuant to Section 2.01, the Borrower
  may, as set forth in this Section, request the Banks during
  the Revolving Credit Period to make offers to make Money
  Market Loans to the Borrower.  The Banks may, but shall have
  no obligation to, make such offers and the Borrower may, but
  shall have no obligation to, accept any such offers in the
  manner set forth in this Section.

            (b)  Money Market Quote Request.  When the
  Borrower wishes to request offers to make Money Market Loans
  under this Section, it shall transmit to the Agent by telex
  or facsimile transmission a Money Market Quote Request
  substantially in the form of Exhibit B hereto so as to be
  received no later than 10:00 A.M. (New York City time) on
  (x) the fifth Euro-Dollar Business Day prior to the date of
  Borrowing proposed therein, in the case of a LIBOR Auction
  or (y) the Domestic Business Day next preceding the date of
  Borrowing proposed therein, in the case of an Absolute Rate
  Auction (or, in either case, such other time or date as the
  Borrower and the Agent shall have mutually agreed and shall
  have notified the Banks not later than the date of the Money
  Market Quote Request for the first LIBOR Auction or Absolute
  Rate Auction for which such change is to be effective)
  specifying:

            (i)  the proposed date of Borrowing, which shall
         be a Euro-Dollar Business Day in the case of a LIBOR
         Auction or a Domestic Business Day in the case of an
         Absolute Rate Auction,

           (ii)  the aggregate amount of such Borrowing, which
         shall be $10,000,000 or a larger multiple of
         $1,000,000,

          (iii)  the duration of the Interest Period
         applicable thereto, subject to the provisions of the
         definition of Interest Period, and

           (iv)  whether the Money Market Quotes requested are
         to set forth a Money Market Margin or a Money Market
         Absolute Rate.

  The Borrower may request offers to make Money Market Loans
  for more than one Interest Period in a single Money Market
  Quote Request.  No Money Market Quote Request shall be given
  within five Euro-Dollar Business Days (or such other number
  of days as the Borrower and the Agent may agree) of any
  other Money Market Quote Request.

            (c)  Invitation for Money Market Quotes.  Promptly
  upon receipt of a Money Market Quote Request, the Agent
  shall send to the Banks by telex or facsimile transmission
  an Invitation for Money Market Quotes substantially in the
  form of Exhibit C hereto, which shall constitute an
  invitation by the Borrower to each Bank to submit Money
  Market Quotes offering to make the Money Market Loans to
  which such Money Market Quote Request relates in accordance
  with this Section.

            (d)  Submission and Contents of Money Market
  Quotes.  (i)  Each Bank may submit a Money Market Quote
  containing an offer or offers to make Money Market Loans in
  response to any Invitation for Money Market Quotes.  Each
  Money Market Quote must comply with the requirements of this
  subsection (d) and must be submitted to the Agent by telex
  or facsimile transmission at its offices specified in or
  pursuant to Section 9.01 not later than (x) 2:00 P.M. (New
  York City time) on the fourth Euro-Dollar Business Day prior
  to the proposed date of Borrowing, in the case of a LIBOR
  Auction or (y) 9:15 A.M. (New York City time) on the
  proposed date of Borrowing, in the case of an Absolute Rate
  Auction (or, in either case, such other time or date as the
  Borrower and the Agent shall have mutually agreed and shall
  have notified the Banks not later than the date of the Money
  Market Quote Request for the first LIBOR Auction or Absolute
  Rate Auction for which such change is to be effective);
  provided that Money Market Quotes submitted by the Agent (or
  any affiliate of the Agent) in the capacity of a Bank may be
  submitted, and may only be submitted, if the Agent or such
  affiliate notifies the Borrower of the terms of the offer or
  offers contained therein not later than (x) one hour prior
  to the deadline for the other Banks, in the case of a LIBOR
  Auction or (y) 15 minutes prior to the deadline for the
  other Banks, in the case of an Absolute Rate Auction.
  Subject to Articles III and VI, any Money Market Quote so
  made shall be irrevocable except with the written consent of
  the Agent given on the instructions of the Borrower.

            (ii)  Each Money Market Quote shall be in
  substantially the form of Exhibit D hereto and shall in any
  case specify:

            (A)  the proposed date of Borrowing,

            (B)  the principal amount of the Money Market Loan
         for which each such offer is being made, which
         principal amount (w) may be greater than or less than
         the Commitment of the quoting Bank, (x) must be
         $5,000,000 or a larger multiple of $1,000,000, (y) may
         not exceed the principal amount of Money Market Loans
         for which offers were requested and (z) may be subject
         to an aggregate limitation as to the principal amount
         of Money Market Loans for which offers being made by
         such quoting Bank may be accepted,

            (C)  in the case of a LIBOR Auction, the margin
         above or below the applicable London Interbank Offered
         Rate (the "Money Market Margin") offered for each such
         Money Market Loan, expressed as a percentage (specified
         to the nearest 1/10,000th of 1%) to be added to or
         subtracted from such base rate,

            (D)  in the case of an Absolute Rate Auction, the
         rate of interest per annum (specified to the nearest
         1/10,000th of 1%) (the "Money Market Absolute Rate")
         offered for each such Money Market Loan, and

            (E)  the identity of the quoting Bank.

  A Money Market Quote may set forth up to five separate
  offers by the quoting Bank with respect to each Interest
  Period specified in the related Invitation for Money Market
  Quotes.

            (iii)  Any Money Market Quote shall be disregarded
  if it:

            (A)  is not substantially in conformity with
         Exhibit D hereto or does not specify all of the
         information required by subsection (d)(ii);

            (B)  contains qualifying, conditional or similar
         language;

            (C)  proposes terms other than or in addition to
         those set forth in the applicable Invitation for Money
         Market Quotes; or

            (D)  arrives after the time set forth in
         subsection (d)(i).

            (e)  Notice to Borrower.  The Agent shall promptly
  notify the Borrower of the terms (x) of any Money Market
  Quote submitted by a Bank that is in accordance with
  subsection (d) and (y) of any Money Market Quote that
  amends, modifies or is otherwise inconsistent with a
  previous Money Market Quote submitted by such Bank with
  respect to the same Money Market Quote Request.  Any such
  subsequent Money Market Quote shall be disregarded by the
  Agent unless such subsequent Money Market Quote is submitted
  solely to correct a manifest error in such former Money
  Market Quote.  The Agent's notice to the Borrower shall
  specify (A) the aggregate principal amount of Money Market
  Loans for which offers have been received for each Interest
  Period specified in the related Money Market Quote Request,
  (B) the respective principal amounts and Money Market
  Margins or Money Market Absolute Rates, as the case may be,
  so offered and (C) if applicable, limitations on the
  aggregate principal amount of Money Market Loans for which
  offers in any single Money Market Quote may be accepted.

            (f)  Acceptance and Notice by Borrower.  Not later
  than 10:15 A.M. (New York City time) on (x) the third
  Euro-Dollar Business Day prior to the proposed date of
  Borrowing, in the case of a LIBOR Auction or (y) the
  proposed date of Borrowing, in the case of an Absolute Rate
  Auction (or, in either case, such other time or date as the
  Borrower and the Agent shall have mutually agreed and shall
  have notified the Banks not later than the date of the Money
  Market Quote Request for the first LIBOR Auction or Absolute
  Rate Auction for which such change is to be effective), the
  Borrower shall notify the Agent of its acceptance or
  non-acceptance of the offers so notified to it pursuant to
  subsection (e).  In the case of acceptance, such notice (a
  "Notice of Money Market Borrowing") shall specify the
  aggregate principal amount of offers for each Interest
  Period that are accepted.  The Borrower may accept any Money
  Market Quote in whole or in part; provided that:

            (i)  the aggregate principal amount of each Money
         Market Borrowing may not exceed the applicable amount
         set forth in the related Money Market Quote Request,

           (ii)  the principal amount of each Money Market
         Borrowing must be $10,000,000 or a larger multiple of
         $1,000,000,

          (iii)  acceptance of offers may only be made on the
         basis of ascending Money Market Margins or Money Market
         Absolute Rates, as the case may be, and

           (iv)  the Borrower may not accept any offer that is
         described in subsection (d)(iii) or that otherwise
         fails to comply with the requirements of this
         Agreement.

            (g)  Allocation by Agent.  If offers are made by
  two or more Banks with the same Money Market Margins or
  Money Market Absolute Rates, as the case may be, for a
  greater aggregate principal amount than the amount in
  respect of which such offers are accepted for the related
  Interest Period, the principal amount of Money Market Loans
  in respect of which such offers are accepted shall be
  allocated by the Agent among such Banks as nearly as
  possible (in multiples of $1,000,000, as the Agent may deem
  appropriate) in proportion to the aggregate principal
  amounts of such offers.  Determinations by the Agent of the
  amounts of Money Market Loans shall be conclusive in the
  absence of manifest error.

            SECTION 2.04.  Notice to Banks; Funding of Loans.

            (a)  Upon receipt of a Notice of Borrowing, the
  Agent shall promptly notify each Bank of the contents
  thereof and of such Bank's share (if any) of such Borrowing
  and such Notice of Borrowing shall not thereafter be
  revocable by the Borrower.

            (b)  Not later than 12:00 Noon (New York City
  time) on the date of each Borrowing, each Bank participating
  therein shall (except as provided in subsection (c) of this
  Section) make available its share of such Borrowing, in
  Federal or other funds immediately available in New York
  City, to the Agent at its address referred to in Section
  9.01.  Unless the Agent determines that any applicable
  condition specified in Article III has not been satisfied,
  the Agent will make the funds so received from the Banks
  available to the Borrower at the Agent's aforesaid address.

            (c)  If any Bank makes a new Loan hereunder on a
  day on which the Borrower is to repay all or any part of an
  outstanding Loan from such Bank, such Bank shall apply the
  proceeds of its new Loan to make such repayment and only an
  amount equal to the difference (if any) between the amount
  being borrowed and the amount being repaid shall be made
  available by such Bank to the Agent as provided in
  subsection (b), or remitted by the Borrower to the Agent as
  provided in Section 2.12, as the case may be.

            (d)  Unless the Agent shall have received notice
  from a Bank prior to the date of any Borrowing that such
  Bank will not make available to the Agent such Bank's share
  of such Borrowing, the Agent may assume that such Bank has
  made such share available to the Agent on the date of such
  Borrowing in accordance with subsections (b) and (c) of this
  Section 2.04 and the Agent may, in reliance upon such
  assumption, make available to the Borrower on such date a
  corresponding amount.  If and to the extent that such Bank
  shall not have so made such share available to the Agent,
  such Bank and the Borrower severally agree to repay to the
  Agent forthwith on demand such corresponding amount together
  with interest thereon, for each day from the date such
  amount is made available to the Borrower until the date such
  amount is repaid to the Agent, at (i) in the case of the
  Borrower, a rate per annum equal to the higher of the
  Federal Funds Rate and the interest rate applicable thereto
  pursuant to Section 2.07 and (ii) in the case of such Bank,
  the Federal Funds Rate.  If such Bank shall repay to the
  Agent such corresponding amount, such amount so repaid shall
  constitute such Bank's Loan included in such Borrowing for
  purposes of this Agreement.

            SECTION 2.05.  Notes.  (a)  The Loans of each Bank
  shall be evidenced by a single Note payable to the order of
  such Bank for the account of its Applicable Lending Office
  in an amount equal to the aggregate unpaid principal amount
  of such Bank's Loans.

            (b)  Each Bank may, by notice to the Borrower and
  the Agent, request that its Loans of a particular type be
  evidenced by a separate Note in an amount equal to the
  aggregate unpaid principal amount of such Loans.  Each such
  Note shall be in substantially the form of Exhibit A hereto
  with appropriate modifications to reflect the fact that it
  evidences solely Loans of the relevant type.  Each reference
  in this Agreement to the "Note" of such Bank shall be deemed
  to refer to and include any or all of such Notes, as the
  context may require.

            (c)  Upon receipt of each Bank's Note pursuant to
  Section 3.01(a), the Agent shall forward such Note to such
  Bank.  Each Bank shall record the date, amount, type and
  maturity of each Loan made by it and the date and amount of
  each payment of principal made by the Borrower with respect
  thereto, and may, if such Bank so elects in connection with
  any transfer or enforcement of its Note, endorse on the
  schedule forming a part thereof appropriate notations to
  evidence the foregoing information with respect to each such
  Loan then outstanding; provided that the failure of any Bank
  to make any such recordation or endorsement shall not affect
  the obligations of the Borrower hereunder or under the
  Notes.  Each Bank is hereby irrevocably authorized by the
  Borrower so to endorse its Note and to attach to and make a
  part of its Note a continuation of any such schedule as and
  when required.

            SECTION 2.06.  Maturity of Loans.  Each Loan
  included in any Borrowing shall mature, and the principal
  amount thereof shall be due and payable, on the last day of
  the Interest Period applicable to such Borrowing.

            SECTION 2.07.  Interest Rates.  (a)  Each Base
  Rate Loan shall bear interest on the outstanding principal
  amount thereof, for each day from the date such Loan is made
  until it becomes due, at a rate per annum equal to the Base
  Rate for such day.  Such interest shall be payable for each
  Interest Period on the last day thereof.  Any overdue
  principal of or interest on any Base Rate Loan shall bear
  interest, payable on demand, for each day until paid at a
  rate per annum equal to the sum of 2% plus the rate
  otherwise applicable to Base Rate Loans for such day.

            (b)  Each CD Loan shall bear interest on the
  outstanding principal amount thereof, for each day during
  the Interest Period applicable thereto, at a rate per annum
  equal to the sum of the CD Margin for such day plus the
  Adjusted CD Rate applicable to such Interest Period;
  provided that if any CD Loan or any portion thereof shall,
  as a result of clause (2)(b) or (2)(c)(i) of the definition
  of Interest Period, have an Interest Period of less than 30
  days, such portion shall bear interest during such Interest
  Period at the rate applicable to Base Rate Loans during such
  period.  Such interest shall be payable for each Interest
  Period on the last day thereof and, if such Interest Period
  is longer than 90 days, at intervals of 90 days after the
  first day thereof.  Any overdue principal of or interest on
  any CD Loan shall bear interest, payable on demand, for each
  day until paid at a rate per annum equal to the sum of 2%
  plus the higher of (i) the sum of the CD Margin for such day
  plus the Adjusted CD Rate applicable to the Interest Period
  for such Loan and (ii) the rate applicable to Base Rate
  Loans for such day.

            "CD Margin" means a rate per annum determined in
  accordance with the Pricing Schedule.

            The "Adjusted CD Rate" applicable to any Interest
  Period means a rate per annum determined pursuant to the
  following formula:


                     [ CDBR       ]*
            ACDR  =  [ ---------- ]  + AR
                     [ 1.00 - DRP ]

            ACDR  =  Adjusted CD Rate
            CDBR  =  CD Base Rate
             DRP  =  Domestic Reserve Percentage
              AR  =  Assessment Rate

       __________
       *  The amount in brackets being rounded upward, if
       necessary, to the next higher 1/100 of 1%


            The "CD Base Rate" applicable to any Interest
  Period is the rate of interest determined by the Agent to be
  the average (rounded upward, if necessary, to the next
  higher 1/100 of 1%) of the prevailing rates per annum bid at
  10:00 A.M. (New York City time) (or as soon thereafter as
  practicable) on the first day of such Interest Period by two
  or more New York certificate of deposit dealers of
  recognized standing for the purchase at face value from each
  CD Reference Bank of its certificates of deposit in an
  amount comparable to the principal amount of the CD Loan of
  such CD Reference Bank to which such Interest Period applies
  and having a maturity comparable to such Interest Period.

            "Domestic Reserve Percentage" means for any day
  that percentage (expressed as a decimal) which is in effect
  on such day, as prescribed by the Board of Governors of the
  Federal Reserve System (or any successor) for determining
  the maximum reserve requirement (including without
  limitation any basic, supplemental or emergency reserves)
  for a member bank of the Federal Reserve System in New York
  City with deposits exceeding five billion dollars in respect
  of new non-personal time deposits in dollars in New York
  City having a maturity comparable to the related Interest
  Period and in an amount of $100,000 or more.  The Adjusted
  CD Rate shall be adjusted automatically on and as of the
  effective date of any change in the Domestic Reserve
  Percentage.

            "Assessment Rate" means for any day the annual
  assessment rate in effect on such day which is payable by a
  member of the Bank Insurance Fund classified as adequately
  capitalized and within supervisory subgroup "A" (or a
  comparable successor assessment risk classification) within
  the meaning of 12 C.F.R. section 327.3(d) (or any successor
  provision) to the Federal Deposit Insurance Corporation (or
  any successor) for such Corporation's (or such successor's)
  insuring time deposits at offices of such institution in the
  United States.  The Adjusted CD Rate shall be adjusted
  automatically on and as of the effective date of any change
  in the Assessment Rate.

            (c)  Each Euro-Dollar Loan shall bear interest on
  the outstanding principal amount thereof, for each day
  during the Interest Period applicable thereto, at a rate per
  annum equal to the sum of the Euro-Dollar Margin for such
  day plus the Adjusted London Interbank Offered Rate
  applicable to such Interest Period.  Such interest shall be
  payable for each Interest Period on the last day thereof
  and, if such Interest Period is longer than three months, at
  intervals of three months after the first day thereof.

            "Euro-Dollar Margin" means a rate per annum
  determined in accordance with the Pricing Schedule.

            The "Adjusted London Interbank Offered Rate"
  applicable to any Interest Period means a rate per annum
  equal to the quotient obtained (rounded upward, if
  necessary, to the next higher 1/100 of 1%) by dividing (i)
  the applicable London Interbank Offered Rate by (ii) 1.00
  minus the Euro-Dollar Reserve Percentage.

            The "London Interbank Offered Rate" applicable to
  any Interest Period means the average (rounded upward, if
  necessary, to the next higher 1/16 of 1%) of the respective
  rates per annum at which deposits in dollars are offered to
  each of the Euro-Dollar Reference Banks in the London
  interbank market at approximately 11:00 A.M. (London time)
  two Euro-Dollar Business Days before the first day of such
  Interest Period in an amount approximately equal to the
  principal amount of the Euro-Dollar Loan of such Euro-Dollar
  Reference Bank to which such Interest Period is to apply and
  for a period of time comparable to such Interest Period.

            "Euro-Dollar Reserve Percentage" means for any day
  that percentage (expressed as a decimal) which is in effect
  on such day, as prescribed by the Board of Governors of the
  Federal Reserve System (or any successor) for determining
  the maximum reserve requirement for a member bank of the
  Federal Reserve System in New York City with deposits
  exceeding five billion dollars in respect of "Eurocurrency
  liabilities" (or in respect of any other category of
  liabilities which includes deposits by reference to which
  the interest rate on Euro-Dollar Loans is determined or any
  category of extensions of credit or other assets which
  includes loans by a non-United States office of any Bank to
  United States residents).  The Adjusted London Interbank
  Offered Rate shall be adjusted automatically on and as of
  the effective date of any change in the Euro-Dollar Reserve
  Percentage.

            (d)  Any overdue principal of or interest on any
  Euro-Dollar Loan shall bear interest, payable on demand, for
  each day until paid at a rate per annum equal to the higher
  of (i) the sum of 2% plus the Euro-Dollar Margin for such
  day plus the Adjusted London Interbank Offered Rate
  applicable to the Interest Period for such Loan and (ii) the
  sum of 2% plus the Euro-Dollar Margin for such day plus the
  quotient obtained (rounded upward, if necessary, to the next
  higher 1/100 of 1%) by dividing (x) the average (rounded
  upward, if necessary, to the next higher 1/16 of 1%) of the
  respective rates per annum at which one day (or, if such
  amount due remains unpaid more than three Euro-Dollar
  Business Days, then for such other period of time not longer
  than six months as the Agent may select) deposits in dollars
  in an amount approximately equal to such overdue payment due
  to each of the Euro-Dollar Reference Banks are offered to
  such Euro-Dollar Reference Bank in the London interbank
  market for the applicable period determined as provided
  above by (y) 1.00 minus the Euro-Dollar Reserve Percentage
  (or, if the circumstances described in clause (a) or (b) of
  Section 8.01 shall exist, at a rate per annum equal to the
  sum of 2% plus the rate applicable to Base Rate Loans for
  such day).

            (e)  Subject to Section 8.01(a), each Money Market
  LIBOR Loan shall bear interest on the outstanding principal
  amount thereof, for the Interest Period applicable thereto,
  at a rate per annum equal to the sum of the London Interbank
  Offered Rate for such Interest Period (determined in
  accordance with Section 2.07(c) as if the related Money
  Market LIBOR Borrowing were a Committed Euro-Dollar
  Borrowing) plus (or minus) the Money Market Margin quoted by
  the Bank making such Loan in accordance with Section 2.03.
  Each Money Market Absolute Rate Loan shall bear interest on
  the outstanding principal amount thereof, for the Interest
  Period applicable thereto, at a rate per annum equal to the
  Money Market Absolute Rate quoted by the Bank making such
  Loan in accordance with Section 2.03.  Such interest shall
  be payable for each Interest Period on the last day thereof
  and, if such Interest Period is longer than three months, at
  intervals of three months after the first day thereof.  Any
  overdue principal of or interest on any Money Market Loan
  shall bear interest, payable on demand, for each day until
  paid at a rate per annum equal to the sum of 2% plus the
  Base Rate for such day.

            (f)  The Agent shall determine each interest rate
  applicable to the Loans hereunder.  The Agent shall give
  prompt notice to the Borrower and the participating Banks of
  each rate of interest so determined, and its determination
  thereof shall be conclusive in the absence of manifest
  error.

            (g)  Each Reference Bank agrees to use its best
  efforts to furnish quotations to the Agent as contemplated
  by this Section.  If any Reference Bank does not furnish a
  timely quotation, the Agent shall determine the relevant
  interest rate on the basis of the quotation or quotations
  furnished by the remaining Reference Bank or Banks or, if
  none of such quotations is available on a timely basis, the
  provisions of Section 8.01 shall apply.

            SECTION 2.08.  Fees.

            (a)  Commitment Fee.  During the Revolving Credit
  Period, the Borrower shall pay to the Agent for the account
  of the Banks ratably in proportion to their Commitments a
  commitment fee at the Commitment Fee Rate (determined daily
  in accordance with the Pricing Schedule) on the daily amount
  by which the aggregate amount of the Commitments exceeds the
  aggregate outstanding principal amount of the Loans.  Such
  commitment fee shall accrue from and including the Effective
  Date to but excluding the Termination Date (or earlier date
  of termination of the Commitments in their entirety).

            (b)  Facility Fee.  The Borrower shall pay to the
  Agent for the account of the Banks ratably a facility fee at
  the Facility Fee Rate (determined daily in accordance with
  the Pricing Schedule).  Such facility fee shall accrue (i)
  from and including the Effective Date to but excluding the
  Termination Date (or earlier date of termination of the
  Commitments in their entirety), on the daily aggregate
  amount of the Commitments (whether used or unused) and (ii)
  from and including the Termination Date or such earlier date
  of termination to but excluding the date the Loans shall be
  repaid in their entirety, on the daily aggregate outstanding
  principal amount of the Loans.

            (c)  Payments.  Accrued fees under this Section
  shall be payable quarterly on each March 31, June 30,
  September 30 and December 31, and upon the date of
  termination of the Commitments in their entirety (and, if
  later, the date the Loans shall be repaid in their
  entirety).

            SECTION 2.09.  Optional Termination or Reduction
  of Commitments.  During the Revolving Credit Period, the
  Borrower may, upon at least three Domestic Business Days'
  notice to the Agent, (i) terminate the Commitments at any
  time, if no Loans are outstanding at such time or (ii)
  ratably reduce from time to time by an aggregate amount of
  $10,000,000 or any larger multiple thereof, the aggregate
  amount of the Commitments in excess of the aggregate
  outstanding principal amount of the Loans.

            SECTION 2.10.  Scheduled Termination of
  Commitments.  The Commitments shall terminate on the
  Termination Date, and any Loans then outstanding (together
  with accrued interest thereon) shall be due and payable on
  such date.

            SECTION 2.11.  Optional Prepayments.  (a)  Subject
  in the case of any Fixed Rate Borrowing to Section 2.13, the
  Borrower may, upon at least one Domestic Business Day's
  notice to the Agent, prepay any Base Rate Borrowing (or any
  Money Market Borrowing bearing interest at the Base Rate
  pursuant to Section 8.01(a)), upon at least three Domestic
  Business Days' notice to the Agent, prepay any CD Borrowing
  or upon at least three Euro-Dollar Business Days' notice to
  the Agent, prepay any Euro-Dollar Borrowing, in each case in
  whole at any time, or from time to time in part in amounts
  aggregating $10,000,000 or any larger multiple of
  $1,000,000, by paying the principal amount to be prepaid
  together with accrued interest thereon to the date of
  prepayment.  Each such optional prepayment shall be applied
  to prepay ratably the Loans of the several Banks included in
  such Borrowing.

            (b)  Except as provided in Section 2.11(a), the
  Borrower may not prepay all or any portion of the principal
  amount of any Money Market Loan prior to the maturity
  thereof.

            (c)  Upon receipt of a notice of prepayment
  pursuant to this Section, the Agent shall promptly notify
  each Bank of the contents thereof and of such Bank's ratable
  share (if any) of such prepayment and such notice shall not
  thereafter be revocable by the Borrower.

            SECTION 2.12.  General Provisions as to Payments.
  (a) The Borrower shall make each payment of principal of,
  and interest on, the Loans and of fees hereunder, not later
  than 12:00 Noon (New York City time) on the date when due,
  in Federal or other funds immediately available in New York
  City, to the Agent at its address referred to in Section
  9.01.  The Agent will promptly distribute to each Bank its
  ratable share of each such payment received by the Agent for
  the account of the Banks.  Whenever any payment of principal
  of, or interest on, the Domestic Loans or of fees shall be
  due on a day which is not a Domestic Business Day, the date
  for payment thereof shall be extended to the next succeeding
  Domestic Business Day.  Whenever any payment of principal
  of, or interest on, the Euro-Dollar Loans shall be due on a
  day which is not a Euro-Dollar Business Day, the date for
  payment thereof shall be extended to the next succeeding
  Euro-Dollar Business Day unless such Euro-Dollar Business
  Day falls in another calendar month, in which case the date
  for payment thereof shall be the next preceding Euro-Dollar
  Business Day.  Whenever any payment of principal of, or
  interest on, the Money Market Loans shall be due on a day
  which is not a Euro-Dollar Business Day, the date for
  payment thereof shall be extended to the next succeeding
  Euro-Dollar Business Day.  If the date for any payment of
  principal is extended by operation of law or otherwise,
  interest thereon shall be payable for such extended time.

            (b)  Unless the Agent shall have received notice
  from the Borrower prior to the date on which any payment is
  due to the Banks hereunder that the Borrower will not make
  such payment in full, the Agent may assume that the Borrower
  has made such payment in full to the Agent on such date and
  the Agent may, in reliance upon such assumption, cause to be
  distributed to each Bank on such due date an amount equal to
  the amount then due such Bank.  If and to the extent that
  the Borrower shall not have so made such payment, each Bank
  shall repay to the Agent forthwith on demand such amount
  distributed to such Bank together with interest thereon, for
  each day from the date such amount is distributed to such
  Bank until the date such Bank repays such amount to the
  Agent, at the Federal Funds Rate.

            SECTION 2.13.  Funding Losses.  If the Borrower
  makes any payment of principal with respect to any Fixed
  Rate Loan (pursuant to Article II, VI or VIII or otherwise)
  on any day other than the last day of the Interest Period
  applicable thereto, or the last day of an applicable period
  fixed pursuant to Section 2.07(d), or if the Borrower fails
  to borrow or prepay any Fixed Rate Loans after notice has
  been given to any Bank in accordance with Section 2.04(a) or
  2.11(c), the Borrower shall reimburse each Bank within 15
  days after demand for any resulting loss or expense incurred
  by it (or by an existing or prospective Participant in the
  related Loan), including (without limitation) any loss
  incurred in obtaining, liquidating or employing deposits
  from third parties, but excluding loss of margin for the
  period after any such payment or failure to borrow or
  prepay, provided that such Bank shall have delivered to the
  Borrower a certificate as to the amount of such loss or
  expense, which certificate shall be conclusive in the
  absence of manifest error.

            SECTION 2.14.  Computation of Interest and Fees.
  Interest based on the Prime Rate hereunder shall be computed
  on the basis of a year of 365 days (or 366 days in a leap
  year) and paid for the actual number of days elapsed
  (including the first day but excluding the last day).  All
  other interest and fees shall be computed on the basis of a
  year of 360 days and paid for the actual number of days
  elapsed (including the first day but excluding the last
  day).

                              ARTICLE III

                              CONDITIONS


            SECTION 3.01.  Effectiveness.  This Agreement
  shall become effective on the date that each of the
  following conditions shall have been satisfied (or waived in
  accordance with Section 9.05):

            (a)  receipt by the Agent of counterparts hereof
         signed by each of the parties hereto (or, in the case
         of any party as to which an executed counterpart shall
         not have been received, receipt by the Agent in form
         satisfactory to it of telegraphic, telex or other
         written confirmation from such party of execution of a
         counterpart hereof by such party);

            (b)  receipt by the Agent of a duly executed Note
         for the account of each Bank dated on or before the
         Effective Date complying with the provisions of Section
         2.05;

            (c)  receipt by the Agent of an opinion of the
         General Counsel of the Borrower, substantially in the
         form of Exhibit E hereto and covering such additional
         matters relating to the transactions contemplated
         hereby as the Required Banks may reasonably request;

            (d)  receipt by the Agent of an opinion of Davis
         Polk & Wardwell, special counsel for the Agent,
         substantially in the form of Exhibit F hereto and
         covering such additional matters relating to the
         transactions contemplated hereby as the Required Banks
         may reasonably request;

            (e)  receipt by the Agent of all documents the
         Agent may reasonably request relating to the existence
         of the Borrower, the corporate authority for and the
         validity of this Agreement and the Notes, and any other
         matters relevant hereto, all in form and substance
         satisfactory to the Agent; and

            (f)  receipt by the Agent of evidence satisfactory
         to it of the payment of all principal of and interest
         on any loans outstanding under and of all other amounts
         payable under, and of the termination of all lending
         commitments under, the Existing Credit Agreement;

  provided that this Agreement shall not become effective or
  be binding on any party hereto unless all of the foregoing
  conditions are satisfied not later than June 7, 1994.  The
  Agent shall promptly notify the Borrower and the Banks of
  the Effective Date, and such notice shall be conclusive and
  binding on all parties hereto.

            SECTION 3.02.  Borrowings.  The obligation of any
  Bank to make a Loan on the occasion of any Borrowing is
  subject to the satisfaction of the following conditions:

            (a)  receipt by the Agent of a Notice of Borrowing
         as required by Section 2.02 or 2.03, as the case may
         be;

            (b)  the fact that, immediately after such
         Borrowing, the aggregate outstanding principal amount
         of the Loans will not exceed the aggregate amount of
         the Commitments;

            (c)  the fact that, immediately before and after
         such Borrowing, no Default shall have occurred and be
         continuing; and

            (d)  the fact that the representations and
         warranties of the Borrower contained in this Agreement
         (except, in the case of a Refunding Borrowing, the
         representations and warranties set forth in Sections
         4.04(c) and 4.05 as to any matter which has theretofore
         been disclosed in writing by the Borrower to the Banks)
         shall be true on and as of the date of such Borrowing.

  Each Borrowing hereunder shall be deemed to be a
  representation and warranty by the Borrower on the date of
  such Borrowing as to the facts specified in clauses (b), (c)
  and (d) of this Section.


                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES


            The Borrower represents and warrants that:

            SECTION 4.01.  Corporate Existence and Power.  The
  Borrower is a corporation duly incorporated, validly
  existing and in good standing under the laws of New York,
  and has all corporate powers and all material governmental
  licenses, authorizations, consents and approvals required to
  carry on its business as now conducted.

            SECTION 4.02.  Corporate and Governmental
  Authorization; No Contravention.  The execution, delivery
  and performance by the Borrower of this Agreement and the
  Notes are within the Borrower's corporate powers, have been
  duly authorized by all necessary corporate action, require
  no action by or in respect of, or filing with, any
  governmental body, agency or official and do not contravene,
  or constitute a default under, any provision of applicable
  law or regulation or of the certificate of incorporation or
  by-laws of the Borrower or of any agreement, judgment,
  injunction, order, decree or other instrument binding upon
  the Borrower or any of its Significant Subsidiaries or
  result in the creation or imposition of any Lien on any
  asset of the Borrower or any of its Significant
  Subsidiaries.

            SECTION 4.03.  Binding Effect.  This Agreement
  constitutes a valid and binding agreement of the Borrower
  and each Note, when executed and delivered in accordance
  with this Agreement, will constitute a valid and binding
  obligation of the Borrower, in each case enforceable in
  accordance with its terms.

            SECTION 4.04.  Financial Information.

            (a)  The consolidated statement of financial
  position of the Borrower and its Consolidated Subsidiaries
  as of June 30, 1993 and the related consolidated statements
  of operations and cash flows for the fiscal year then ended,
  reported on by Price Waterhouse and set forth in the
  Borrower's 1993 Form 10-K, a copy of which has been
  delivered to each of the Banks, fairly present, in
  conformity with generally accepted accounting principles,
  the consolidated financial position of the Borrower and its
  Consolidated Subsidiaries as of such date and their
  consolidated results of operations and cash flows for such
  fiscal year.

            (b)   The unaudited consolidated statement of
  financial position of the Borrower and its Consolidated
  Subsidiaries as of March 31, 1994 and the related unaudited
  consolidated statements of operations and cash flows for the
  nine months then ended, set forth in the Borrower's Latest
  Form 10-Q, a copy of which has been delivered to each of the
  Banks, fairly present, in conformity with generally accepted
  accounting principles applied on a basis consistent with the
  financial statements referred to in subsection (a) of this
  Section, the consolidated financial position of the Borrower
  and its Consolidated Subsidiaries as of such date and their
  consolidated results of operations and cash flows for such
  nine month period (subject to normal year-end adjustments).

            (c)  Since March 31, 1994 there has been no
  material adverse change in the business, financial position
  or results of operations of the Borrower and its
  Consolidated Subsidiaries, considered as a whole.

            SECTION 4.05.  Litigation.  There is no action,
  suit or proceeding pending against, or to the knowledge of
  the Borrower threatened against or affecting, the Borrower
  or any of its Subsidiaries before any court or arbitrator or
  any governmental body, agency or official in which there is
  a reasonable possibility of an adverse decision which could
  materially adversely affect the business, consolidated
  financial position or consolidated results of operations of
  the Borrower and its Consolidated Subsidiaries, considered
  as a whole, or which in any manner draws into question the
  validity of this Agreement or the Notes.

            SECTION 4.06.  Compliance with ERISA.  Each member
  of the ERISA Group has fulfilled its obligations under the
  minimum funding standards of ERISA and the Internal Revenue
  Code with respect to each Plan and is in compliance in all
  material respects with the presently applicable provisions
  of ERISA and the Internal Revenue Code with respect to each
  Plan.  No member of the ERISA Group has (i) sought a waiver
  of the minimum funding standard under Section 412 of the
  Internal Revenue Code in respect of any Plan, (ii) failed to
  make any contribution or payment to any Plan or
  Multiemployer Plan or in respect of any Benefit Arrangement,
  or made any amendment to any Plan or Benefit Arrangement,
  which has resulted or could result in the imposition of a
  Lien or the posting of a bond or other security under ERISA
  or the Internal Revenue Code or (iii) incurred any liability
  under Title IV of ERISA other than a liability to the PBGC
  for premiums under Section 4007 of ERISA.

            SECTION 4.07.  Environmental Matters.   In the
  ordinary course of its business, the Borrower reviews the
  effect of Environmental Laws on the business, operations and
  properties of the Borrower and its Subsidiaries, in the
  course of which it identifies and evaluates associated
  liabilities and costs (including, without limitation, any
  capital or operating expenditures required for clean-up or
  closure of properties presently or previously owned, any
  capital or operating expenditures required to achieve or
  maintain compliance with environmental protection standards
  imposed by law or as a condition of any license, permit or
  contract, any related constraints on operating activities,
  including any periodic or permanent shutdown of any facility
  or reduction in the level of or change in the nature of
  operations conducted thereat, any costs or liabilities in
  connection with off-site disposal of wastes or Hazardous
  Substances, and any actual or potential liabilities to third
  parties, including employees, and any related costs and
  expenses).   On the basis of this review, the Borrower has
  reasonably concluded that such associated liabilities and
  costs, including the costs of compliance with Environmental
  Laws, are unlikely to have a material adverse effect on the
  business, financial condition, results of operations or
  prospects of the Borrower and its Consolidated Subsidiaries,
  considered as a whole.

            SECTION 4.08.  Taxes.  The Borrower and its
  Subsidiaries have filed all United States Federal income tax
  returns and all other material tax returns which are
  required to be filed by them and have paid all taxes due
  pursuant to such returns or pursuant to any assessment
  received by the Borrower or any Subsidiary, except taxes
  being contested in good faith and by appropriate
  proceedings.  The charges, accruals and reserves on the
  books of the Borrower and its Subsidiaries in respect of
  taxes or other governmental charges are, in the opinion of
  the Borrower, adequate.

            SECTION 4.09.  Subsidiaries.  Each of the
  Borrower's Significant Subsidiaries is a corporation duly
  incorporated, validly existing and in good standing under
  the laws of its jurisdiction of incorporation, and has all
  corporate powers and all material governmental licenses,
  authorizations, consents and approvals required to carry on
  its business as now conducted.

            SECTION 4.10.  Not an Investment Company.  The
  Borrower is not an "investment company" within the meaning
  of the Investment Company Act of 1940, as amended.

            SECTION 4.11.  Full Disclosure.  All information
  heretofore furnished by the Borrower to the Agent or any
  Bank for purposes of or in connection with this Agreement or
  any transaction contemplated hereby is, and all such
  information hereafter furnished by the Borrower to the Agent
  or any Bank will be, true and accurate in all material
  respects on the date as of which such information is stated
  or certified.  The Borrower has disclosed to the Banks in
  writing any and all facts which materially and adversely
  affect or may affect (to the extent the Borrower can now
  reasonably foresee), the business, operations or financial
  condition of the Borrower and its Consolidated Subsidiaries,
  taken as a whole, or the ability of the Borrower to perform
  its obligations under this Agreement.


                               ARTICLE V

                               COVENANTS


            The Borrower agrees that, so long as any Bank has
  any Commitment hereunder or any amount payable under any
  Note remains unpaid:

            SECTION 5.01.  Information.  The Borrower will
  deliver to each of the Banks:

            (a)  as soon as available and in any event within
         120 days after the end of each fiscal year of the
         Borrower, a consolidated statement of financial
         position of the Borrower and its Consolidated
         Subsidiaries as of the end of such fiscal year and the
         related consolidated statements of operations and cash
         flows for such fiscal year, setting forth in each case
         in comparative form the figures for the previous fiscal
         year, all reported on in a manner acceptable to the
         Securities and Exchange Commission by independent
         public accountants of nationally recognized standing;

            (b)  as soon as available and in any event within
         60 days after the end of each of the first three
         quarters of each fiscal year of the Borrower, a
         consolidated statement of financial position of the
         Borrower and its Consolidated Subsidiaries as of the
         end of such quarter and the related consolidated
         statements of operations and cash flows for such
         quarter and for the portion of the Borrower's fiscal
         year ended at the end of such quarter, setting forth in
         the case of such statements of operations and cash
         flows in comparative form the figures for the
         corresponding quarter and the corresponding portion of
         the Borrower's previous fiscal year, all certified
         (subject to normal year-end adjustments) as to fairness
         of presentation, generally accepted accounting
         principles and consistency by the chief financial
         officer or the chief accounting officer of the
         Borrower;

            (c)  simultaneously with the delivery of each set
         of financial statements referred to in clauses (a) and
         (b) above, a certificate of the chief financial officer
         or the chief accounting officer of the Borrower (i)
         setting forth in reasonable detail the calculations
         required to establish whether the Borrower was in
         compliance with the requirements of Sections 5.07 and
         5.11 on the date of such financial statements, (ii)
         setting forth a calculation of the Leverage Ratio as at
         the date of such financial statements and the Interest
         Coverage Ratio for the period of four consecutive
         fiscal quarters then ended and (iii) stating whether
         any Default exists on the date of such certificate and,
         if any Default then exists, setting forth the details
         thereof and the action which the Borrower is taking or
         proposes to take with respect thereto;

            (d)  within five days after any officer of the
         Borrower obtains knowledge of any Default, if such
         Default is then continuing, a certificate of the chief
         financial officer or the chief accounting officer of
         the Borrower setting forth the details thereof and the
         action which the Borrower is taking or proposes to take
         with respect thereto;

            (e)  promptly upon the mailing thereof to the
         shareholders of the Borrower generally, copies of all
         financial statements, reports and proxy statements so
         mailed;

            (f)  promptly upon the filing thereof, copies of
         all registration statements (other than the exhibits
         thereto and any registration statements on Form S-8 or
         its equivalent) and reports on Forms 10-K, 10-Q and 8-K
         (or their equivalents) which the Borrower shall have
         filed with the Securities and Exchange Commission;

            (g)  if and when any member of the ERISA Group (i)
         gives, either on a mandatory or a voluntary basis,
         notice to the PBGC of any "reportable event" (as
         defined in Section 4043 of ERISA) with respect to any
         Plan which might constitute grounds for a termination
         of such Plan under Title IV of ERISA, or knows that the
         plan administrator of any Plan has given, either on a
         mandatory or a voluntary basis, notice of any such
         reportable event, a copy of the notice of such
         reportable event given to the PBGC; (ii) receives
         notice of complete or partial withdrawal liability
         under Title IV of ERISA or notice that any
         Multiemployer Plan is in reorganization, is insolvent
         or has been terminated, a copy of such notice; (iii)
         receives notice from the PBGC under Title IV of ERISA
         of an intent to terminate, impose liability (other than
         for premiums under Section 4007 of ERISA) in respect
         of, or appoint a trustee to administer any Plan, a copy
         of such notice; (iv) applies for a waiver of the
         minimum funding standard under Section 412 of the
         Internal Revenue Code, a copy of such application; (v)
         gives notice of intent to terminate any Plan under
         Section 4041(c) of ERISA, a copy of such notice and
         other information filed with the PBGC; (vi) gives
         notice of withdrawal from any Plan pursuant to Section
         4063 of ERISA, a copy of such notice; or (vii) fails to
         make any payment or contribution to any Plan or
         Multiemployer Plan or in respect of any Benefit
         Arrangement or makes any amendment to any Plan or
         Benefit Arrangement which has resulted or could result
         in the imposition of a Lien or the posting of a bond or
         other security, a certificate of the chief financial
         officer or the chief accounting officer of the Borrower
         setting forth details as to such occurrence and action,
         if any, which the Borrower or applicable member of the
         ERISA Group is required or proposes to take; and

            (h)  from time to time such additional information
         regarding the financial position or business of the
         Borrower and its Subsidiaries as the Agent, at the
         request of any Bank, may reasonably request.

            SECTION 5.02.  Payment of Obligations.  The
  Borrower will pay and discharge, and will cause each
  Significant Subsidiary to pay and discharge, at or before
  maturity, all their respective material obligations and
  liabilities, including, without limitation, tax liabilities,
  except where the same may be contested in good faith by
  appropriate proceedings, and will maintain, and will cause
  each Significant Subsidiary to maintain, in accordance with
  generally accepted accounting principles, appropriate
  reserves for the accrual of any of the same.

            SECTION 5.03.  Maintenance of Property; Insurance.
  (a) The Borrower will keep, and will cause each Significant
  Subsidiary to keep, all property useful and necessary in its
  business in good working order and condition, ordinary wear
  and tear excepted.

            (b)  The Borrower will, and will cause each
  Significant Subsidiary to, maintain (either in the name of
  the Borrower or in such Significant Subsidiary's own name)
  with financially sound and responsible insurance companies,
  insurance on all their respective properties in at least
  such amounts and against at least such risks (and with such
  risk retention) as are usually insured against in the same
  general area by companies of established repute engaged in
  the same or a similar business.

            SECTION 5.04.  Conduct of Business and Maintenance
  of Existence.  The Borrower will continue, and will cause
  each Significant Subsidiary to continue, to engage in
  business of the same general type as now conducted by the
  Borrower and its Subsidiaries, and will preserve, renew and
  keep in full force and effect, and will cause each
  Significant Subsidiary to preserve, renew and keep in full
  force and effect their respective corporate existence and
  their respective rights, privileges and franchises necessary
  or desirable in the normal conduct of business; provided
  that nothing in this Section 5.04 shall prohibit (i) the
  merger of a Subsidiary into the Borrower or the merger or
  consolidation of a Subsidiary with or into another Person if
  the corporation surviving such consolidation or merger is a
  Subsidiary and if, in each case, after giving effect
  thereto, no Default shall have occurred and be continuing or
  (ii) the termination of the corporate existence of any
  Subsidiary if the Borrower in good faith determines that
  such termination is in the best interest of the Borrower and
  is not materially disadvantageous to the Banks.

            SECTION 5.05.  Compliance with Laws.  The Borrower
  will comply, and cause each Subsidiary to comply, in all
  material respects with all applicable laws, ordinances,
  rules, regulations, and requirements of governmental
  authorities (including, without limitation, Environmental
  Laws and ERISA and the rules and regulations thereunder)
  except where the necessity of compliance therewith is
  contested in good faith by appropriate proceedings.

            SECTION 5.06.  Inspection of Property, Books and
  Records.  The Borrower will keep, and will cause each
  Significant Subsidiary to keep, proper books of record and
  account in which full, true and correct entries shall be
  made of all dealings and transactions in relation to its
  business and activities; and will permit, and will cause
  each Significant Subsidiary to permit, representatives of
  any Bank at such Bank's expense to visit and inspect any of
  their respective properties, to examine and make abstracts
  from any of their respective books and records and to
  discuss their respective affairs, finances and accounts with
  their respective officers, employees and independent public
  accountants, all at such reasonable times and as often as
  may reasonably be desired.

            SECTION 5.07.  Minimum Consolidated Net Worth.
  Consolidated Net Worth will at no time be less than
  $200,000,000.

            SECTION 5.08.  Negative Pledge.  Neither the
  Borrower nor any Significant Subsidiary will create, assume
  or suffer to exist any Lien on any asset now owned or
  hereafter acquired by it, except:

            (a)  Liens existing on the date of this Agreement
         securing Debt outstanding on the date of this Agreement
         in an aggregate principal or face amount not exceeding
         $25,000,000;

            (b)  any Lien existing on any asset of any
         corporation at the time such corporation becomes a
         Subsidiary and not created in contemplation of such
         event;

            (c)  any Lien on any asset securing Debt incurred
         or assumed for the purpose of financing all or any part
         of the cost of acquiring such asset, provided that such
         Lien attaches to such asset concurrently with or within
         90 days after the acquisition thereof;

            (d)  any Lien on any asset of any corporation
         existing at the time such corporation is merged or
         consolidated with or into the Borrower or a Subsidiary
         and not created in contemplation of such event;

            (e)  any Lien existing on any asset prior to the
         acquisition thereof by the Borrower or a Subsidiary and
         not created in contemplation of such acquisition;

            (f)  any Lien arising out of the refinancing,
         extension, renewal or refunding of any Debt secured by
         any Lien permitted by any of the foregoing clauses of
         this Section, provided that such Debt is not increased
         and is not secured by any additional assets;

            (g)  Liens arising in the ordinary course of its
         business which (i) do not secure Debt or Derivatives
         Obligations, (ii) do not secure any obligation in an
         amount exceeding $25,000,000 and (iii) do not in the
         aggregate materially detract from the value of its
         assets or materially impair the use thereof in the
         operation of its business;

            (h)  Liens on cash and cash equivalents securing
         Derivatives Obligations, provided that the aggregate
         amount of cash and cash equivalents subject to such
         Liens may at no time exceed $10,000,000; and

            (i)  Liens not otherwise permitted by the
         foregoing clauses of this Section securing Debt in an
         aggregate principal or face amount at any date not to
         exceed 7.5% of Consolidated Net Worth.

            SECTION 5.09.  Consolidations, Mergers and Sales
  of Assets.  The Borrower will not (i) consolidate or merge
  with or into any other Person or (ii) sell, lease or
  otherwise transfer, directly or indirectly, all or
  substantially all of its assets to any other Person;
  provided, that the Borrower may merge with another Person if
  (A) the Borrower is the corporation surviving such merger
  and (B) immediately after giving effect to such merger, no
  Default shall have occurred and be continuing.

            SECTION 5.10.  Use of Proceeds.  The proceeds of
  the Loans made under this Agreement will be used by the
  Borrower for its general corporate purposes.  None of such
  proceeds will be used, directly or indirectly, for the
  purpose, whether immediate, incidental or ultimate, of
  buying or carrying any "margin stock" within the meaning of
  Regulation U.

            SECTION 5.11.  Interest Coverage.  The Interest
  Coverage Ratio will not, for any period of four consecutive
  fiscal quarters, be less than 2.0 to 1.


                              ARTICLE VI

                               DEFAULTS


            SECTION 6.01.  Events of Default.  If one or more
  of the following events ("Events of Default") shall have
  occurred and be continuing:

            (a)  the Borrower shall fail to pay when due any
         principal of any Loan or shall fail to pay within five
         days of the due date thereof any interest on any Loan,
         any fees or any other amount payable hereunder;

            (b)  the Borrower shall fail to observe or perform
         any covenant contained in Sections 5.07 to 5.11,
         inclusive;

            (c)  the Borrower shall fail to observe or perform
         any covenant or agreement contained in this Agreement
         (other than those covered by clause (a) or (b) above)
         for 10 days after notice thereof has been given to the
         Borrower by the Agent at the request of any Bank;

            (d)  any representation, warranty, certification
         or statement made by the Borrower in this Agreement or
         in any certificate, financial statement or other
         document delivered pursuant to this Agreement shall
         prove to have been incorrect in any material respect
         when made (or deemed made);

            (e)  the Borrower or any Subsidiary shall fail to
         make any payment in respect of any Material Financial
         Obligations when due or, if later, within any
         applicable grace period;

            (f)  any event or condition shall occur which
         results in the acceleration of the maturity of or the
         termination of the commitment in respect of any
         Material Financial Obligations or enables the holder of
         such Material Financial Obligations or any Person
         acting on such holder's behalf to accelerate the
         maturity thereof or terminate the commitment in respect
         thereof;

            (g)  the Borrower or any Significant Subsidiary
         shall commence a voluntary case or other proceeding
         seeking liquidation, reorganization or other relief
         with respect to itself or its debts under any
         bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a
         trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its
         property, or shall consent to any such relief or to the
         appointment of or taking possession by any such
         official in an involuntary case or other proceeding
         commenced against it, or shall make a general
         assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or shall
         take any corporate action to authorize any of the
         foregoing;

            (h)  an involuntary case or other proceeding shall
         be commenced against the Borrower or any Significant
         Subsidiary seeking liquidation, reorganization or other
         relief with respect to it or its debts under any
         bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a
         trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its
         property, and such involuntary case or other proceeding
         shall remain undismissed and unstayed for a period of
         60 days; or an order for relief shall be entered
         against the Borrower or any Significant Subsidiary
         under the federal bankruptcy laws as now or hereafter
         in effect;

            (i)  any member of the ERISA Group shall fail to
         pay when due an amount or amounts aggregating in excess
         of $5,000,000 which it shall have become liable to pay
         under Title IV of ERISA; or notice of intent to
         terminate a Material Plan shall be filed under Title IV
         of ERISA by any member of the ERISA Group, any plan
         administrator or any combination of the foregoing; or
         the PBGC shall institute proceedings under Title IV of
         ERISA to terminate, to impose liability (other than for
         premiums under Section 4007 of ERISA) in respect of, or
         to cause a trustee to be appointed to administer any
         Material Plan; or a condition shall exist by reason of
         which the PBGC would be entitled to obtain a decree
         adjudicating that any Material Plan must be terminated;
         or there shall occur a complete or partial withdrawal
         from, or a default, within the meaning of Section
         4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more
         members of the ERISA Group to incur a current payment
         obligation in excess of $5,000,000;

            (j)  judgments or orders for the payment of money
         in excess of $20,000,000 in the aggregate shall be
         rendered against the Borrower or any Subsidiary and
         such judgments or orders shall continue unsatisfied and
         unstayed for a period of 10 days; or

            (k)  any person or group of persons (within the
         meaning of Section 13 or 14 of the Securities Exchange
         Act of 1934, as amended) shall have acquired beneficial
         ownership (within the meaning of Rule 13d-3 promulgated
         by the Securities and Exchange Commission under said
         Act) of 20% or more of the outstanding shares of common
         stock of the Borrower; or, during any period of 12
         consecutive calendar months, individuals who were
         directors of the Borrower on the first day of such
         period shall cease to constitute a majority of the
         board of directors of the Borrower;

  then, and in every such event, the Agent shall (i) if
  requested by Banks having more than 50% in aggregate amount
  of the Commitments, by notice to the Borrower terminate the
  Commitments and they shall thereupon terminate, and (ii) if
  requested by Banks holding Notes evidencing more than 50% in
  aggregate principal amount of the Loans, by notice to the
  Borrower declare the Notes (together with accrued interest
  thereon) to be, and the Notes shall thereupon become,
  immediately due and payable without presentment, demand,
  protest or other notice of any kind, all of which are hereby
  waived by the Borrower; provided that in the case of any of
  the Events of Default specified in clause (g) or (h) above
  with respect to the Borrower, without any notice to the
  Borrower or any other act by the Agent or the Banks, the
  Commitments shall thereupon terminate and the Notes
  (together with accrued interest thereon) shall become
  immediately due and payable without presentment, demand,
  protest or other notice of any kind, all of which are hereby
  waived by the Borrower.

            SECTION 6.02.  Notice of Default.  The Agent shall
  give notice to the Borrower under Section 6.01(c) promptly
  upon being requested to do so by any Bank and shall
  thereupon notify all the Banks thereof.


                              ARTICLE VII

                               THE AGENT


            SECTION 7.01.  Appointment and Authorization.
  Each Bank irrevocably appoints and authorizes the Agent to
  take such action as agent on its behalf and to exercise such
  powers under this Agreement and the Notes as are delegated
  to the Agent by the terms hereof or thereof, together with
  all such powers as are reasonably incidental thereto.

            SECTION 7.02.  Agent and Affiliates.  Morgan
  Guaranty Trust Company of New York shall have the same
  rights and powers under this Agreement as any other Bank and
  may exercise or refrain from exercising the same as though
  it were not the Agent, and Morgan Guaranty Trust Company of
  New York and its affiliates may accept deposits from, lend
  money to, and generally engage in any kind of business with
  the Borrower or any Subsidiary or affiliate of the Borrower
  as if it were not the Agent hereunder.

            SECTION 7.03.  Action by Agent.  The obligations
  of the Agent hereunder are only those expressly set forth
  herein.  Without limiting the generality of the foregoing,
  the Agent shall not be required to take any action with
  respect to any Default, except as expressly provided in
  Article VI.

            SECTION 7.04.  Consultation with Experts.  The
  Agent may consult with legal counsel (who may be counsel for
  the Borrower), independent public accountants and other
  experts selected by it and shall not be liable for any
  action taken or omitted to be taken by it in good faith in
  accordance with the advice of such counsel, accountants or
  experts.

            SECTION 7.05.  Liability of Agent.  Neither the
  Agent nor any of its affiliates nor any of their respective
  directors, officers, agents or employees shall be liable for
  any action taken or not taken by it in connection herewith
  (i) with the consent or at the request of the Required Banks
  or (ii) in the absence of its own gross negligence or
  willful misconduct.  Neither the Agent nor any of its
  affiliates nor any of their respective directors, officers,
  agents or employees shall be responsible for or have any
  duty to ascertain, inquire into or verify (i) any statement,
  warranty or representation made in connection with this
  Agreement or any borrowing hereunder; (ii) the performance
  or observance of any of the covenants or agreements of the
  Borrower; (iii) the satisfaction of any condition specified
  in Article III, except receipt of items required to be
  delivered to the Agent; or (iv) the validity, effectiveness
  or genuineness of this Agreement, the Notes or any other
  instrument or writing furnished in connection herewith.  The
  Agent shall not incur any liability by acting in reliance
  upon any notice, consent, certificate, statement, or other
  writing (which may be a bank wire, telex, facsimile
  transmission or similar writing) believed by it to be
  genuine or to be signed by the proper party or parties.

            SECTION 7.06.  Indemnification.  Each Bank shall,
  ratably in accordance with its Commitment, indemnify the
  Agent, its affiliates and their respective directors,
  officers, agents and employees (to the extent not reimbursed
  by the Borrower) against any cost, expense (including
  counsel fees and disbursements), claim, demand, action, loss
  or liability (except such as result from such indemnitees'
  gross negligence or willful misconduct) that such
  indemnitees may suffer or incur in connection with this
  Agreement or any action taken or omitted by such indemnitees
  hereunder.

            SECTION 7.07.  Credit Decision.  Each Bank
  acknowledges that it has, independently and without reliance
  upon the Agent or any other Bank, and based on such
  documents and information as it has deemed appropriate, made
  its own credit analysis and decision to enter into this
  Agreement.  Each Bank also acknowledges that it will,
  independently and without reliance upon the Agent or any
  other Bank, and based on such documents and information as
  it shall deem appropriate at the time, continue to make its
  own credit decisions in taking or not taking any action
  under this Agreement.

            SECTION 7.08.  Successor Agent.  The Agent may
  resign at any time by giving notice thereof to the Banks and
  the Borrower.  Upon any such resignation, the Required Banks
  shall have the right to appoint a successor Agent.  If no
  successor Agent shall have been so appointed by the Required
  Banks, and shall have accepted such appointment, within 30
  days after the retiring Agent gives notice of resignation,
  then the retiring Agent may, on behalf of the Banks, appoint
  a successor Agent, which shall be a commercial bank
  organized or licensed under the laws of the United States of
  America or of any State thereof and having a combined
  capital and surplus of at least $50,000,000.  Upon the
  acceptance of its appointment as Agent hereunder by a
  successor Agent, such successor Agent shall thereupon
  succeed to and become vested with all the rights and duties
  of the retiring Agent, and the retiring Agent shall be
  discharged from its duties and obligations hereunder.  After
  any retiring Agent's resignation hereunder as Agent, the
  provisions of this Article shall inure to its benefit as to
  any actions taken or omitted to be taken by it while it was
  Agent.

            SECTION 7.09.  Agent's Fee.  The Borrower shall
  pay to the Agent for its own account fees in the amounts and
  at the times previously agreed upon between the Borrower and
  the Agent.


                             ARTICLE VIII

                        CHANGE IN CIRCUMSTANCES


            SECTION 8.01.  Basis for Determining Interest Rate
  Inadequate or Unfair.  If on or prior to the first day of
  any Interest Period for any Fixed Rate Borrowing:

            (a)  the Agent is advised by the Reference Banks
         that deposits in dollars (in the applicable amounts)
         are not being offered to the Reference Banks in the
         relevant market for such Interest Period, or

            (b)  in the case of a Committed Borrowing, Banks
         having 50% or more of the aggregate amount of the
         Commitments advise the Agent that the Adjusted CD Rate
         or the Adjusted London Interbank Offered Rate, as the
         case may be, as determined by the Agent will not
         adequately and fairly reflect the cost to such Banks of
         funding their CD Loans or Euro-Dollar Loans, as the
         case may be, for such Interest Period,

  the Agent shall forthwith give notice thereof to the
  Borrower and the Banks, whereupon until the Agent notifies
  the Borrower that the circumstances giving rise to such
  suspension no longer exist, the obligations of the Banks to
  make CD Loans or Euro-Dollar Loans, as the case may be,
  shall be suspended.  Unless the Borrower notifies the Agent
  at least two Domestic Business Days before the date of any
  Fixed Rate Borrowing for which a Notice of Borrowing has
  previously been given that it elects not to borrow on such
  date, (i) if such Fixed Rate Borrowing is a Committed
  Borrowing, such Borrowing shall instead be made as a Base
  Rate Borrowing and (ii) if such Fixed Rate Borrowing is a
  Money Market LIBOR Borrowing, the Money Market LIBOR Loans
  comprising such Borrowing shall bear interest for each day
  from and including the first day to but excluding the last
  day of the Interest Period applicable thereto at the Base
  Rate for such day.

            SECTION 8.02.  Illegality.  If, on or after the
  date of this Agreement, the adoption of any applicable law,
  rule or regulation, or any change in any applicable law,
  rule or regulation, or any change in the interpretation or
  administration thereof by any governmental authority,
  central bank or comparable agency charged with the
  interpretation or administration thereof, or compliance by
  any Bank (or its Euro-Dollar Lending Office) with any
  request or directive (whether or not having the force of
  law) of any such authority, central bank or comparable
  agency shall make it unlawful or impossible for any Bank (or
  its Euro-Dollar Lending Office) to make, maintain or fund
  its Euro-Dollar Loans and such Bank shall so notify the
  Agent, the Agent shall forthwith give notice thereof to the
  other Banks and the Borrower, whereupon until such Bank
  notifies the Borrower and the Agent that the circumstances
  giving rise to such suspension no longer exist, the
  obligation of such Bank to make Euro-Dollar Loans shall be
  suspended.  Before giving any notice to the Agent pursuant
  to this Section, such Bank shall designate a different
  Euro-Dollar Lending Office if such designation will avoid
  the need for giving such notice and will not, in the
  judgment of such Bank, be otherwise disadvantageous to such
  Bank.  If such Bank shall determine that it may not lawfully
  continue to maintain and fund any of its outstanding
  Euro-Dollar Loans to maturity and shall so specify in such
  notice, the Borrower shall immediately prepay in full the
  then outstanding principal amount of each such Euro-Dollar
  Loan, together with accrued interest thereon.  Concurrently
  with prepaying each such Euro-Dollar Loan, the Borrower
  shall borrow a Base Rate Loan in an equal principal amount
  from such Bank (on which interest and principal shall be
  payable contemporaneously with the related Euro-Dollar Loans
  of the other Banks), and such Bank shall make such a Base
  Rate Loan.

            SECTION 8.03.  Increased Cost and Reduced Return.
  (a)  If on or after (x) the date hereof, in the case of any
  Committed Loan or any obligation to make Committed Loans or
  (y) the date of the related Money Market Quote, in the case
  of any Money Market Loan, the adoption of any applicable
  law, rule or regulation, or any change in any applicable
  law, rule or regulation, or any change in the interpretation
  or administration thereof by any governmental authority,
  central bank or comparable agency charged with the
  interpretation or administration thereof, or compliance by
  any Bank (or its Applicable Lending Office) with any request
  or directive (whether or not having the force of law) of any
  such authority, central bank or comparable agency shall
  impose, modify or deem applicable any reserve (including,
  without limitation, any such requirement imposed by the
  Board of Governors of the Federal Reserve System, but
  excluding (i) with respect to any CD Loan any such
  requirement included in an applicable Domestic Reserve
  Percentage and (ii) with respect to any Euro-Dollar Loan any
  such requirement included in an applicable Euro-Dollar
  Reserve Percentage), special deposit, insurance assessment
  (excluding, with respect to any CD Loan, any such
  requirement reflected in an applicable Assessment Rate) or
  similar requirement against assets of, deposits with or for
  the account of, or credit extended by, any Bank (or its
  Applicable Lending Office) or shall impose on any Bank (or
  its Applicable Lending Office) or on the United States
  market for certificates of deposit or the London interbank
  market any other condition affecting its Fixed Rate Loans,
  its Note or its obligation to make Fixed Rate Loans and the
  result of any of the foregoing is to increase the cost to
  such Bank (or its Applicable Lending Office) of making or
  maintaining any Fixed Rate Loan, or to reduce the amount of
  any sum received or receivable by such Bank (or its
  Applicable Lending Office) under this Agreement or under its
  Note with respect thereto, by an amount deemed by such Bank
  to be material, then, within 15 days after demand by such
  Bank (with a copy to the Agent), the Borrower shall pay to
  such Bank such additional amount or amounts as will
  compensate such Bank for such increased cost or reduction.

            (b)  If any Bank shall have determined that, after
  the date hereof, the adoption of any applicable law, rule or
  regulation regarding capital adequacy, or any change in any
  such law, rule or regulation, or any change in the
  interpretation or administration thereof by any governmental
  authority, central bank or comparable agency charged with
  the interpretation or administration thereof, or any request
  or directive regarding capital adequacy (whether or not
  having the force of law) of any such authority, central bank
  or comparable agency, has or would have the effect of
  reducing the rate of return on capital of such Bank (or its
  Parent) as a consequence of such Bank's obligations
  hereunder to a level below that which such Bank (or its
  Parent) could have achieved but for such adoption, change,
  request or directive (taking into consideration its policies
  with respect to capital adequacy) by an amount deemed by
  such Bank to be material, then from time to time, within 15
  days after demand by such Bank (with a copy to the Agent),
  the Borrower shall pay to such Bank such additional amount
  or amounts as will compensate such Bank (or its Parent) for
  such reduction.


            (c)  Each Bank will promptly notify the Borrower
  and the Agent of any event of which it has knowledge,
  occurring after the date hereof, which will entitle such
  Bank to compensation pursuant to this Section and will
  designate a different Applicable Lending Office if such
  designation will avoid the need for, or reduce the amount
  of, such compensation and will not, in the judgment of such
  Bank, be otherwise disadvantageous to such Bank.  A
  certificate of any Bank claiming compensation under this
  Section and setting forth the additional amount or amounts
  to be paid to it hereunder shall be conclusive in the
  absence of manifest error.  In determining such amount, such
  Bank may use any reasonable averaging and attribution
  methods.

            SECTION 8.04.  Taxes.  (a)  For purposes of this
  Section 8.04, the following terms have the following
  meanings:

            "Taxes" means any and all present or future taxes,
  duties, levies, imposts, deductions, charges or withholdings
  with respect to any payment by the Borrower pursuant to this
  Agreement or under any Note, and all liabilities with
  respect thereto, excluding (i) in the case of each Bank and
  the Agent, taxes imposed on its income, and franchise or
  similar taxes imposed on it, by a jurisdiction under the
  laws of which such Bank or the Agent (as the case may be) is
  organized or in which its principal executive office is
  located or, in the case of each Bank, in which its
  Applicable Lending Office is located and (ii) in the case of
  each Bank, any United States withholding tax imposed on such
  payments but only to the extent that such Bank is subject to
  United States withholding tax at the time such Bank first
  becomes a party to this Agreement.

            "Other Taxes" means any present or future stamp or
  documentary taxes and any other excise or property taxes, or
  similar charges or levies, which arise from any payment made
  pursuant to this Agreement or under any Note or from the
  execution or delivery of, or otherwise with respect to, this
  Agreement or any Note.

            (b)  Any and all payments by the Borrower to or
  for the account of any Bank or the Agent hereunder or under
  any Note shall be made without deduction for any Taxes or
  Other Taxes; provided that, if the Borrower shall be
  required by law to deduct any Taxes or Other Taxes from any
  such payments, (i) the sum payable shall be increased as
  necessary so that after making all required deductions
  (including deductions applicable to additional sums payable
  under this Section 8.04) such Bank or the Agent (as the case
  may be) receives an amount equal to the sum it would have
  received had no such deductions been made, (ii) the Borrower
  shall make such deductions, (iii) the Borrower shall pay the
  full amount deducted to the relevant taxation authority or
  other authority in accordance with applicable law and
  (iv) the Borrower shall furnish to the Agent, at its address
  referred to in Section 9.01, the original or a certified
  copy of a receipt evidencing payment thereof.

            (c)  The Borrower agrees to indemnify each Bank
  and the Agent for the full amount of Taxes or Other Taxes
  (including, without limitation, any Taxes or Other Taxes
  imposed or asserted by any jurisdiction on amounts payable
  under this Section 8.04) paid by such Bank or the Agent (as
  the case may be) and any liability (including penalties,
  interest and expenses) arising therefrom or with respect
  thereto.  This indemnification shall be paid within 15 days
  after such Bank or the Agent (as the case may be) makes
  demand therefor.

            (d)  Each Bank organized under the laws of a
  jurisdiction outside the United States, on or prior to the
  date of its execution and delivery of this Agreement in the
  case of each Bank listed on the signature pages hereof and
  on or prior to the date on which it becomes a Bank in the
  case of each other Bank, and from time to time thereafter if
  requested in writing by the Borrower (but only so long as
  such Bank remains lawfully able to do so), shall provide the
  Borrower with Internal Revenue Service form 1001 or 4224, as
  appropriate, or any successor form prescribed by the
  Internal Revenue Service, certifying that such Bank is
  entitled to benefits under an income tax treaty to which the
  United States is a party which exempts the Bank from United
  States withholding tax or reduces the rate of withholding
  tax on payments of interest for the account of such Bank or
  certifying that the income receivable pursuant to this
  Agreement is effectively connected with the conduct of a
  trade or business in the United States.

            (e)  For any period with respect to which a Bank
  has failed to provide the Borrower with the appropriate form
  pursuant to Section 8.04(d) (unless such failure is due to a
  change in treaty, law or regulation occurring subsequent to
  the date on which such form originally was required to be
  provided), such Bank shall not be entitled to
  indemnification under Section 8.04(b) or (c) with respect to
  Taxes imposed by the United States; provided that if a Bank,
  which is otherwise exempt from or subject to a reduced rate
  of withholding tax, becomes subject to Taxes because of its
  failure to deliver a form required hereunder, the Borrower
  shall take such steps as such Bank shall reasonably request
  to assist such Bank to recover such Taxes.

            (f)  If the Borrower is required to pay additional
  amounts to or for the account of any Bank pursuant to this
  Section 8.04, then such Bank will change the jurisdiction of
  its Applicable Lending Office if, in the judgment of such
  Bank, such change (i) will eliminate or reduce any such
  additional payment which may thereafter accrue and (ii) is
  not otherwise disadvantageous to such Bank.

            SECTION 8.05.  Base Rate Loans Substituted for
  Affected Fixed Rate Loans.  If (i) the obligation of any
  Bank to make Euro-Dollar Loans has been suspended pursuant
  to Section 8.02 or (ii) any Bank has demanded compensation
  under Section 8.03 or 8.04 with respect to its CD Loans or
  Euro-Dollar Loans and the Borrower shall, by at least five
  Euro-Dollar Business Days' prior notice to such Bank through
  the Agent, have elected that the provisions of this Section
  shall apply to such Bank, then, unless and until such Bank
  notifies the Borrower that the circumstances giving rise to
  such suspension or demand for compensation no longer exist:

            (a)  all Loans which would otherwise be made by
         such Bank as CD Loans or Euro-Dollar Loans, as the case
         may be, shall be made instead as Base Rate Loans (on
         which interest and principal shall be payable
         contemporaneously with the related Fixed Rate Loans of
         the other Banks), and

            (b)  after each of its CD Loans or Euro-Dollar
         Loans, as the case may be, has been repaid, all
         payments of principal which would otherwise be applied
         to repay such Fixed Rate Loans shall be applied to
         repay its Base Rate Loans instead.

            SECTION 8.06.  Substitution of Bank.  If (i) the
  obligation of any Bank to make Euro-Dollar Loans has been
  suspended pursuant to Section 8.02 or (ii) any Bank has
  demanded compensation under Section 8.03 or 8.04, the
  Borrower shall have the right, with the assistance of the
  Agent, to seek a mutually satisfactory substitute bank or
  banks (which may be one or more of the Banks) to purchase
  the Note and assume the Commitment of such Bank.


                              ARTICLE IX

                             MISCELLANEOUS


            SECTION 9.01.  Notices.  All notices, requests and
  other communications to any party hereunder shall be in
  writing (including bank wire, telex, facsimile transmission
  or similar writing) and shall be given to such party:  (x)
  in the case of the Borrower or the Agent, at its address,
  facsimile number or telex number set forth on the signature
  pages hereof, (y) in the case of any Bank, at its address,
  facsimile number or telex number set forth in its
  Administrative Questionnaire or (z) in the case of any
  party, such other address, facsimile number or telex number
  as such party may hereafter specify for the purpose by
  notice to the Agent and the Borrower.  Each such notice,
  request or other communication shall be effective (i) if
  given by telex, when such telex is transmitted to the telex
  number specified in this Section and the appropriate
  answerback is received, (ii) if given by facsimile
  transmission, when transmitted to the facsimile number
  specified in this Section and confirmation of receipt is
  received, (iii) if given by mail, 72 hours after such
  communication is deposited in the mails with first class
  postage prepaid, addressed as aforesaid or (iv) if given by
  any other means, when delivered at the address specified in
  this Section; provided that notices to the Agent under
  Article II or Article VIII shall not be effective until
  received.

            SECTION 9.02.  No Waivers.  No failure or delay by
  the Agent or any Bank in exercising any right, power or
  privilege hereunder or under any Note shall operate as a
  waiver thereof nor shall any single or partial exercise
  thereof preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege.  The
  rights and remedies herein provided shall be cumulative and
  not exclusive of any rights or remedies provided by law.

            SECTION 9.03.  Expenses; Indemnification. (a) The
  Borrower shall pay (i) all out-of-pocket expenses of the
  Agent, including fees and disbursements of special counsel
  for the Agent, in connection with the preparation and
  administration of this Agreement, any waiver or consent
  hereunder or any amendment hereof or any Default or alleged
  Default hereunder and (ii) if an Event of Default occurs,
  all out-of-pocket expenses incurred by the Agent and each
  Bank, including (without duplication) the fees and
  disbursements of outside counsel and the allocated cost of
  inside counsel, in connection with such Event of Default and
  collection, bankruptcy, insolvency and other enforcement
  proceedings resulting therefrom.

            (b)  The Borrower agrees to indemnify the Agent
  and each Bank, their respective affiliates and the
  respective directors, officers, agents and employees of the
  foregoing (each an "Indemnitee") and hold each Indemnitee
  harmless from and against any and all liabilities, losses,
  damages, costs and expenses of any kind, including, without
  limitation, the reasonable fees and disbursements of
  counsel, which may be incurred by such Indemnitee in
  connection with any investigative, administrative or
  judicial proceeding (whether or not such Indemnitee shall be
  designated a party thereto) brought or threatened relating
  to or arising out of this Agreement or any actual or
  proposed use of proceeds of Loans hereunder; provided that
  no Indemnitee shall have the right to be indemnified
  hereunder for such Indemnitee's own gross negligence or
  willful misconduct as determined by a court of competent
  jurisdiction.

            SECTION 9.04.  Sharing of Set-Offs.  Each Bank
  agrees that if it shall, by exercising any right of set-off
  or counterclaim or otherwise, receive payment of a
  proportion of the aggregate amount of principal and interest
  due with respect to any Note held by it which is greater
  than the proportion received by any other Bank in respect of
  the aggregate amount of principal and interest due with
  respect to any Note held by such other Bank, the Bank
  receiving such proportionately greater payment shall
  purchase such participations in the Notes held by the other
  Banks, and such other adjustments shall be made, as may be
  required so that all such payments of principal and interest
  with respect to the Notes held by the Banks shall be shared
  by the Banks pro rata; provided that nothing in this Section
  shall impair the right of any Bank to exercise any right of
  set-off or counterclaim it may have and to apply the amount
  subject to such exercise to the payment of indebtedness of
  the Borrower other than its indebtedness hereunder.  The
  Borrower agrees, to the fullest extent it may effectively do
  so under applicable law, that any holder of a participation
  in a Note, whether or not acquired pursuant to the foregoing
  arrangements, may exercise rights of set-off or counterclaim
  and other rights with respect to such participation as fully
  as if such holder of a participation were a direct creditor
  of the Borrower in the amount of such participation.

            SECTION 9.05.  Amendments and Waivers.  Any
  provision of this Agreement or the Notes may be amended or
  waived if, but only if, such amendment or waiver is in
  writing and is signed by the Borrower and the Required Banks
  (and, if the rights or duties of the Agent are affected
  thereby, by the Agent); provided that no such amendment or
  waiver shall, unless signed by all the Banks, (i) increase
  or decrease the Commitment of any Bank (except for a ratable
  decrease in the Commitments of all Banks) or subject any
  Bank to any additional obligation, (ii) reduce the principal
  of, accrued interest on, or rate of interest on any Loan or
  any fees hereunder, (iii) postpone the date fixed for any
  payment of principal of or interest on any Loan or any fees
  hereunder or for any reduction or termination of any
  Commitment, (iv) change the aggregate amount by which or to
  which the Commitments are required to be reduced on or prior
  to any Commitment Reduction Date or (v) change the
  percentage of the Commitments or of the aggregate unpaid
  principal amount of the Notes, or the number of Banks, which
  shall be required for the Banks or any of them to take any
  action under this Section or any other provision of this
  Agreement.

            SECTION 9.06.  Successors and Assigns. (a)  The
  provisions of this Agreement shall be binding upon and inure
  to the benefit of the parties hereto and their respective
  successors and assigns, except that the Borrower may not
  assign or otherwise transfer any of its rights under this
  Agreement without the prior written consent of all Banks.

            (b)  Any Bank may at any time grant to one or more
  banks or other institutions (each a "Participant")
  participating interests in its Commitment or any or all of
  its Loans.  In the event of any such grant by a Bank of a
  participating interest to a Participant, whether or not upon
  notice to the Borrower and the Agent, such Bank shall remain
  responsible for the performance of its obligations
  hereunder, and the Borrower and the Agent shall continue to
  deal solely and directly with such Bank in connection with
  such Bank's rights and obligations under this Agreement.
  Any agreement pursuant to which any Bank may grant such a
  participating interest shall provide that such Bank shall
  retain the sole right and responsibility to enforce the
  obligations of the Borrower hereunder including, without
  limitation, the right to approve any amendment, modification
  or waiver of any provision of this Agreement; provided that
  such participation agreement may provide that such Bank will
  not agree to any modification, amendment or waiver of this
  Agreement described in clause (i), (ii), (iii) or (iv) of
  Section 9.05 without the consent of the Participant.  The
  Borrower agrees that each Participant shall, to the extent
  provided in its participation agreement, be entitled to the
  benefits of Article VIII with respect to its participating
  interest.  An assignment or other transfer which is not
  permitted by subsection (c) or (d) below shall be given
  effect for purposes of this Agreement only to the extent of
  a participating interest granted in accordance with this
  subsection (b).

            (c)  Any Bank may at any time assign to one or
  more banks or other institutions (each an "Assignee") all,
  or a proportionate part of all, of its rights and
  obligations under this Agreement and the Notes, and such
  Assignee shall assume such rights and obligations, pursuant
  to an Assignment and Assumption Agreement in substantially
  the form of Exhibit G hereto executed by such Assignee and
  such transferor Bank, with (and subject to) the subscribed
  consent of the Borrower and the Agent; provided that if an
  Assignee is an affiliate of such transferor Bank or was a
  Bank immediately prior to such assignment, no such consent
  shall be required; and provided further that such assignment
  may, but need not, include rights of the transferor Bank in
  respect of outstanding Money Market Loans.  Upon execution
  and delivery of such instrument and payment by such Assignee
  to such transferor Bank of an amount equal to the purchase
  price agreed between such transferor Bank and such Assignee,
  such Assignee shall be a Bank party to this Agreement and
  shall have all the rights and obligations of a Bank with a
  Commitment as set forth in such instrument of assumption,
  and the transferor Bank shall be released from its
  obligations hereunder to a corresponding extent, and no
  further consent or action by any party shall be required.
  Upon the consummation of any assignment pursuant to this
  subsection (c), the transferor Bank, the Agent and the
  Borrower shall make appropriate arrangements so that, if
  required, a new Note is issued to the Assignee.  In
  connection with any such assignment, the transferor Bank
  shall pay to the Agent an administrative fee for processing
  such assignment in the amount of $2,500.  If the Assignee is
  not incorporated under the laws of the United States of
  America or a state thereof, it shall deliver to the Borrower
  and the Agent certification as to exemption from deduction
  or withholding of any United States federal income taxes in
  accordance with Section 8.04.

            (d)  Any Bank may at any time assign all or any
  portion of its rights under this Agreement and its Note to a
  Federal Reserve Bank.  No such assignment shall release the
  transferor Bank from its obligations hereunder.

            (e)  No Assignee, Participant or other transferee
  of any Bank's rights shall be entitled to receive any
  greater payment under Section 8.03 or 8.04 than such Bank
  would have been entitled to receive with respect to the
  rights transferred, unless such transfer is made with the
  Borrower's prior written consent or by reason of the
  provisions of Section 8.02, 8.03 or 8.04 requiring such Bank
  to designate a different Applicable Lending Office under
  certain circumstances or at a time when the circumstances
  giving rise to such greater payment did not exist.

            SECTION 9.07.  Collateral.  Each of the Banks
  represents to the Agent and each of the other Banks that it
  in good faith is not relying upon any "margin stock" (as
  defined in Regulation U) as collateral in the extension or
  maintenance of the credit provided for in this Agreement.

            SECTION 9.08.  Governing Law; Submission to
  Jurisdiction.  This Agreement and each Note shall be
  governed by and construed in accordance with the laws of the
  State of New York.  The Borrower hereby submits to the
  nonexclusive jurisdiction of the United States District
  Court for the Southern District of New York and of any New
  York State court sitting in New York City for purposes of
  all legal proceedings arising out of or relating to this
  Agreement or the transactions contemplated hereby.  The
  Borrower irrevocably waives, to the fullest extent permitted
  by law, any objection which it may now or hereafter have to
  the laying of the venue of any such proceeding brought in
  such a court and any claim that any such proceeding brought
  in such a court has been brought in an inconvenient forum.

            SECTION 9.09.  Counterparts; Integration.  This
  Agreement 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 Agreement constitutes the entire agreement
  and understanding among the parties hereto and supersedes
  any and all prior agreements and understandings, oral or
  written, relating to the subject matter hereof.

            SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH OF THE
  BORROWER, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES
  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
  TRANSACTIONS CONTEMPLATED HEREBY.

            IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed by their respective
  authorized officers as of the day and year first above
  written.


                           THE PERKIN-ELMER CORPORATION



                           By  /s/ William F. Emswiler
                           Title:  Vice President, Finance
                           761 Main Avenue
                           Norwalk, Connecticut 06859-0001
                           Telex number: 965954
                           Facsimile number: (203) 761-5000


  Commitments

  $20,000,000              MORGAN GUARANTY TRUST COMPANY
                               OF NEW YORK



                             By  /s/ Sandra J.S. Kurek
                                Title:  Associate


  $20,000,000              CITIBANK, N.A.



                             By  /s/ James M. Walsh
                               Title:  Attorney-in-Fact


  $20,000,000              CREDIT SUISSE



                             By  /s/ Lynn Allegaert
                               Title:  Member of Senior
                                       Management



                             By  /s/ Demian M. Gage
                                Title:  Associate
  $10,000,000              BANQUE NATIONALE DE PARIS



                             By  /s/ Eric Vigne
                               Title:  Senior Vice President



                             By  /s/ Sophie Revillard Kaufman
                               Title:  Vice President


  $10,000,000              CHEMICAL BANK



                             By  /s/ Edmond DeForest
                               Title:  Vice President


  $10,000,000              THE INDUSTRIAL BANK OF JAPAN,
                               LIMITED



                             By  /s/ Takeshi Kawano
                               Title:  Senior Vice President


  $10,000,000              WACHOVIA BANK OF GEORGIA, N.A.



                             By  /s/ Linda M. Harris
                               Title:  Senior Vice President

  _________________

  Total Commitments

  $100,000,000
  =================
                             MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK, as Agent



                             By  /s/ Sandra J.S. Kurek
                               Title:  Associate
                             60 Wall Street
                             New York, New York  10260-0060
                             Attention: Loan Department
                             Telex number: 177615 MGT UT
                               Facsimile number: (212) 648-5014

PRICING SCHEDULE The "Euro-Dollar Margin", "CD Margin", "Commitment Fee Rate" and "Facility Fee Rate" for any day are the respective percentages set forth below in the applicable row under the column corresponding to the Status that exists on such day: Level Level Level Level Level Status I II III IV V Euro-Dollar Margin 0.2375% 0.275% 0.350% 0.375% 0.500% CD Margin 0.3625% 0.400% 0.475% 0.500% 0.625% Commitment Fee Rate 0.025% 0.025% 0.050% 0.050% 0.0625% Facility Fee Rate 0.075% 0.100% 0.100% 0.175% 0.250% For purposes of this Schedule, the following terms have the following meanings: "Level I Status" exists at any date if, at such date, the Applicable Leverage Ratio is equal to or less than 0.25 and the Applicable Interest Coverage Ratio is equal to or greater than 8.0. "Level II Status" exists at any date if, at such date, (i) the Applicable Leverage Ratio is equal to or less than 0.33 and the Applicable Interest Coverage Ratio is equal to or greater than 6.0 and (ii) Level I Status does not exist. "Level III Status" exists at any date if, at such date, (i) the Applicable Leverage Ratio is equal to or less than 0.375 and the Applicable Interest Coverage Ratio is equal to or greater than 4.5 and (ii) neither Level I Status nor Level II Status exists. "Level IV Status" exists at any date if, at such date, (i) the Applicable Leverage Ratio is equal to or less than 0.47 and the Applicable Interest Coverage Ratio is equal or greater than 3.0 and (ii) none of Level I Status, Level II Status and Level III Status exists. "Level V Status" exists at any date if, at such date, no other Status exists. "Applicable Interest Coverage Ratio" means, with respect to each day during any Quarter, the Interest Coverage Ratio for the period of four consecutive Quarters ending with the immediately preceding Quarter. "Applicable Leverage Ratio" means, for each day during any Quarter, the Leverage Ratio as at the last day of the immediately preceding Quarter. "Quarter" means each period of three consecutive calendar months consisting of (i) January, February and March; (ii) April, May and June; (iii) July, August and September and (iv) October, November and December. "Status" refers to the determination of which of Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status exists at any date. The Applicable Leverage Ratio and Applicable Interest Coverage Ratio for each Quarter shall be determined initially on the basis of an estimate which shall be furnished by the Borrower to the Agent not later than the earlier of (i) the 60th day of such Quarter and (ii) the tenth day prior to the first day (if any) during such Quarter on which interest is payable in respect of Euro- Dollar Loans or CD Loans. If when finally determined the actual Applicable Leverage Ratio or Applicable Interest Coverage Ratio differs from the estimate, appropriate adjustments shall be made as determined by the Agent. EXHIBIT A NOTE New York, New York , 19 For value received, The Perkin-Elmer Corporation, a New York corporation (the "Borrower"), promises to pay to the order of (the "Bank"), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the last day of the Interest Period relating to such Loan. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York. All Loans made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in the Three-Year Credit Agreement dated as of June 1, 1994 among the Borrower, the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Agent (as the same may be amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. THE PERKIN-ELMER CORPORATION By________________________ Title: Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL __________________________________________________________________ Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ EXHIBIT B Form of Money Market Quote Request [Date] To: Morgan Guaranty Trust Company of New York (the "Agent") From: The Perkin-Elmer Corporation Re: Three-Year Credit Agreement (the "Credit Agreement") dated as of June 1, 1994 among the Borrower, the Banks listed on the signature pages thereof and the Agent We hereby give notice pursuant to Section 2.03 of the Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount Interest Period $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Credit Agreement. THE PERKIN-ELMER CORPORATION By________________________ Title: EXHIBIT C Form of Invitation for Money Market Quotes To: [Name of Bank] Re: Invitation for Money Market Quotes to The Perkin-Elmer Corporation (the "Borrower") Pursuant to Section 2.03 of the Three-Year Credit Agreement dated as of June 1, 1994 among the Borrower, the Banks parties thereto and the undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to submit Money Market Quotes to the Borrower for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount Interest Period $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than [2:00 P.M.] [9:15 A.M.] (New York City time) on [date]. MORGAN GUARANTY TRUST COMPANY OF NEW YORK By______________________ Authorized Officer

EXHIBIT D Form of Money Market Quote To: Morgan Guaranty Trust Company of New York, as Agent Re: Money Market Quote to The Perkin-Elmer Corporation (the "Borrower") In response to your invitation on behalf of the Borrower dated _____________, 19__, we hereby make the following Money Market Quote on the following terms: 1. Quoting Bank: ________________________________ 2. Person to contact at Quoting Bank: _____________________________ 3. Date of Borrowing: ____________________* 4. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market Amount** Period*** [Margin****] [Absolute Rate*****] $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]** __________ * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger multiple of $1,000,000. (notes continued on following page) We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Three-Year Credit Agreement dated as of June 1, 1994 among the Borrower, the Banks listed on the signature pages thereof and yourselves, as Agent, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated:_______________ By:__________________________ Authorized Officer __________ *** Not less than one month or not less than 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).

EXHIBIT E OPINION OF WILLIAM B. SAWCH COUNSEL FOR THE BORROWER To the Banks and the Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Dear Sirs: I am Vice President, General Counsel and Secretary of, and have acted as counsel to, The Perkin-Elmer Corporation (the "Borrower") in connection with the Three- Year Credit Agreement (the "Credit Agreement") dated as of June 1, 1994 among the Borrower, the banks listed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Agent. Terms defined in the Credit Agreement are used herein as therein defined. This opinion is being rendered to you at the request of my client pursuant to Section 3.01(c) of the Credit Agreement. I, or persons acting under my supervision, have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that: 1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of New York, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. 2. The execution, delivery and performance by the Borrower of the Credit Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument known by me to be binding upon the Borrower or any of its Significant Subsidiaries or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Significant Subsidiaries. 3. The Credit Agreement constitutes a valid and binding agreement of the Borrower and each Note constitutes a valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. 4. There is no action, suit or proceeding pending against, or to the best of my knowledge threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole or which in any manner draws into question the validity of the Credit Agreement or the Notes. 5. Each of the Borrower's Significant Subsidiaries is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Very truly yours,

EXHIBIT F OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL FOR THE AGENT To the Banks and the Agent Referred to Below c/o Morgan Guaranty Trust Company of New York, as Agent 60 Wall Street New York, New York 10260 Dear Sirs: We have participated in the preparation of the Three-Year Credit Agreement (the "Credit Agreement") dated as of June 1, 1994 among The Perkin-Elmer Corporation, a New York corporation (the "Borrower"), the banks listed on the signature pages thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as Agent (the "Agent"), and have acted as special counsel for the Agent for the purpose of rendering this opinion pursuant to Section 3.01(d) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: 1. The execution, delivery and performance by the Borrower of the Credit Agreement and the Notes are within the Borrower's corporate powers and have been duly authorized by all necessary corporate action. 2. The Credit Agreement constitutes a valid and binding agreement of the Borrower and each Note constitutes a valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Bank is located which limits the rate of interest that such Bank may charge or collect. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent. Very truly yours, EXHIBIT G ASSIGNMENT AND ASSUMPTION AGREEMENT AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"), THE PERKIN-ELMER CORPORATION (the "Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). W I T N E S S E T H WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates to the Three-Year Credit Agreement dated as of June 1, 1994 among the Borrower, the Assignor and the other Banks party thereto, as Banks, and the Agent (the "Credit Agreement"); WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrower in an aggregate principal amount at any time outstanding not to exceed $__________; WHEREAS, Committed Loans made to the Borrower by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof; and WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: SECTION 1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement. SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee[, the Borrower and the Agent] and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. SECTION 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the amount heretofore agreed between them. It is understood that commitment and/or facility fees with respect to the Assigned Amount accrued to the date hereof are for the account of the Assignor and such fees accruing from and including the date hereof are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party's interest therein and shall promptly pay the same to such other party. [SECTION 4. Consent of the Borrower and the Agent. This Agreement is conditioned upon the consent of the Borrower and the Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this Agreement by the Borrower and the Agent is evidence of this consent. Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver a Note payable to the order of the Assignee to evidence the assignment and assumption provided for herein.] SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower in respect of the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower. SECTION 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Agreement 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] By_________________________ Title: [ASSIGNEE] By__________________________ Title: THE PERKIN-ELMER CORPORATION By__________________________ Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By__________________________ Title:


                          CONTRACT




     AGREEMENT entered into as of the 29th day of July, 1974

between THE PERKIN-ELMER CORPORATION, a New York corporation

having its principal place of business at Norwalk,

Connecticut (hereinafter referred to as the "Company") and

GAYNOR N. KELLEY of New Canaan, Connecticut (hereinafter

referred to as "Kelley" or the "Employee").

     WHEREAS, Kelley has rendered the Company valuable

services and it is regarded as essential by the Company that

it shall have the benefit of his services during future

years, and

     WHEREAS, it is the desire of the Company to assist him

in providing for the contingencies of death and old age

dependency, and

     WHEREAS, it appears desirable to provide for retirement

at an age prior to the current normal retirement age of 65

years in appropriate cases so as to facilitate an orderly

succession in senior management positions of the Company,

     NOW, THEREFORE, it is hereby mutually agreed as

follows:

     (1)  Should Kelley still be in the employ of the

Company at age 65, his normal retirement age, the Company

(beginning on a date to be determined by the Company but

within 6 months from such date) will pay him annually for a

continuous period of 10 years an amount equal to $8,000.00.

Payment of this amount shall be made in quarterly

installments on the first days of the fiscal quarters of the

Company

     Should the Employee be in the employ of the Company at

age 65 and thereafter die but before the entire said 10

annual payments have been paid, the unpaid balance of the 10

annual payments will continue to be paid by the Company to

the beneficiary.

     (2)  Should the Employee die before age 65 while in the

employ of the Company, the Company (beginning on a date to

be determined by the Company but within 6 months from the

date of death) will pay annually for a continuous period of

10 years $8,000.00.  Payment of this amount shall be made in

quarterly installments on the first days of the fiscal

quarters of the Company.  Payments shall be made to his

beneficiary.

     (3)  If the Employee shall retire on or after age 60

and before age 65, with the written consent or at the

request of the Company, payments will be made by the Company

in the amount and in the manner provided in Paragraph (1) to

commence within 6 months of the date of retirement.

     (4)  Should the Employee's employment be terminated at

any time after the date hereof and prior to his attaining

age 60, with the written consent or by the act of the

Company, the Company will make payments in the manner

provided in Paragraph (1) to him or his beneficiary

commencing at age 60 or the date of his prior death in an

amount determined by multiplying the benefit set forth in

Paragraph (1) by a fraction, the numerator of which shall be

the number of whole months or major part thereof of

employment from the date hereof to the date of termination

of employment, and the denominator of which shall be the

number of whole months or major part thereof from the date

hereof to the date he attains age 60.

     (5)  Unless the Company shall consent in writing, the

Employee, if his employment be terminated other than by

death or disability or as provided in Paragraphs (3) or (4)

prior to his attaining age 65, shall forfeit all right to

benefits hereunder and the Company shall have no liability

for any payment to the Employee or a beneficiary.

     (6)  In the event the Employee shall become disabled so

that he is unable to perform his duties as an Employee and

so that he is entitled to benefits under a long range

disability insurance program made available by the Company,

or so that he would have been eligible for such benefits had

he elected to insure himself thereunder, the Company will

make payments as provided in Paragraph (1) above to commence

at age 65.

     In the event the Employee should die at any time after

becoming disabled and before attaining age 65, payments as

provided in this Paragraph (6) will be made to his

designated beneficiary commencing as of the date of the

Employee's death.

     (7)  The Company has or may procure a policy or

policies of life insurance upon the life of the Employee to

aid it in meeting its obligations under this Agreement.  It

is understood, however, that such policy or policies held by

the Company and the proceeds therefrom shall be treated as

the general assets of the Company; that they shall in no way

represent any vested, secured, or preferred interest of the

Employee or his beneficiaries under this Agreement; and that

the Company shall be under no obligation either to procure

or to continue life insurance in force upon the life of the

Employee.

     The Employee hereby agrees that he already has or will

submit to a physical examination and answer truthfully and

completely without mental reservation or concealment any

question or request for information by any insurance company

in connection with the issuance of any policy procured by

the Company under this Paragraph (7).  In the event the

Employee fails to do so or in the event the Employee dies by

suicide, and the liability of the insurer under such policy

is restricted as a result of such failure or suicide, then

the Company shall thereby be released from all of its

obligations under Paragraph (2) above.

     (8) If the Company shall procure any policy or policies

of life insurance in accordance with Paragraph (7) above and

shall have the option of including in any such policy an

accidental death or so-called "double indemnity" provision,

the Company will so advise the Employee and if the Employee

requests and agrees to pay any additional premium resulting

therefrom will include in the policy such accidental death

or double indemnity provisions as may be available and will

further provide or cause to be provided that any benefit

payable under or by reason of such provisions shall be paid

as a death benefit to the beneficiary designated by the

Employee hereunder; provided that in the event the Employee

shall cease to pay such additional premium the Company may

cancel any accidental death or double indemnity provision;

and further provided that the inclusion of such a provision

shall in no way affect the Company's right to cancel or

otherwise dispose of the policy, even though such action may

have the effect of terminating such provision.

     (9)  If during a period of 10 years from the

termination of his employment by the Company the Employee

shall engage in a business competitive with any business

activity engaged in by the Company during his period of

employment, including without limitation, designing or

manufacturing scientific instruments, electro-optical

systems, precision optics or electronic devices similar to

or in competition with those produced by the Company or any

subsidiary or affiliate thereof; or enter into the service

of any organization so engaged in such business (or any

subsidiary or affiliate of such an organization), or

personally engage in or enter the service of any

organization that is engaged in consulting work or research

or development or engineering activities for any

organization so engaged in such business (or any subsidiary

or affiliate of such an organization); then any liability of

the Company to make any further payments hereunder shall

cease.

     The investment of funds by the Employee in securities

of a corporation listed on a recognized stock exchange shall

not be considered to be a breach of the above paragraph.

     (10)  The Company may in its sole discretion grant the

Employee a leave of absence for a period not to exceed one

year during which time the Employee will be considered to be

still in the employ of the Company for the purposes of this

Agreement.

     (11)  The Company in its sole discretion and without

the consent of the Employee, his estate, beneficiaries or

any other person claiming through or under him, may commute

any payments which are due hereunder at the rate of 4% per

annum to a lump sum and pay such lump sum to the Employee or

to the beneficiary or beneficiaries entitled to receive

payment at the date of commutation and such payment shall be

a full discharge of the Company's liabilities hereunder.

The Company may also in its sole discretion and without the

consent of any other person accelerate the payment of any of

the sums payable hereunder.

     (12)  The right to receive payments under this

Agreement shall not be assignable nor subject to

anticipation, nor shall such right be subject to

garnishment, attachment or any other legal process of

creditors of the Employee or of any person or persons

designated as beneficiaries hereunder except to the extent

that this provision may be contrary to law.

     (13)  This Agreement creates no rights in the Employee

to continue in the employ of the Company for any length of

time nor does it create any rights in the Employee or

obligations on the part of the Company other than those set

forth herein.

     For purposes of the contract, the work "beneficiary"

shall mean the beneficiary or beneficiaries designated in

writing by the Employee.  The Employee may change a

beneficiary at any time by written notice to the Company

which shall take effect only on its receipt and

acknowledgment in writing by the Company.

     (14)  If the Company, or any corporation surviving or

resulting from any merger or consolidation to which the

Company may be a party or to which substantially all the

assets of the Company shall be sold or otherwise

transferred, shall at any time be merged or consolidated

with or into any other corporation or corporations or shall

otherwise transfer substantially all its assets to another

corporation, the terms and provisions of this Agreement

shall be binding upon and inure to the benefit of the

corporation surviving or resulting from such merger or

consolidation or to which such assets shall be so sold or

otherwise transferred.  Except as hereinafter provided, this

Agreement shall not be assignable by the Company or by the

Employee.

     This Agreement is solely between the Company and the

Employee.  The Employee and his beneficiaries designated

under Paragraph (2) above shall have recourse only against

the Company for enforcement and the Agreement shall be

binding upon the beneficiaries, heirs, executors and

administrators of the Employee and upon the successors and

assigns of the Company.

     This Agreement has been made, executed and delivered in

the State of Connecticut; and shall be governed in

accordance with the laws thereof.

     IN WITNESS WHEREOF the parties hereto have set their

hands and affixed the seal of the Corporation this 29th day

of July 1974.




                              THE PERKIN-ELMER CORPORATION



                              By /s/  R. H. Sorensen
                                   President


                                /s/  Gaynor N. Kelley


                Second Amendment to Contract

     AMENDED AGREEMENT entered into as of the 20th day of

January, 1983, between THE PERKIN-ELMER CORPORATION, a New

York corporation having its principal place of business at

Norwalk, Connecticut (hereinafter referred to as the

"Company"), and Gaynor N. Kelley, of 1801 Ponus Ridge Road,

New Canaan, Ct. 06840 (hereinafter referred to as

"Employee").

     WHEREAS, the Company and Employee have entered into an

Agreement, dated as of July 29, 1974 (hereinafter called the

"Original Agreement"), providing among other things for the

payment of certain compensation to Employee upon his

retirement from the Company;

     NOW, THEREFORE, it is hereby mutually agreed as

follows:

     (1)  The Original Agreement, as heretofore amended,

shall be further amended to add the following paragraph

after the second paragraph of Paragraph (1) of the Original

Agreement:

          "The Employee may elect in writing at any time

     prior to his normal retirement date one of the

     following optional forms of payment in lieu of the

     normal form of payment set forth above, with the annual

     value of such optional form of payment being

     actuarially reduced from such normal form of payment;

     provided, however, that such optional forms of payment

     are not available to an Employee in the event he dies

     or terminates his employment and is covered by

     paragraphs (2), (4), (5) or (6) of this Agreement;

          "Option 1.  Reduced annual payments payable during

     his life with the provision that if he shall not

     survive a period of ten years, such reduced annual

     payments shall continue to be paid after the death of

     the Employee and during the remainder of such ten-year

     period, to the Beneficiary designated by the Employee

     in his written notice of election (and, if such

     Beneficiary shall die during the remainder of such

     period, then to the estate of such Beneficiary), or if

     the Employee shall survive such Beneficiary, to the

     estate of the Employee; or

          "Option 2.  Reduced annual payments payable during

     his life, with the provision that after his death such

     reduced annual payments shall continue during the life

     of, and shall be paid to, the Beneficiary designated by

     the Employee in his written notice of election; or

          "Option 3.  Reduced annual payments payable during

     his life, with the provision that after his death

     annual payments equal to 50% of his reduced annual

     payments shall continue during the life of, and shall

     be paid to, the Beneficiary designated by the Employee

     in his written notice of election; or

          "Option 4.  Reduced annual payments payable to

     Employee during his life."

     (2)  All of the other terms and conditions of the

Original Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have set their

hands and affixed the seal of the Company as of the date

first appearing on this Amendment.





ATTEST:                       THE PERKIN-ELMER CORPORATION



/s/  C. Wendell Bergere, Jr.            By /s/  R. H. Sorensen

Assistant Secretary                     Robert H. Sorensen
                                        Chairman of the Board



                              ACCEPTED AND AGREED:



                              /s/  Gaynor N. Kelley




                 Third Amendment to Contract

     AMENDED AGREEMENT entered into as of the 18th day of

August, 1983, between THE PERKIN-ELMER CORPORATION, a New

York corporation having its principal place of business at

Norwalk, Connecticut (hereinafter referred to as the

"Company"), and Gaynor N. Kelley, of 1801 Ponus Ridge Road,

New Canaan, Connecticut, 06840 (hereinafter referred to as

"Employee").


     WHEREAS, the Company and Employee have entered into an

Agreement, dated as of July 29, 1974 (hereinafter called the

"Original Agreement"), providing among other things for the

payment of certain compensation to Employee upon his

retirement from the Company;


     NOW, THEREFORE, it is hereby mutually agreed as

follows:


     (1)  The Original Agreement, as heretofore amended,

shall be further amended to add the following paragraph at

the end of Paragraph (5) of the Original Agreement:


          "Notwithstanding any other provision of this

     Agreement, in the event of an involuntary termination

     of the Employee's employment at any time following a

     Change in Control (as hereafter defined), payments will

     be made in the same amount and in the manner provided

     in Paragraph (1), to commence within 3 months of the

     date of such termination.  For purposes hereof, (a) the

     term 'Control' shall have the same meaning as is

     ascribed thereto in Rule 12b-2(f) of the Rules and

     Regulations promulgated by the Securities and Exchange

     Commission pursuant to the Securities Exchange Act of

     1934, and (b) an event or events constituting a Change

     in Control of the Company shall be deemed to have

     occurred on such date as the Company shall file, or

     shall have become obligated to file, whichever is

     earlier, a Current Report on Form 8-K describing any

     such Change in Control of the Company pursuant to Item

     1 thereof or indicating that any such Change in Control

     either is imminent or may have occurred."


     (2)  All of the other terms and conditions of the

Original Agreement shall remain in full force and effect.


     IN WITNESS WHEREOF, the parties hereto have set their

hands and affixed the seal of the Company as of the date

first appearing on this Amendment.




ATTEST:                       THE PERKIN-ELMER CORPORATION



/s/  C. Wendell Bergere, Jr.            By /s/  R. H. Sorensen

Assistant Secretary                     Robert H. Sorensen
                                        Chairman of the Board



                              ACCEPTED AND AGREED:



                              /s/  Gaynor N. Kelley
                              Gaynor N. Kelley



                          AMENDMENT
                             TO
               DEFERRED COMPENSATION CONTRACT

     Amended Agreement entered into as of the 21st day of

May, 1987, between THE PERKIN-ELMER CORPORATION,  a New York

Corporation having its principal place of business at

Norwalk, Connecticut (hereinafter referred to as the

"Company"), and Gaynor N. Kelley of 1801 Ponus Ridge Road,

New Canaan, Connecticut 06840 (hereinafter referred to as

the "Employee").

     WHEREAS, pursuant to an Agreement entered into as of

July 29, 1974 between the Company and the Employee

(hereinafter referred to as the "Agreement), the Company

agreed to make certain payments to the Employee (or his

beneficiary) in the event of the Employee's retirement or

death;

     NOW, THEREFORE, it is hereby mutually agreed that

Paragraph (5) of the Agreement is amended, effective as of

the date hereof, by amending the second paragraph thereof in

its entirety to read as follows:



        Notwithstanding any other provision of this
   Agreement, if within three years of a Change in Control
   the employment of Employee is terminated by the Employee
   for Good Reason or by the Company without Cause, then the
   Company will pay Employee the amount referred to in
   Paragraph (1) of this Agreement within 60 days of such
   termination of employment.  For purposes hereof:

          (a)  A "Change in Control" shall have occurred if
     (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) any "person" acquires by
     proxy or otherwise, other than pursuant to
     solicitations by the Incumbent Board (as hereinafter
     defined), the right to vote more than 35% of the
     Company's Common Stock for the election of directors,
     for any merger or consolidation of the Company or for
     any other matter or questions, (iii) 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 (iii), considered as
     though such person were a member of the Incumbent
     Board, or (iv) the approval by the Company's
     stockholders of the sale of all or substantially all of
     the assets of the Company.

          (b)  Termination by the Company of the employment
     of the Employee for "Cause" shall mean 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 substantial performance is
     delivered to the employee by the Chairman of the Board
     or President of the Company which specifically
     identifies the manner in which such executive 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
     subparagraph (b), 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 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
     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
     the purpose (after reasonable notice to the employee
     and an opportunity for him, together with his 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
     subparagraph (b) and specifying the particulars thereof
     in detail.

          (c)  Termination by the employee of employment for
     "Good Reason" shall mean termination based on:

          (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
     judgement, 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, total disability or
     retirement on or after attaining age 65 or as a result
     of death or by the Employee other than for Good
     Reason);

          (ii)  a reduction by the Company in the Employee's
     base salary as in effect immediately prior to the
     Change in Control;

          (iii)  A material reduction in the Employee's
     total annual compensation; a reduction for any year of
     over 10% of total compensation measured by the
     preceding year without a substantially similar
     reduction to other executives shall be considered
     "material"; provided, however, the failure of the
     Company to adopt or renew a stock option plan or to
     grant stock options to the Employee shall not be
     considered a reduction; and

          (iv)  the Company's requiring the employee to be
     based more than fifty miles from Norwalk, Connecticut,
     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 of Control.

     All other provisions of the Agreement not amended

herein shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed

this instrument as of the year and day first above written.


                              THE PERKIN-ELMER CORPORATION



                             By  /s/   Horace G. McDonell
                                 Horace G. McDonell
                                 Chairman and
                                 Chief Executive Officer

ATTEST:


By   /s/  C. Wendell Bergere, Jr.
   C. Wendell Bergere, Jr.
   Vice President, General Counsel
   and Secretary



                              ACCEPTED AND AGREED:



                              /s/  Gaynor N. Kelley
                              Gaynor N. Kelley




                    AMENDMENT TO CONTRACT



     AMENDMENT entered into as of the 20th day of January,

1994, between THE PERKIN-ELMER CORPORATION, a New York

corporation having its principal place of business at

Norwalk, Connecticut (hereinafter referred to as the

"Company"), and GAYNOR N. KELLEY, of 1801 Ponus Ridge Road,

New Canaan, Connecticut  06840 (hereinafter referred to as

the "Employee").



     WHEREAS, the Company and the Employee have entered into

an Agreement, dated as of July 29, 1974 (hereinafter

referred to as the "Original Agreement"), as amended,

providing, among other things, for the payment of certain

compensation to the Employee upon his retirement from the

Company.




     NOW, THEREFORE, it is hereby mutually agreed as
follows:


     (1)  The Original Agreement, as heretofore amended,

shall be further amended to change the amount of "$75,000"

set forth in Paragraphs (1) and (2) of the Original

Agreement, as so amended, to read "$190,000."




     (2)  All of the other terms and conditions of the

Original Agreement, as heretofore amended, shall remain in

full force and effect.



     IN WITNESS WHEREOF, the parties hereto have set their
hands and affixed the
seal of the Company as of the 20th day of January, 1994.


ATTEST                        THE PERKIN-ELMER CORPORATION



/s/ William B. Sawch               /s/ Riccardo Pigliucci
William B. Sawch                   Riccardo Pigliucci
Secretary                          President


                              ACCEPTED AND AGREED:



                              /s/ Gaynor N. Kelley
                              Gaynor N. Kelley


                 DEFERRED COMPENSATION CONTRACT





   AGREEMENT entered into as of February 18, 1993, between THE

PERKIN-ELMER CORPORATION, a New York corporation having its

principal place of business at Norwalk, Connecticut (hereinafter

referred to as the "Company") and Andre F. Marion, of 556

Kingsley Avenue, Palo Alto, CA 94301 (hereinafter referred to as

the "Employee").

   WHEREAS, the Employee has rendered valuable service to the

Company, and it is regarded as essential by the Company that it

shall have the benefit of his services during future years, and

   WHEREAS, it is the desire of the Company to assist the

Employee in providing for the contingencies of death and old age

dependency, and

   WHEREAS, it appears desirable to provide for retirement at an

age prior to the current normal retirement age of 65 years in

appropriate cases so as to facilitate an orderly succession in

senior management positions of the Company.

   NOW, THEREFORE, it is hereby mutually agreed as follows:



        (1)  Should the Employee still be in the employ of the

   Company at age 65, the Company (beginning on a date to be

   determined by the Company but within 6 months from the

   Employee's retirement date) will pay him $25,000 each year

   for a continuous period of 10 years.  Payment of this amount

   shall be made in quarterly installments on the first day of

   the fiscal quarters of the Company.

             Should the Employee be in the employ of the Company

   at age 65 and thereafter die before the entire said 10 annual

   payments have been paid, the unpaid balance of the 10 annual

   payments will continue to be paid by the Company to that

   person designated by the Employee in a written notice of

   election as the Employee's beneficiary hereunder (hereinafter

   referred to as the  "Beneficiary").  The Employee may change

   such designation at any time by giving the Company written

   notice of such intent; and such change shall become effective

   only upon being received and acknowledged by the Company.

             If the Beneficiary shall die after receiving

   benefits under this Agreement and further payments are

   payable, such further payments shall be paid to the estate of

   the Beneficiary.  If the Employee shall survive the

   Beneficiary without designating another Beneficiary, any

   payments hereunder shall be paid to the estate of the

   Employee.

             The Employee may elect in writing at any time prior

   to his normal retirement date one of the following optional

   forms of payment in lieu of the normal form of payment set

   forth above, with the annual value of such optional form of

   payment being actuarially reduced from such normal form of

   payment; provided, however, that such optional forms of

   payment are not available to an Employee in the event he dies

   or terminates his employment and is covered by Paragraphs

   (2), (4), (5), or (6) of this Agreement:

      Option 1.  Reduced annual payments payable during his life

      with the provision that if he shall not survive a period

      of ten years, such reduced annual payments shall continue

      to be paid after the death of the Employee and during the

      remainder of such ten-year period to the Beneficiary.

      Option 2.  Reduced annual payments payable during his

      life, with the provision that after his death such reduced

      annual payments shall continue during the life of, and

      shall be paid to the

      Beneficiary (provided the Beneficiary survives the

      Employee).

      Option 3.  Reduced annual payments payable during his

      life, with the provision that after his death annual

      payments equal to 50% of such reduced annual payments

      shall continue during the life of, and shall be paid to,

      the Beneficiary (provided the Beneficiary survives the

      Employee).

      Option 4.  Reduced annual payments payable to the Employee

      during his life.

            Notwithstanding any contrary provisions herein, the

  Employee may not change his Beneficiary in Options 2 and 3,

  above, after the Employee has begun to receive payments

  hereunder.

        (2)  Should the Employee die before age 65 while in the

   employ of the Company, the Company (beginning on a date to be

   determined by the Company but within 6 months from the date

   of death) will pay the Beneficiary $25,000 each year for a

   continuous period of 10 years.  Payment of this amount shall

   be made in quarterly installments on the first day of the

   fiscal quarters of the Company.

        (3)  If the Employee shall retire on or after age 60 and

   before age 65, with the written consent or at the request of

   the Company, payments will be made by the Company in the

   amount and in the manner provided in Paragraph (1) to

   commence within 6 months of the date of retirement.

        (4)  Should the Employee's employment be terminated at

   any time after the date hereof and prior to his attaining age

   60, with the written consent or by the act of the Company,

   the Company will make payments in the manner provided in

   Paragraph (1) to commence when the Employee attains age 60 or

   the date of his prior death in an amount determined by

   multiplying the benefit set forth in Paragraph (1) by a

   fraction, the numerator of which shall be the number of whole

   months or major part thereof from the date hereof to the date

   of termination of employment, and the denominator of which

   shall be the number of whole months or major part thereof

   from the date hereof to the date he attains age 60.

        (5)  Unless the Company shall consent in writing, the

   Employee, if his employment be terminated other than by death

   or disability or as provided in Paragraphs (3) or (4) prior

   to his attaining age 65, shall forfeit all right to benefits

   hereunder and the Company shall have no liability for any

   payment to the Employee or the Beneficiary.  Notwithstanding

   any other provision of this Agreement, if within three years

   of a Change in Control the employment of the Employee is

   terminated by the Employee for Good Reason or by the Company

   without Cause, then the Company will pay Employee the amount

   referred to in Paragraph (1) of this Agreement within 60 days

   of such termination of employment.  For purposes hereof:

  (a)A "Change in Control" shall have occurred if (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) any "person" acquires by proxy or otherwise, other

      than pursuant to solicitations by the Incumbent Board (as

      hereinafter defined), the right to vote more than 35% of

      the Company's Common Stock for the election of directors,

      for any merger or consolidation of the Company or for any

      other matter or question, (iii) 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 (iii), considered as

      though such person were a member of the Incumbent Board, or

      (iv) the Company's Stockholders approve the sale of all or

      substantially all of the assets of the Company.

  (b)Termination by the Company of the employment of the

      Employee for "Cause" shall mean 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

      substantial performance is delivered to the employee by

      the Chairman of the Board or President of the Company

      which specifically identifies the manner in which such

      executive 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 subparagraph (b), 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 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 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 his 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 in sections

      (i) or (ii) of this subparagraph (b) and specifying the

      particulars thereof in detail.

  (c)Termination by the employee of employment for "Good

      Reason" shall mean termination based on:

      (i) an adverse change in the status of the Employee (other

          than any such change primary attributable to the fact

          that the Company may no longer be publicly owned) or

          the Employee's 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

          judgement, 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, total

          disability, or retirement on or after attaining age 65

          or as a result of death or by the Employee other than

          for Good Reason);

      (ii)     a reduction by the Company in the Employee's base

          salary as in effect immediately prior to the Change in

          Control;

      (iii)   A material reduction in the Employee's total

          annual compensation; a reduction for any year of over

          10% of total compensation measured by the preceding

          year without a substantially similar reduction to other

          executives shall be considered "material"; provided,

          however, the failure of the Company to adopt or renew a

          stock option plan or to grant stock options to the

          Employee shall not be considered a reduction; and

      (iv)     the Company's requiring the employee to be more

          than fifty miles from Norwalk, Connecticut, 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.

        (6)  In the event the Employee shall become disabled so

   that he is unable to perform his duties as an employee and so

   that he is entitled to benefits under a long range disability

   insurance program made available by the Company, or so that

   he would have been eligible for such benefits had he elected

   to insure himself thereunder, the Company will make payments

   as provided in Paragraph (1) above to commence at age 65.  In

   the event the Employee should die at any time after becoming

   disabled and before attaining age 65, payments as provided in

   this Paragraph (6) will be made to the Beneficiary commencing

   as of the date of the Employee's death.

        (7)  The Company has or may procure a policy or policies

   of life insurance upon the life of the Employee to aid it in

   meeting its obligations under this Agreement.  It is

   understood, however, that such policy or policies held by the

   Company and the proceeds therefrom shall be treated as the

   general assets of the Company; that they shall in no way

   represent any vested, secured, or preferred interest of the

   Employee or his beneficiaries under this Agreement; and that

   the Company shall be under no obligation either to procure or

   to continue life insurance in force upon the life of the

   Employee.

             The employee hereby agrees that he already has or

   will submit to a physical examination and answer truthfully

   and completely without mental reservation or concealment any

   question or request for information by any insurance company

   in connection with the issuance of any policy procured by the

   Company under this Paragraph. (7).  In the event the Employee

   fails to do so or in the event the Employee dies by suicide,

   and the liability of the insurer under such policy is

   restricted as a result of such failure or suicide, then the

   Company shall thereby be released from all of its obligations

   under Paragraph (2) above.

        (8)  If the Company shall procure any policy or policies

   of life insurance in accordance with Paragraph (7) above and

   shall have the option of including in any such policy an

   accidental death or so-called "double indemnity" provision,

   the Company will so advise the Employee and, if the Employee

   requests and agrees to pay any additional premium resulting

   therefrom, will include in the policy such accidental death

   or double indemnity provisions as may be available and will

   further provide or cause to be provided that any benefit

   payable under or by reason of such provisions shall be paid

   as a death benefit to the beneficiary designated by the

   Employee hereunder; provided that in the event the Employee

   shall cease to pay such additional premium the Company may

   cancel any accidental death or double indemnity provision;

   and further provided that the inclusion of such a provision

   shall in no way affect the Company's right to cancel or

   otherwise dispose of the policy, even though such action may

   have the effect of terminating such provision.

        (9)  If during a period of 10 years from the termination

   of his employment with the Company the Employee shall: engage

   in a business competitive with any business activity engaged

   in by the Company at any time while he was employed; enter

   into the service of any organization so engaged in such

   business (or any subsidiary or affiliate of such an

   organization); or personally engage in or enter the service

   of any organization that is engaged in consulting work or

   research or development or engineering activities for any

   organization so engaged in such business (or any subsidiary

   or affiliate of such an organization), then any liability of

   the Company to make any further payments hereunder shall

   cease.  The investment of funds by the Employee in securities

   of a corporation listed on a recognized stock exchange shall

   not be considered to be a breach of this Paragraph.

        (10)  The Company may in its sole discretion grant the

   Employee a leave of absence for a period not to exceed one

   year during which time the Employee will be considered to be

   still in the employ of the Company for the purposes of this

   Agreement.

        (11)  The Company in its sole discretion and without the

   consent of the Employee, his estate, his beneficiaries, or

   any other person claiming through or under him, may commute

   any payments which are due hereunder at the rate of 4% per

   annum to a lump sum and pay such lump sum to the Employee or

   to the beneficiary or beneficiaries entitled to receive

   payment at the date of commutation, and such payment shall be

   a full discharge of the Company's liabilities hereunder.  The

   Company may also in its sole discretion and without the

   consent of any other person accelerate the payment of any of

   the sums payable hereunder.

        (12)  The right to receive payments under this Agreement

   shall not be assignable or subject to anticipation, nor shall

   such right be subject to garnishment, attachment, or any

   other legal process of creditors of the Employee or of any

   person or persons designated as beneficiaries hereunder

   except to the extent that this provision may be contrary to

   law.

        (13)  This Agreement creates no rights in the Employee

   to continue in the employ of the Company for any length of

   time nor does it create any rights in the Employee or

   obligations on the part of the Company other than those set

   forth herein.

        (14)  If the Company, or any corporation surviving or

   resulting from any merger or consolidation to which the

   Company may be a party or to which substantially all the

   assets of the Company shall be sold or otherwise transferred,

   shall at any time be merged or consolidated with or into any

   other corporation or corporations or shall otherwise transfer

   substantially all its assets to another corporation, the

   terms and provisions of this Agreement shall be binding upon

   and inure to the benefit of the corporation surviving or

   resulting from such merger or consolidation or to which such

   assets shall be so sold or otherwise transferred.  Except as

   herein provided, this Agreement.  This Agreement is solely

   between the Company and the Employee.  The Employee and his

   beneficiaries shall have recourse only against the Company

   for enforcement, and the Agreement shall be binding upon the

   beneficiaries, heirs, executors, and administrators of the

   Employee and upon the successors and assigns of the Company.

        (15)  This Agreement has been made, executed, and

   delivered in the State of Connecticut; and shall be governed

   in accordance with the laws thereof.


   IN WITNESS WHEREOF, the parties hereto have set their hands

and affixed the seal of the Corporation as of the date first

written above.



                              THE PERKIN-ELMER CORPORATION


                              By:   / s /  Gaynor N. Kelley
                                 Gaynor N. Kelley
                                 Chairman and President
                                 Chief Executive Officer

ATTEST:


By:   / s /  C.Wendell Bergere, Jr.

                              ACCEPTED AND AGREED:


                              By:   / s /  A. F. Marion







November 1, 1990



Dear Andre Marion:
In view of your position as a Corporate Senior Manager at
Applied Biosystems Inc. (the "Company"), and in
consideration of your services in such capacity, the Board
of Directors (the "Board") has approved the commitment by
the Company to you ("Employee") to provide you with the
certain benefits in the event your employment is terminated
for specified reasons within two years after a Change of
Control.  The purpose of this letter agreement (the
"Agreement") is to set forth the terms and conditions of the
Company's agreement with you concerning such benefits.

   1.  Termination of Benefits.  If within two years after
the date of a Change of Control, Employee's employment is
terminated (a) by the Company for any reason other than for
Cause or Employee's death or Disability or (b) by Employee
for Good Reason, Employee will be entitled to receive the
following benefits:

     1.1  Salary Continuation.  The Company will continue to
pay Employee salary at the annual rate equal to Employee's
Annual Compensation for the number of weeks determined by
adding (a) the number of years Employee has been an employee
of the Company (rounding up to the next full year and
excluding any intervening periods during which Employee was
not an employee) or two, if greater, plus (b) two and one-
half times the number of $5,000 increments (rounded up to
the next $5,000 increment) contained in the Employee's
Annual Compensation.  Continued salary will be paid to
Employee on the Company's regular paydays during the period
of salary continuation and will be subject to applicable
withholding taxes.  If Employee should die before receiving
all amounts payable to Employee hereunder, any unpaid
amounts will be paid to Employee's spouse, if living,
otherwise to Employee's estate.  Employee shall be entitled
to receive interest on any amount payable hereunder from the
date payment was due to the date actually paid at the rate
of the lesser of 12% or the highest rate legally
permissible.  Employee will not be required to mitigate the
amount of the payments due to Employee hereunder by seeking
other employment or otherwise, and any amount earned by
Employee as the result of employment by another employer or
otherwise after the Date of Termination shall not reduce the
Company's obligation to Employee hereunder.

     1.2  COBRA Benefits.  The Company will pay for
Employee's health insurance continuation benefits provided
for under the Consolidated Omnibus Budget Reconciliation Act
of 1986 ("COBRA") and Section 4980B of the Internal Revenue
Code of 1986 until the earliest of (a) eighteen months after
the Date of Termination, (b) the last payday on which the
Company is obligated to make a payment to Employee pursuant
to paragraph 1.1 above or (c) the date on which Employee
first becomes eligible to participate in another health
insurance plan.  The insurance continuation benefits paid
for hereunder shall be deemed to be part of Employee's COBRA
coverage.

     1.3  Offset for Other Arrangements.  The severance
benefits provided hereunder will be reduced by the amount of
any payment to which Employee may be entitled under any
severance plan or policy of the Company or under any
individual severance agreement, employment agreement or
offer letter.

   2.  Notice of Termination.  Any termination by the
Company for Cause or by Employee for Good Reason shall be
communicated by written notice to the other party given by
hand delivery or by registered or certified mail, return
receipt requested, postage prepaid, if to Employee, then to
Employee at his or her address as set forth in the Company's
records, and, if to the Company, to Applied Biosystems,
Inc., 777 Lincoln Centre Drive, Foster City, California
94404, Attention:  Andre F. Marion.  Any notices given
pursuant to this paragraph 2 shall be effective the earlier
of when such notice is actually received by the addressee or
three days after such notice is delivered or sent.

   3.  Definitions.

     3.1  "Annual Compensation"  means all wages, salary,
bonus and other incentive compensation (including
commissions) paid by the Company as consideration for
Employee's service during the 12 months ended on either the
Termination Date or the date of the Change of Control,
whichever is greater, which are includable in the gross
income of Employee for federal income tax purposes.

     3.2  "Cause"  means (a) gross or habitual failure to
perform assigned duties of Employee's job, that is,
performance failure not corrected within thirty (30) days
after written notice to Employee thereof or (b) misconduct,
including but not limited to:  (i) conviction of a crime, or
entry of a plea of nolo contendere with regard to a crime,
involving moral turpitude or dishonesty, or (ii) drug or
alcohol abuse on Company premises or at a Company sponsored
event or reporting to or remaining at work while under the
influence of drugs or alcohol, or (iii) conduct by Employee
which in the good faith and reasonable determination of the
Board demonstrates gross unfitness to serve.

     3.3  "Change of Control"  shall be deemed to have
occurred at any of the following times:

    i. Upon the acquisition (other than from the Company)
        by any person, entity or "group," within the meaning
        of Section 13(d) (3) or 14(d) (2) of the Securities
        Exchange Act of 1934 (the "Exchange Act")
        (excluding, for this purpose, the Company or its
        affiliates, or any employee benefit plan of the
        Company or its affiliates which acquires beneficial
        ownership of voting securities of the Company) of
        beneficial ownership (within the meaning of Rule 13d-
        3 promulgated under the Exchange Act) of 50% or more
        of either the then outstanding shares of common
        stock or the Combined Voting Power; or

    ii.At the time individuals who, as of October 31, 1990,
        constitute the Board (the "Incumbent Board") cease
        for any reason to constitute at least a majority of
        the Board, provided that any person becoming a
        director subsequent to October 31, 1990 whose
        election, or nomination for election by the
        Company's shareholders, was approved by a vote of at
        least a majority of the directors then comprising
        the Incumbent Board (other than an election or
        nomination of an individual whose initial assumption
        of office is in connection with an actual or
        threatened election contest relating to the election
        of the Directors of the Company, as such terms are
        used in Rule 14a-11 of Regulation 14A promulgated
        under the Exchange Act) shall be, for purposes of
        the Plan, considered as though such person were a
        member of the Incumbent Board; or

     iii.   Immediately prior to the consummation by the
        Company of a reorganization, merger, consolidation
        (in each case, with respect to which persons who
        were the shareholders of the Company immediately
        prior to such reorganization, merger or
        consolidation do not, immediately thereafter, own
        more than 50% of the Combined Voting Power of the
        reorganized, merged or consolidated company's then
        outstanding voting securities) or a liquidation or
        dissolution of the Company or of the sale of all or
        substantially all of the assets of the Company; or

    iv.The occurrence of any other event which the
        Incumbent Board in its sole discretion determines
        constitutes a Change of Control.

     3.4  "Combined Voting Power" means the combined voting
power of the Company's then outstanding securities
ordinarily (and apart from rights accruing under special
circumstances ) having the right to vote at elections of
directors.

     3.5  "Date of Termination" means the date of receipt of
the written notice of termination pursuant to paragraph 2 or
any later date specified therein, as the case may be;
provided, however, that (1.) if Employee's employment is
terminated by the Company other than for Cause or by reason
of death or Disability, the Date of Termination shall be the
date on which the Company notifies Employee of such
termination and (2.) if Employee's employment is terminated
by reason of death or Disability, the Date of Termination
shall be the date of death or determination of Disability
pursuant to paragraph 3.6 , as the case may be.

     3.6  "Disability" means disability which, at least 26
weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its
insurers and acceptable to Employee or Employee's legal
representative (such acceptance not to be unreasonably
withheld).

     3.7  "Good Reason" means (i) reduction of Employee's
base salary or rate of compensation as in effect immediately
prior to the Change of Control, (ii) failure to continue in
effect any medical, dental, accident or disability plan in
which Employee is entitled to participate immediately prior
to the Change of Control and failure to provide plans with
substantially similar benefits (except that employee
contributions may be raised to the extent of any cost
increases imposed by third parties) or any action by the
Company which would adversely affect Employee's
participation or reduce Employee's benefits under any of
such plans, (iii) failure or refusal of the successor
company to assume the Company's obligations under this
Agreement, as required by paragraph 5 or (iv) breach by the
Company or any successor company any of the provisions of
this Agreement.

   4.  Nonexclusivity.  Nothing in this Agreement shall
prevent or limit Employee's continuing or future
participation in any benefit, bonus, incentive or other
plans, programs, policies or practices provided by the
Company and for which Employee may otherwise qualify, nor
shall anything herein limit or otherwise affect such rights
as any Employee may have under any stock option or other
agreements with the Company.  Except as otherwise expressly
provided herein, amounts which are vested benefits or which
Employee is otherwise entitled to receive under any plan,
policy, practice or program of the Company at or subsequent
to the Date of Termination shall be payable in accordance
with such plan, policy, practice or program.

   5.  Successor to Company.  The Company shall require any
successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company,
expressly and unconditionally to assume and agree to perform
the Company's obligations under this Agreement, in the same
manner and to the same extent that the Company would be
required to perform if no such succession or assignment had
taken place.  In such event, the term "Company," as used in
this Agreement, shall mean the Company as hereinafter
defined and any successor or assignee to the business or
assets which by reason hereof becomes bound by the terms and
provisions of this Agreement.

   6.  Certain Reduction of Payments.

     (a)  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that
any payment or distribution by the Company to or for the
benefit of Employee (whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or
otherwise) (a "Payment") would be nondeductible by the
Company for Federal income tax purposes because of Section
280G of the Code, then the aggregate present value of
amounts payable or distributable as severance benefits
hereunder shall be reduced to the Reduced Amount.  The
"Reduced Amount" shall be an amount expressed in present
value which maximizes the aggregate present value of such
severance benefits without causing any Payment to be
nondeductible by the Company because of Section 280G of the
Code.  Anything to the contrary notwithstanding, if the
Reduced Amount is zero and it is determined further that any
Payment which is not part of the severance benefits payable
hereunder would nevertheless be nondeductible by the Company
for Federal income tax purposes because of Section 280G of
the Code, then the aggregate present value of Payments which
are not severance benefits under this Agreement shall also
be reduced (but not below zero) to an amount expressed in
present value which maximizes the aggregate present value of
Payments without causing any payment to be nondeductible by
the Company because of Section 280G of the Code.  For
purposes of this paragraph 6, present value shall be
determined in accordance with Section 280G(d) (4) of the
Code.

     (b)  All determinations required to be made under this
paragraph 6 shall be made by the Company's independent
auditors which shall provide detailed supporting
calculations both to the Company and Employee within 15
business days of the Date of Termination or such earlier
time as is requested by the Company and an opinion to
Employee that he or she has substantial authority not to
report any excise tax on his Federal income tax return with
respect to any Payments.  Any such determination by the
Company's independent auditors shall be binding upon the
Company and Employee.  Employee shall determine which and
how much of the Payments, shall be eliminated or reduced
consistent with the requirements of this paragraph 6,
provided that, if Employee does not make such determination
within ten business days of the receipt of the calculations
made by the Company's independent auditors, the Company
shall elect which and how much of the Payments shall be
eliminated or reduced consistent with the requirements of
this paragraph 6 and shall notify Employee promptly of such
election.  Within five business days thereafter, the Company
shall pay to or distribute to or for the benefit of Employee
such amounts as are then due to Employee under this
Agreement.

     (c)  As a result of the uncertainty in the application
of Section 280G of the Code at the time of the initial
determination by the Company's independent auditors
hereunder, it is possible that Payments will have been made
by the Company which should not have been made
("Overpayment") or that severance benefits payable hereunder
will not have been made by the Company which could have been
made ("Underpayment"), in each case, consistent with the
calculations required to be made hereunder.  In the event
that the Company's independent auditors, based upon the
assertion of a deficiency by the Internal Revenue Service
against Employee or the Company which the Company's
independent auditors believe has a high probability of
success, determine that an Overpayment has been made, any
such Overpayment paid or distributed by the Company to or
for the benefit of Employee shall be treated for all
purposes as a loan ab initio to Employee which Employee
shall repay to the Company together with interest at the
applicable federal rate provided for in Section 7872(f) (2)
of the Code; provided, however, that no such loan shall be
deemed to have been made and no amount shall be payable to
the Company if and to the extent such deemed loan and
payment would not either reduce the amount on which Employee
is subject to tax under Section 1 and Section 4999 of the
Code or generate a refund of such taxes.  In the event that
the Company's independent auditors, based upon controlling
precedent or other substantial authority, determine that an
Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of
Employee together with interest at the applicable federal
rate provided for in Section 7872(f) (2) of the Code.

   7.  Amendments and Termination.  The Incumbent Board may
from time to time supplement, amend or terminate this
Agreement or make any other provisions which the Company may
deem necessary or desirable, without the approval of
Employee; provided, however, that from and after such time
there has been a Change of Control, this Agreement shall not
be amended in any manner which would adversely affect the
interests of Employee without the written consent of
Employee.  Subject to the foregoing, this Agreement
establishes and vests in Employee a contractual right to the
benefits to which Employee is entitled hereunder,
enforceable by Employee against the Company.  The form of
any proper amendment or termination of this Agreement shall
be a written instrument signed by a duly authorized officer
or officers of the Company certifying that the amendment or
termination has been approved by the Incumbent Board.

   8.  Miscellaneous.

     8.1  Employment Status.  This Agreement does not
constitute a contract of employment or impose on Employee or
the Company any obligation to retain Employee as an
employee, to change the status of Employee's employment, or
to change the Company's policies regarding termination of
employment.

     8.2  No Assignment.  No benefit hereunder shall be
subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt
to do so shall be void.

     8.3  Governing Law.  This Agreement shall be governed
by the laws of the State of California.

     8.4  Expenses of Suit.  In the event of any dispute or
litigation between the Company and the Employee arising out
of this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and expenses incurred
in connection with the enforcement of its rights hereunder.

     8.5  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

     8.6  Descriptive Headings.  Descriptive headings of the
several paragraphs of this Agreement are inserted for
convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.

     Please acknowledge your agreement to the foregoing
agreement by signing the enclosed counterpart of this letter
and returning it to the Company.

Very truly yours,

APPLIED BIOSYSTEMS, INC.



/s/  A. F. Marion
Andre F. Marion
Chairman of the Board
Chief Executive Officer

AGREED;


/S/  A. F. Marion









December 3, 1992



Dear Andre Marion:

     Pursuant to a letter dated November 1, 1990 (the
"Severance Benefit Letter") between you ("Employee") and
Applied Biosystems, Inc., a California corporation (the
"Company"), the Company has agreed to provide you with
certain benefits in the event that your employment is
terminated for specified reasons within two years after a
Change of Control.  We now wish to make certain amendments
to that letter.  Certain capitalized terms not otherwise
defined herein shall have the meaning given them in the
Severance Benefit Letter.

     Recitals.  The Company has entered into an Agreement
and Plan of Merger, dated as of October 6, 1992, by and
among the Company, The Perkin-Elmer Corporation ("Perkin-
Elmer") and a wholly owned subsidiary of Perkin-Elmer (the
"Merger Agreement"), providing for a merger ("Merger")
following which the Company will become a wholly owned
subsidiary of Perkin-Elmer.  In consideration for and as an
inducement to Employee's agreement to the provisions of
Section 1(b), the Company is willing to agree to the
provisions of Section 1(a).

     1.   Amendments.

     a.  Paragraph 3.7 of the Severance Benefit Letter is
hereby amended in its entirety to read as follows:

          "Good Reason" means (i) reduction of Employee's
     base salary or rate of compensation as in effect
     immediately prior to the Change of Control, (ii)
     failure to continue to provide any medical, dental,
     accident or disability benefits that are no less
     favorable in the aggregate than the benefits provided
     to Employee immediately prior to the Change of Control
     (except that employee contributions may be raised to
     the extent of any cost increases imposed by third
     parties), (iii) failure or refusal of the successor
     company to assume the Company's obligations under this
     Agreement, as required by paragraph 5, (iv) breach by
     the Company or any successor company of any of the
     provisions of this Agreement, or (v) change of
     Employee's principal place of employment to a location
     more than 50 miles from Employee's principal place of
     employment on the date hereof without the consent of
     Employee.

     b.  New paragraph 8 is added as follows:

          Conditions to Payment of Salary Continuation
     Benefits.  Payment of benefits pursuant to Sections 1.1
     and 1.2 shall be conditioned upon (i) Employee not,
     directly or indirectly, during the period in which
     Employee is receiving salary continuation benefits
     pursuant to Section 1.1, without the written consent of
     Perkin-Elmer, becoming a principal, partner,
     shareholder owning more than 5%, director, officer,
     employee, agent or consultant of a company or other
     business entity whose principal business is the
     development, manufacturing, marketing, sale or lease of
     instrument systems or associated consumable products,
     including reagents, for life science research, (ii)
     Employee not, during the period in which Employee is
     receiving salary continuation benefits pursuant to
     Section 1.1, without the written consent of Perkin-
     Elmer, becoming a principal, partner, shareholder
     owning more than 5%, director, officer, employee, agent
     or consultant in a part of a business not covered by
     clause (i) where Employee's primary work responsibility
     involves the development, manufacturing, marketing,
     sale or lease of instrument system or associated
     consumable products, including reagents, for life
     science research, and (iii) Employee not directly or
     indirectly interfering with an customer or supplier
     relationship of Perkin-Elmer's or the Company's, or
     solicit or assisting anyone to solicit in any way any
     employee of Perkin-Elmer or the Company to resign or
     sever employment, or to breach an employment contract
     with Perkin-Elmer or the Company.  In the event that
     Employee shall at any time during the period in which
     Employee is receiving salary continuation benefits
     pursuant to Section 1.1 fail to meet the condition to
     payment of benefits set forth in the preceding
     sentence, then the Company shall, effective as of the
     date on which Employee fails to meet such condition,
     have no further obligation to make any payments
     pursuant to Sections 1.1 or 1.2.

and the subsequent paragraph is renumbered accordingly.

     2.  Governing Law.  This letter shall be governed by
and construed in accordance with the laws of the State of
California, without giving effect to its conflict of laws
principles or rules.

     3.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which when so executed
shall constitute an original copy hereof, but all of which
together shall constitute one agreement.

     4.  Full Force and Effect.  Except to the extent
expressly provided in this letter, the terms and provisions
of the Severance Benefit Letter shall remain in full force
and effect.

     The undersigned duly authorized officer of the Company
hereby certifies that, the amendments to the Severance
Benefit Letter contained herein have been approved by the
Incumbent Board.

     If you are in agreement with the foregoing, please so
indicate by signing and returning one copy of this letter by
the end of business on December 11, 1992, which will
constitute our agreement with respect to the matters set
forth herein.

Very truly yours,

APPLIED BIOSYSTEMS, INC.



By:  /s/   A. F. Marion

Name:   Andre F. Marion



CONFIRMED AND AGREED TO:



Andre Marion







                    CONSULTING AGREEMENT

The undersigned agrees to serve as a consultant to The
Perkin-Elmer Corporation upon the following terms:

1.   A.   Fee:   $15,000/year payable $3,750 quarterly
     B.   Term: 4/1/94 - 3/31/95
     C.   Reporting Relationship:  Riccardo Pigliucci
     D.   Field of Consultancy:  Membership on the ACE Board
          and other general management consulting services.

2.  You  are free to do work for others and yourself  during
the  time  which you do not devote to our projects and  your
duties  under this Agreement will not interfere  nor  be  in
conflict  with any government rules or regulations  or  your
duties  to  other  parties; however, you agree  to  promptly
notify Perkin-Elmer if and when you perform work related  to
the  work to be performed under this Agreement for any third
parties  who compete or may compete with Perkin-Elmer.   All
work  which results from performance of services under  this
agreement shall belong exclusively to Perkin-Elmer.

3.   You  agree to keep us fully informed of any  scientific
advances  you  may  make during the term of  this  Agreement
which result from, or are suggested by, any work you may  do
for  Perkin-Elmer.  Any inventions, patentable developments,
copyrightable materials and designs arising out of any  such
work  are  hereby  assigned to Perkin-Elmer without  further
compensation,  and  you  agree  to  cooperate  in  obtaining
patents  and  copyrights thereon.  Any  work  of  authorship
created  under this Agreement shall constitute a  "work  for
hire",  when so defined by the Copyright Act, and as to  any
work  not so defined, Consultant hereby transfers to Perkin-
Elmer  any and all right, title and interest Consultant  may
have in and to the copyright in such work.  You agree not to
disclose   to  others,  without  Perkin-Elmer's  permission,
either  during  or  after the term of  this  Agreement,  any
scientific   development,  trade  secret  or   manufacturing
technique  of Perkin-Elmer which is not generally  known  to
the  public.  Prior to publication, you will make  available
for   review  all  disclosures,  written  contributions   to
periodicals and scientific papers concerning or referring to
the subject matter within the purview of this Agreement.

4.   You agree that: proprietary information of Perkin-Elmer
will  remain  the trade secret and confidential property  of
Perkin-Elmer  and  will  be  held  by  you  in  secrecy  and
confidence; you will not use it for any purpose  other  than
performance   of   assigned  tasks  under  this   Consulting
Agreement;  you  will not make any record  or  copy  of  any
proprietary information; and that upon the request of Perkin-
Elmer  or  the  termination  of your  Consulting  Agreement,
whichever  occurs  first,  you  will  return  all   material
furnished to you by Perkin-Elmer.

Your  obligations  of confidentiality under  this  Agreement
will not extend to any information that (a) is known to  you
at  the date of this Agreement from a source other than  one
having an obligation of confidentiality to Perkin-Elmer, (b)
hereafter  becomes  known  to  you  independently   of   the
disclosure  by Perkin-Elmer except from a source  having  an
obligation of non-disclosure to Perkin-Elmer, or (c) becomes
publicly  known  as  by  public use  or  by  publication  or
otherwise  ceases  to be secret or confidential  through  no
fault of yours.

5.   Nothing in this Agreement will be construed as granting
you  any license, for any purpose, under any patent or other
intellectual property rights of Perkin-Elmer.   As  a  basis
for  payment, you will submit on the tenth of each month  an
invoice  showing the number of hours of service  during  the
previous month requested by your Reporting Relationship  and
actually  performed,  a  brief statement  of  work  done  by
project, and the amount due you.  It is not expected that it
will  be  necessary for Perkin-Elmer to provide any  special
facilities  or supplies for your use, although you  will  be
reimbursed for supplies and for expenses in connection  with
traveling  which is requested in advance and  authorized  in
writing  by your Reporting Relationship.  Either  party  may
terminate this Agreement  without cause at anytime upon five
(5)  days  prior written notice.  Thereafter, neither  party
shall  have  any  further obligation  under  this  Agreement
except for  the obligations relating to confidentiality  and
assistance in obtaining patents and copyrights.

If  the foregoing arrangements are satisfactory, please sign
below.

THE PERKIN-ELMER CORPORATION

BY:  / s / Riccardo Pigliucci

ACCEPTED AND AGREED:


      / s /    Robert H. Hayes
NAME:          Robert H. Hayes

SS Number:     ###-##-####

ADDRESS:  53 Cedar Road
          Belmont, Massachusetts  02178

DATE:          March 17, 1994



Reviewed, and Approved,
Office of the General Counsel:

BY:  / s / William B. Sawch




PERKIN-ELMER

The Perkin-Elmer Corporation
761 Main Avenue
Norwalk, CT  06859-0199
                    CONSULTING AGREEMENT

The undersigned agrees to serve as a consultant to The
Perkin-Elmer Corporation upon the following terms:

     A.    Fee:   $1,750.00  per day (Consultant  will  make
           himself  available  at  least  7  days  per  month   as
           requested by Perkin-Elmer).
     B.   Term:   February  1,  1995  to  January  31,  1996,
          renewable.
     C.   Reporting Relationship:  Riccardo Pigliucci
     D.   Field  of  Consultancy:  Evaluation,  design  and
          communication  of  business  objectives,  organization,
          policies,  values  and  missions.   Related  and  other
          projects requested by my Reporting Relationship.

2.  You  are free to do work for others and yourself  during
the  time  which you do not devote to our projects and  your
duties  under this Agreement will not interfere  nor  be  in
conflict  with any government rules or regulations  or  your
duties  to  other  parties; however, you agree  to  promptly
notify Perkin-Elmer if and when you perform work related  to
the  work to be performed under this Agreement for any third
parties  who compete or may compete with Perkin-Elmer.   All
work  which results from performance of services under  this
agreement shall belong exclusively to Perkin-Elmer.

3.   You  agree to keep us fully informed of any  scientific
advances  you  may  make during the term of  this  Agreement
which result from, or are suggested by, any work you may  do
for  Perkin-Elmer.  Any inventions, patentable developments,
copyrightable materials and designs arising out of any  such
work  are  hereby  assigned to Perkin-Elmer without  further
compensation,  and  you  agree  to  cooperate  in  obtaining
patents  and  copyrights thereon.  Any  work  of  authorship
created  under this Agreement shall constitute a  "work  for
hire",  when so defined by the Copyright Act, and as to  any
work  not so defined, Consultant hereby transfers to Perkin-
Elmer  any and all right, title and interest Consultant  may
have in and to the copyright in such work.  You agree not to
disclose   to  others,  without  Perkin-Elmer's  permission,
either  during  or  after the term of  this  Agreement,  any
scientific   development,  trade  secret  or   manufacturing
technique  of Perkin-Elmer which is not generally  known  to
the  public.  Prior to publication, you will make  available
for   review  all  disclosures,  written  contributions   to
periodicals and scientific papers concerning or referring to
the subject matter within the purview of this Agreement.


4.   You agree that: proprietary information of Perkin-Elmer
will  remain  the trade secret and confidential property  of
Perkin-Elmer  and  will  be  held  by  you  in  secrecy  and
confidence; you will not use it for any purpose  other  than
performance   of   assigned  tasks  under  this   Consulting
Agreement;  you  will not make any record  or  copy  of  any
proprietary information; and that upon the request of Perkin-
Elmer  or  the  termination  of your  Consulting  Agreement,
whichever  occurs  first,  you  will  return  all   material
furnished to you by Perkin-Elmer.

Your  obligations  of confidentiality under  this  Agreement
will not extend to any information that (a) is known to  you
at  the date of this Agreement from a source other than  one
having an obligation of confidentiality to Perkin-Elmer, (b)
hereafter  becomes  known  to  you  independently   of   the
disclosure  by Perkin-Elmer except from a source  having  an
obligation of non-disclosure to Perkin-Elmer, or (c) becomes
publicly  known  as  by  public use  or  by  publication  or
otherwise  ceases  to be secret or confidential  through  no
fault of yours.

5.   Nothing in this Agreement will be construed as granting
you  any license, for any purpose, under any patent or other
intellectual property rights of Perkin-Elmer.   As  a  basis
for  payment, you will submit on the tenth of each month  an
invoice  showing the number of hours of service  during  the
previous month requested by your Reporting Relationship  and
actually  performed,  a  brief statement  of  work  done  by
project, and the amount due you.  It is not expected that it
will  be  necessary for Perkin-Elmer to provide any  special
facilities  or supplies for your use, although you  will  be
reimbursed for supplies and for expenses in connection  with
traveling  which is requested in advance and  authorized  in
writing  by  your  Reporting Relationship and  you  will  be
provided  with office space in Perkin-Elmer's San  Jose,  CA
facility  and  support  services  in  connection  with  work
hereunder.   Either  party  may  terminate  this   Agreement
without  cause  at anytime upon five (5) days prior  written
notice.   Thereafter, neither party shall have  any  further
obligation  under this Agreement except for  the obligations
relating  to  confidentiality and  assistance  in  obtaining
patents and copyrights.

If  the foregoing arrangements are satisfactory, please sign
below.

THE PERKIN-ELMER CORPORATION


BY:  /s/  Riccardo Pigliucci

ACCEPTED AND AGREED:

/s/  A. F. Marion
NAME:          Andre Marion

SS Number:     ###-##-####

ADDRESS:  556 Kingsley Avenue
          Palo Alto, CA  94301

DATE:       September 16, 1994



Reviewed, and Approved,
Office of the General Counsel:

BY:



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

<CAPTION>                             1994      1993      1992      1991      1990

<S>                                 <C>       <C>        <C>      <C>        <C>
Weighted average number of
common shares                        43,857    43,780    43,526    42,091    49,705

Common stock equivalents-
stock options                           816     1,173     1,169         -       130

Weighted average number of
common shares used in
calculating primary
earnings per share                   44,673    44,953    44,695    42,091    49,835

Additional dilutive stock
options under paragraph #42
APB #15                                 172        97       280         -         -

Shares used in calculating
fully diluted earnings
per share                            44,845    45,050    44,975    42,091    49,835

Calculation of primary and
fully diluted earnings per
share:

PRIMARY AND FULLY DILUTED:
Income (loss) from
continuing operations            $   73,978 $  24,444  $ 24,296 $ (16,384) $ 27,697


Income (loss) from
discontinued operations             (22,851)    1,714    10,941    (2,020)   20,913

Income (loss) before cumulative
effect of changes in
accounting principles                51,127    26,158    35,237   (18,404)   48,610

Cumulative effect on prior years
of changes in accounting principles       -   (83,098)        -         -         -

Net income (loss) used in the
calculations of primary and
fully diluted earnings per share $   51,127 $ (56,940) $ 35,237 $ (18,404) $ 48,610

PRIMARY:
Per share amounts:

Income (loss)
from continuing operations       $     1.66 $     .54  $    .54  $   (.39) $    .56

Income (loss)
from discontinued operations           (.52)      .04       .25      (.05)      .42

Income (loss) before
cumulative effect of changes
in accounting principles               1.14       .58       .79      (.44)      .98

Loss from cumulative effect on
prior years of changes in
accounting principles                    -      (1.85)        -         -         -

Net income (loss)                $     1.14 $   (1.27) $    .79  $   (.44) $    .98

FULLY DILUTED:
Per share amounts:

Income (loss)
from continuing operations       $     1.65  $    .54  $    .54  $   (.39) $    .56

Income (loss)
from discontinued operations           (.51)      .04       .24      (.05)      .42

Income (loss) before
cumulative effect of changes
in accounting principles               1.14       .58       .78      (.44)      .98

Loss from cumulative effect on
prior years of changes in
accounting principles                    -      (1.84)        -         -         -

Net income (loss)                $     1.14 $   (1.26) $    .78  $  ( .44) $    .98


</TABLE>
                                   EXHIBIT 11

                                     - 22 -

SELECTED FINANCIAL DATA                             The Perkin-Elmer Corporation


<TABLE>

<CAPTION>
(Dollar amounts in thousands except per share amounts)     June 30,       June 30,       July 31,       July 31,       July 31,
For the years ended                                            1994 (a)       1993 (b)       1992 (c)       1991 (d)       1990

<S>                                                       <C>            <C>              <C>           <C>             <C>
Financial Operations
Net revenues                                          $   1,024,467  $   1,011,297  $     970,054  $     893,499  $     849,005
Operating costs and expenses                                928,451        967,836        907,490        892,174        796,625
Operating income                                             96,016         43,461         62,564          1,325         52,380
Income (loss) before income taxes                            89,132         43,929         49,283        (10,389)        41,713
Income (loss) from continuing operations                     73,978         24,444         24,296        (16,384)        27,697
Cumulative effect on prior years of changes
  in accounting principles (net of income taxes)                           (83,098)
Net income (loss)                                            51,127        (56,940)        35,237        (18,404)        48,610
Income (loss) per share from continuing
  operations                                                   1.66            .54            .54           (.39)           .56
Loss per share from cumulative effect on prior
  years of changes in accounting principles                                  (1.85)
Net income (loss) per share                                    1.14          (1.27)           .79           (.44)           .98


Financial Position
Working capital                                       $     136,400  $     100,929  $     140,456  $     116,802  $     162,514
Property, plant and equipment, at cost                      329,076        352,767        362,840        351,607        324,562
Total assets                                                884,500        851,070        948,953        898,248        923,067
Long-term debt                                               34,270          7,069         67,011         65,881         65,356
Shareholders' equity                                        290,432        306,605        429,007        411,034        448,919


Other Data
Orders                                                $   1,048,350  $     995,379  $     983,568  $     914,409  $     855,079
Dividends per share                                             .68            .68            .68            .68            .68
Average common shares including
  equivalents where dilutive (in thousands)                  44,673         44,953         44,695         42,091         49,835
Shareholders                                                  9,115          9,728         10,483         11,487         13,079
Employees                                                     5,954          6,563          6,632          6,797          6,996

</TABLE>


(a)    Includes a $22.9 million after-tax charge for
       discontinued operations (see Note 2).
(b)    Includes $41.0 million in one-time charges in
       connection with the merger with ABI and an $83.1 million
       charge representing the cumulative effect of adopting
       SFAS 106, "Employers' Accounting for Postretirement
       Benefits Other Than Pensions," SFAS 112, "Employers'
       Accounting for Postemployment Benefits" and SFAS
       109, "Accounting for Income Taxes."  Prior years were
       not restated for SFAS 106, 112 or 109 (see Notes 2, 4
       and 5).
(c)    Includes $22.0 million in charges related to product
       line discontinuance and facility relocation, as well as a
       $3.3 million gain on the sale of a joint venture (see Notes 2
       and 10).
(d)    Includes a $50.2 million charge related to the
       consolidation of manufacturing, engineering and
       marketing functions worldwide.

                                    - 20 -

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 26 through 43. Historical results and percentage relationships are not necessarily indicative of operating results for any future periods. During fiscal 1994, The Perkin-Elmer Corporation (PE or the Company) sold its Applied Sciences Operation (ASO) in the first quarter and its Physical Electronics Division (PHI) as of March 31, 1994. Both product lines were sold for approximately net book value. On February 18, 1993, the shareholders of PE and Applied Biosystems, Inc. (ABI) approved the merger of PE and ABI. The transaction was accounted for as a pooling of interests (see Note 2). On July 29, 1993, the Company announced its plans to divest its Material Sciences business segment. Consequently, the Material Sciences segment is presented in the accompanying Consolidated Financial Statements as a discontinued operation (see Note 2). Effective June 30, 1993, the Company changed its fiscal year end from July 31 to June 30. Prior to fiscal 1993, the financial statements of ABI and PE's subsidiaries outside the United States were for fiscal years ended June 30, while PE's domestic operations reported on a July 31 year end. Fiscal 1993, therefore, includes PE's domestic operations for eleven months compared with a full year for fiscal years 1994 and 1992. Results of Continuing Operations Consolidated net revenues were $1,024.5 million in fiscal 1994, up $13.2 million from $1,011.3 million in fiscal 1993. The Company sold ASO during the first quarter of fiscal 1994 and PHI as of the end of the third quarter. The effect of selling these two business units decreased net revenues by $37 million compared with the prior year. Currency effects, primarily from the stronger U.S. dollar compared to the major European currencies, decreased net revenues approximately $25 million in the current year when compared with fiscal 1993. Strong worldwide demand for life science products, especially Polymerase Chain Reaction (PCR) - related instruments and consumables and DNA sequencers, increased revenues $53.5 million (including the unfavorable effects of currency) in fiscal 1994 and offset slower demand experienced in traditional analytical instrument product lines. As previously mentioned, fiscal 1993's net revenues for domestic operations included only eleven months of results because of the change in the Company's fiscal year end. Management estimates that this decreased net revenues by approximately $35 million. Fiscal 1993 consolidated net revenues of $1,011.3 million were up 4.3% from $970.1 million in fiscal 1992. The increase of $41.2 million in fiscal 1993 was attributed to strong worldwide demand for the Company's life science products, especially DNA sequencers, PCR- related instruments and consumables, and liquid chromatography mass spectrometry instrument systems. The effects from foreign currency translation added approximately $5 million to net revenues for fiscal 1993. Net revenues by geographic area (Dollar amounts in millions) 1994 1993 1992 United States $ 417.8 $ 404.5 $ 412.2 Europe 362.6 420.4 395.2 Far East 195.3 144.5 120.1 Other Countries 48.8 41.9 42.6 $ 1,024.5 $1,011.3 $970.1 The previously mentioned change in year end and the loss of ASO and PHI revenues approximately offset each other in the U.S. on a year-to- year comparison of fiscal 1994 to fiscal 1993. The U.S., Far East and Latin American markets improved during fiscal 1994 as demand for life science products increased. Net revenues in the Far East increased 35% from year to year showing improvement in both traditional analytical instrument products (organic and inorganic product lines) and life science products. This is indicative of the emerging markets in this region. In the Far East, the Company used selective pricing strategies throughout the year in analytical instrument product lines to generate higher unit sales volumes in the current fiscal year. Latin America showed a 17% increase year to year as sales were strong in all analytical instrument product lines. In Europe, the continued recessionary environment and strong competition resulted in sales at a lower level than the prior year. During fiscal 1993, net revenues in the United States decreased $7.7 million primarily because of the change in fiscal year end, offset somewhat by increased sales in life science products. European sales were higher in fiscal 1993, increasing 6.4% over fiscal 1992, as a result of higher unit prices. Instrument sales in the Far East were strong during fiscal 1993 as a result of increased demand for large scale DNA products and increased sales of thermal analysis and atomic absorption instrument systems. Net revenues in the Far East benefited from the establishment of several direct sales offices in emerging markets. -21-

Consolidated gross margin as a percentage of net revenues was 48% in fiscal 1994 compared with 47% in fiscal 1993 and 46% in fiscal 1992. Gross margins are traditionally lower in the U.S. than overseas due to keen domestic competition and favorable pricing in Europe for specific product offerings. The improvement in gross margin in fiscal 1994 resulted from a more favorable product mix worldwide. The more favorable product mix was caused by sales of higher margin life science products in the U.S. and the Far East and the decrease in sales of lower margin products resulting from the divestitures of ASO and PHI. The increase in life science revenues in the Far East, yielding improved gross margins, helped offset lower margins resulting from the poor economic conditions in Europe and the aforementioned pricing strategies used in the Far East for analytical instruments. The increase from fiscal 1992 to 1993 was primarily attributed to higher sales volumes of life science products. Consolidated selling, general and administrative expenses (SG&A) decreased $8.8 million or 3% in fiscal 1994. Favorable currency effects during fiscal 1994 accounted for approximately $7 million of the decrease. Higher marketing expenses of approximately $6 million in the Far East, primarily related to the life science business, were offset by reduced marketing expenses of approximately $8 million in Europe during fiscal 1994. Also, fiscal 1993 included a $3 million one-time charge to reduce the value of certain receivables due from customers in Eastern Bloc countries. The increase in fiscal 1993 of $22.2 million was attributed to the aforementioned writedown of receivables, higher marketing expenses resulting from the establishment of direct sales offices in the Far East, expansion of marketing activities in the Company's life science markets and currency effects from the weaker U.S. dollar during the first half of the year. Consolidated research, development and engineering expenses (R&D) were $94.2 million in fiscal 1994, an increase of 12% over the prior year, and $83.8 million in fiscal 1993, an increase of 3% over fiscal 1992. The Company has increased its investment in R&D, primarily in life science programs, which accounts for the higher spending in fiscal 1994. In fiscal 1993, the increase of $2.5 million was the result of higher spending on R&D efforts in the biotechnology field. Other. In connection with the ABI merger, the Company recorded one-time charges in the third quarter of fiscal 1993 of $12.5 million for transaction costs and $28.5 million to combine operations of the two companies. The transaction costs included expenses for investment banker and professional fees. The costs to combine operations included provisions for streamlining marketing and distribution arrangements, consolidation of field sales and service offices worldwide, relocation of certain product lines and key personnel and severance-related costs. During fiscal 1994, approximately $17 million in costs was incurred. The balance primarily represents severance and facilities-related costs which are expected to be paid over the next two fiscal years. Accordingly, the impact on working capital in future years is expected to be minimal. In fiscal 1992, the Company and Hoffmann-La Roche Inc. formed a strategic alliance to market and develop PCR technology used in the amplification of DNA. Under the terms of the agreement, the Company sold its 51% interest in the Perkin-Elmer Cetus Instruments joint venture. The transaction resulted in a one-time before-tax gain of $3.3 million (see Note 2 for further discussion). Based upon a strategic assessment of its markets, in fiscal 1992 ABI recorded a $22 million charge to write down goodwill and other intangibles and to provide for costs of closing a small European operation and a manufacturing facility in San Jose, California. This restructuring was substantially completed in fiscal 1993 (see Note 10). Consolidated operating income for fiscal 1994 was $96.0 million compared to $43.5 million in fiscal 1993 and $62.6 million in fiscal 1992. Operating income was affected in fiscal 1993 and 1992 by the aforementioned merger and restructuring costs. Consolidated interest expense was $7.1 million in fiscal 1994 compared with $13.1 million in fiscal 1993 and $19.9 million in fiscal 1992. The decrease of $6 million in fiscal 1994 was primarily the result of reduced borrowing levels and lower interest rates. The decrease of $6.8 million in fiscal 1993 was a result of lower interest rates, lower average commercial paper borrowings, repayment of long- term debt and the reclassification of interest expense on tax claims to income tax expense. This reclassification was made in connection with the adoption of SFAS No. 109, "Accounting for Income Taxes." Consolidated interest income was $2.4 million in fiscal 1994 compared with $7.5 million in fiscal 1993 and $10.1 million in fiscal 1992. During fiscal 1993, the Company owned a 7% promissory note from F. Hoffmann-La Roche Ltd. which was sold in June 1993. The sale of this note accounted for most of the decrease in interest income in fiscal 1994. In addition, two sub- -22-

ordinated long-term notes receivable totaling $3.7 million were repaid in connection with the sale of the Company's minority equity investment in MRJ Inc. during the second quarter of this year (see Note 2). The lower interest income in fiscal 1993, when compared with the prior year, was the result of a reduction in long-term notes receivable. During fiscal 1992, higher interest income resulted from accrued interest on the note received as partial consideration for the sale of an equity investment (see Note 2). Consolidated other income (expense), net was expense of $2.1 million in fiscal 1994 compared with income of $6.1 million in fiscal 1993 and expense of $3.5 million in fiscal 1992. In fiscal 1993, other income included the gain of $8.5 million from the sale of a promissory note from F. Hoffmann-La Roche Ltd., and higher joint venture income which was partially offset by a $5 million charge to reduce the carrying value of certain unoccupied properties. Fiscal 1994 included higher miscellaneous nonoperating expenses than fiscal 1993. The increased other income in fiscal 1993 over the prior year was the result of the aforementioned events in fiscal 1993, as well as lower net realized exchange losses. The consolidated effective income tax rate was 17% for fiscal 1994 compared with 44% for fiscal 1993 and 51% in fiscal 1992. The prior year's results included one-time charges of $41.0 million related to the merger with ABI, which were not fully deductible for tax purposes, resulting in a higher tax rate. During the first quarter of fiscal 1994, the Company received a favorable ruling from the U.S. Tax Court upholding the Company's pricing method on intercompany sales with respect to its operations in Puerto Rico. Resolution of this long- standing dispute with the U.S. government and the additional tax benefits realized from the inclusion of ABI results for a full year also reduced the Company's effective tax rate for fiscal 1994 when compared with the prior year. Together with other information about the income tax provision, an analysis of the differences between the U.S. federal statutory rate and the effective rate can be found in Note 4. Discontinued Operations (see Note 2) Loss from discontinued operations in fiscal 1994 includes the after-tax settlement of $15.2 million related to the Hubble Space Telescope mirror and the anticipated loss on disposal of the Company's Material Sciences segment. During fiscal 1994, the Company entered into an agreement with Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland, for the sale of the Material Sciences segment. The completion of the sale is subject to closing conditions, including obtaining relevant government regulatory approvals. The transaction has taken longer to complete than expected due primarily to obtaining necessary government approvals in both the U.S. and Europe. As a result of this and negative operating factors, the Company recorded an after-tax loss on disposal of $7.7 million during the fourth quarter of fiscal 1994. Income (loss) from discontinued operations in fiscal 1993 and 1992 includes the results of the Company's Material Sciences segment and Lynx Therapeutics, Inc., a discontinued operation of ABI. Management believes that divesting its Material Sciences business will allow the Company to concentrate on growth opportunities in its core business of analytical instruments. This will allow the Company to focus its financial and operational resources in one industry segment: the development, manufacture, marketing, sales and service of analytical instrument systems. As disclosed in Note 2, Material Sciences profits declined from fiscal 1992 to fiscal 1994. This was primarily related to the weakness and extended downturn in the aircraft turbine engine market and significant downsizing that has occurred in the airline industry in recent years. In addition, in fiscal 1994, operations were adversely affected by the pro- tracted negotiations with the potential buyer and regulatory authorities. Changes in Accounting Principles. In fiscal 1993, the Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes" and No. 112, "Employers' Accounting for Postemployment Benefits." SFAS Nos. 106 and 112 require the accrual method of accounting for the related costs (see Note 5). SFAS No. 109 supersedes SFAS No. 96 and, among other things, changes the criteria for recognition and measurement of deferred tax assets (see Note 4). As a result of adopting the new accounting standards as of August 1, 1992, a one-time, after-tax charge of $83.1 million was recorded. This represented the cumulative effect of the changes on fiscal years prior to 1993. -23-

Foreign Currency. It is the Company's policy to reduce sub- stantially the effects of fluctuations in foreign currency exchange rates associated with future cash flows through its exposure management and foreign currency hedging activities. The Company enters into foreign exchange forward contracts and foreign exchange option contracts to hedge the risk of changes in foreign currency rates associated with certain assets and obligations denominated in foreign currencies. The foreign exchange options permit but do not require the Company to exchange foreign currencies at a future date with another party at a contracted exchange rate. The foreign exchange contracts are accounted for as hedges of net investments, firm commitments, and foreign currency transactions. Gains and losses on hedges of net investments are reported as equity adjustments from translation on the balance sheet. The gains and losses on hedges of firm commitments are deferred and included in the basis of the transaction underlying the commitment. Gains and losses on transaction hedges are recognized in income and offset the foreign exchange gains and losses on the related transaction. Management believes any reasonably likely change in the level of underlying major currencies being hedged will not have a material adverse effect on the financial statements. Management's Discussion of Financial Resources and Liquidity This discussion of financial resources and liquidity focuses on the Statements of Financial Position (page 27) and the Statements of Cash Flows (page 28). Statements of Financial Position bullet Cash and short-term investments are primarily cash, cash equivalents, time deposits and certificates of deposit with original maturity dates of three months to one year (short-term investments). Cash and short- term investments were $25.0 million at June 30, 1994 and $30.3 million at June 30, 1993. bullet PE's current accounts receivable of $231.6 million at June 30, 1994 increased by $13.3 million over June 30, 1993. An estimated $8.5 million was due to the effects of currency translation. The balance at June 30, 1993 included $12.4 million of accounts receivable with respect to the operations of PHI and ASO which were sold during fiscal 1994. Increased fourth quarter sales of analytical instruments in fiscal 1994 accounted for the remaining increase year to year. bullet Inventories were $201.4 million at June 30, 1994 compared with $179.1 million a year ago. The effects of currency translation accounted for approximately $7 million of the increase. The balance at June 30, 1993 included $12.8 million of inventory with respect to the divested operations of PHI and ASO. Orders for analytical instruments in the fourth quarter of this year outpaced sales in every geographic region. The primary reason for the higher inventories was an increase in manufacturing to support the higher backlog at June 30, 1994. bullet Prepaid expenses and other current assets increased to $56.7 million at June 30, 1994 from $47.3 million a year ago. The increase in prepaid expenses and other current assets of $9.4 million was primarily because of increased taxes receivable and royalties receivable. bullet Net property, plant and equipment (PP&E) was $149.1 million at June 30, 1994 compared with $162.7 million a year ago. PP&E consists primarily of investments for productive use. The net decrease of $13.6 million primarily resulted from the sales of PP&E of $14.4 million for ASO and PHI and reclassifications of assets held for sale, which were partially offset by capital spending during fiscal 1994. bullet Total other long-term assets increased from $152.7 million at June 30, 1993 to $164.5 million at June 30, 1994. Other long-term assets primarily consist of marketable securities maturing beyond one year, goodwill, investments in affiliated companies, deferred tax assets and other long-term assets. The primary reason for the increase in long- term assets was higher assets held for sale and a note receivable for $7.2 million received as partial consideration for the sale of PHI. bullet Accounts payable increased approximately $7 million at June 30, 1994 compared with the prior year. This resulted from higher purchases to support production as previously discussed. bullet Other accrued expenses decreased approximately $11 million. The decrease resulted primarily from funding merger-related costs of $17 million and the reclassification of pension liabilities from current to long-term. This was partially offset by an increase in deferred service revenues. The reclassification of pension liabilities was the result of anticipated funding requirements in the U.S. for fiscal 1995. bullet Total borrowings on a consolidated basis aggregated $117.8 million at June 30, 1994 compared with $81.1 million at the end of fiscal 1993. The Company's debt to total capitalization was 29% at June 30, 1994 compared with 21% at June 30, 1993. The increase in total borrowings of $36.7 million in fiscal 1994 was primarily the result of PE's funding of merger-related costs, settlement of potential claims related to the Hubble Space Telescope mirror and the Company's stock repurchase program. In accordance with existing Board authorizations, the Company purchased approximately 1.8 million shares of PE common stock during fiscal 1994. -24-

bullet Other long-term liabilities were $181.5 million at June 30, 1994 compared with $163.4 million at the end of fiscal 1993. The increase was primarily the result of higher pension and postretirement benefit liabilities. PE has consistently maintained a strong financial position and conservative capital structure. Management believes that the Company's financial resources and liquidity remain strong and adequate to meet ongoing operational and financial commitments. Statements of Cash Flows The Statements of Cash Flows depict cash flows by three broad categories: operating activities, investing activities and financing activities. Operating activities are the principal source of PE's cash flows. Investments in property, plant and equipment represent the Company's ongoing investing activity. Major ongoing financing activities include payment of dividends to shareholders and transactions surrounding the Company's various stock plans. PE's capital expenditures for fiscal 1994 approximated $34 million compared with $28 million for fiscal 1993 and $31 million for fiscal 1992. PE's cash and cash equivalents aggregated $25 million at June 30, 1994 compared with $28.6 million at the end of fiscal 1993. Net cash provided by operating activities was $37 million for the year ended June 30, 1994 compared with $66.4 million at the end of fiscal 1993 and $71.5 million at the end of fiscal 1992. Fiscal 1994 included approximately $15 million paid to settle potential claims related to the Hubble Space Telescope mirror and $17 million to fund combination costs related to the merger with ABI. The Company generated $32 million in additional borrowings, $31.9 million from the sale of businesses and assets and $17.4 million from the exercise of Company stock options. During the year, the Company invested approximately $34 million in capital expenditures, paid $30 million in dividends to shareholders and repurchased approximately $60 million of PE's common stock. Purchases of common stock were made to support the Company's various stock plans and additional shares were repurchased under the existing Board authorization. Capital spending commitments as of June 30, 1994 were not significant. Outlook Inflation and changing prices are continually monitored. The Company attempts to minimize the impact of inflation by improving productivity. When operating costs increase, the Company generally recovers such costs by increasing, over time, the price of its products and services. The Company believes that the effects of inflation have been appropriately managed and therefore have not had a material impact on its operations or financial position. Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," is required to be implemented no later than fiscal 1995. The Company believes adoption of the standard, at this time, will not have a material impact on its financial statements. The global economic and political outlook for 1995 has uncer- tainties. PE is subject to these economic uncertainties in key markets around the world. However, management believes that the Company has been strengthened by its merger with ABI and will benefit from its decision to divest its Material Sciences business and concentrate on growth opportunities for analytical instrument systems. Expectations for the remainder of this calendar year are being impacted by the protracted economic downturn in the European analytical instrument markets and the uncertain climate for environmental and pharmaceutical customers in the United States. In the longer term, the Company is encouraged by the accelerating pace of biotechnology advances which it hopes will translate into demand for its life science systems. The Company is also optimistic about the gradual upturn of global analytical instrument markets. Management believes that PE's global businesses and strong financial condition combine to position the Company to deal effectively with the uncertainties and to benefit from any improvements in the economy in fiscal 1995. -25-

CONSOLIDATED STATEMENTS OF OPERATIONS The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands except per share amounts) June 30, June 30, July 31, For the years ended 1994 1993 1992 <S> <C> <C> <C> Net revenues $ 1,024,467 $ 1,011,297 $ 970,054 Cost of sales 535,178 535,137 521,737 Gross margin 489,289 476,160 448,317 Selling, general and administrative 299,101 307,852 285,672 Research, development and engineering 94,172 83,847 81,381 Costs to combine operations 28,500 Transaction costs 12,500 Gain on sale of joint venture (3,300) Provision for restructured operations 22,000 Operating income 96,016 43,461 62,564 Interest expense 7,145 13,139 19,859 Interest income 2,382 7,468 10,073 Other income (expense), net (2,121) 6,139 (3,495) Income before income taxes 89,132 43,929 49,283 Provision for income taxes 15,154 19,485 24,987 Income from continuing operations 73,978 24,444 24,296 Income (loss) from discontinued operations (net of income taxes) (22,851) 1,714 10,941 Income before cumulative effect of changes in accounting principles 51,127 26,158 35,237 Cumulative effect on prior years of changes in accounting principles for: Postretirement benefits other than pensions (net of income taxes of $0) (88,847) Income taxes 19,929 Postemployment benefits (net of income taxes of $800) (14,180) Net income (loss) $ 51,127 $ (56,940) $ 35,237 Per share amounts: Income from continuing operations $ 1.66 $ .54 $ .54 Income (loss) from discontinued operations (.52) .04 .25 Income before cumulative effect of changes in accounting principles 1.14 .58 .79 Loss from cumulative effect on prior years of changes in accounting principles (1.85) Net income (loss) $ 1.14 $ (1.27) $ .79 </TABLE> See accompanying notes to consolidated financial statements. - 26 -

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands) At June 30, 1994 1993 <S> Assets Current Assets <C> <C> Cash and cash equivalents $ 25,003 $ 28,582 Short-term investments 1,749 Accounts receivable, less allowances for doubtful accounts of $7,247 ($8,226 - 1993) 231,564 218,236 Inventories 201,436 179,082 Prepaid expenses and other current assets 56,695 47,275 Total current assets 514,698 474,924 Property, Plant and Equipment, net 149,071 162,689 Other Assets Other long-term assets 164,524 152,735 Net assets of discontinued operations 56,207 60,722 Total other assets 220,731 213,457 Total Assets $ 884,500 $ 851,070 Liabilities and Shareholders' Equity Current Liabilities Loans payable $ 83,552 $ 73,982 Accounts payable 73,221 66,172 Accrued salaries and wages 41,809 43,350 Accrued taxes on income 38,073 38,056 Other accrued expenses 141,643 152,435 Total current liabilities 378,298 373,995 Long-Term Debt 34,270 7,069 Other Long-Term Liabilities 181,500 163,401 Commitments and Contingencies (see Note 11) Shareholders' Equity Capital stock Preferred stock $1 par value: shares authorized 1,000,000; none issued Common stock $1 par value: shares authorized 90,000,000 - 1994, 60,000,000 - 1993; shares issued 45,599,755 - 1994 and 1993 45,600 45,600 Capital in excess of par value 178,739 178,739 Retained earnings 181,130 163,861 Cumulative translation adjustments 5,521 (3,931) Minimum pension liability (36,259) (31,859) Treasury stock, at cost (shares: 1994 - 2,651,049; 1993- 1,655,766) (84,299) (45,805) Total shareholders' equity 290,432 306,605 Total Liabilities and Shareholders' Equity $ 884,500 $ 851,070 </TABLE> See accompanying notes to consolidated financial statements. - 27 -

CONSOLIDATED STATEMENTS OF CASH FLOWS The Perkin-Elmer Corporation <TABLE> <CAPTION> (Dollar amounts in thousands) June 30, June 30, July 31, For the years ended 1994 1993 1992 <S> Operating Activities <C> <C> <C> Income from continuing operations $ 73,978 $ 24,444 $ 24,296 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 42,679 41,304 46,624 Restricted stock amortization 717 1,030 Deferred income taxes 1,750 5,679 1,159 Costs to combine operations and transaction costs 41,000 Gain on sale of joint venture (3,300) Provision for restructured operations 22,000 Changes in operating assets and liabilities: Increase in accounts receivable (21,527) (4,240) (34,254) (Increase) decrease in inventories (25,360) (6,889) 1,944 (Increase) decrease in prepaid expenses and other assets (15,043) 16,922 32,214 Increase (decrease) in accounts payable and other liabilities 2,973 (56,505) (29,751) Divestitures (6,934) 4,003 9,559 Legal settlement (15,550) Net Cash Provided by Operating Activities 36,966 66,435 71,521 Investing Activities Additions to property, plant and equipment (net of disposals of $2,185, $3,264 and $6,877, respectively) (32,327) (25,114) (23,821) Marketable securities and short-term investments 1,778 8,409 3,645 Proceeds from sale of assets 31,850 53,412 Investment in Lynx Therapeutics, Inc. (9,581) Other, net (930) (1,429) (4,132) Net Cash Provided (Used) by Investing Activities 371 25,697 (24,308) Financing Activities Proceeds from long-term borrowings 26,992 32 Principal payments on long-term debt (1,886) (60,707) (4,375) Net change in loans payable 5,053 (19,982) (8,893) Dividends paid (29,813) (26,417) (23,013) Purchase of treasury stock (59,615) (14,012) (15,282) Stock issued for stock plans, net of cancellations 17,426 17,685 16,071 Net Cash Used by Financing Activities (41,843) (103,401) (35,492) Effect of Exchange Rate Changes on Cash 927 (3,255) 1,886 Net Change in Cash and Cash Equivalents (3,579) (14,524) 13,607 Cash and Cash Equivalents beginning of year 28,582 43,106 29,499 Cash and Cash Equivalents end of year $ 25,003 $ 28,582 $ 43,106 </TABLE> See accompanying notes to consolidated financial statements. - 28 -

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY The Perkin-Elmer Corporation <TABLE> <CAPTION> Common Capital In Cumulative Minimum Stock $1.00 Excess Of Retained Translation Pension Treasury Stock (Dollar amounts and shares in thousands) Par Value Par Value Earnings Adjustments Liability At Cost Shares <S> <C> <C> <C> <C> <C> <C> <C> Balance at July 31, 1991 $ 45,084 $ 167,770 $ 246,227 $ 2,774 $ (6,018) $ (44,803) (1,866) Net income 35,237 Cash dividends (23,013) Purchase of treasury stock (15,282) (510) Shares issued under stock plans 149 2,760 (1,525) 14,644 600 Required minimum pension liability (unfunded accumulated benefits) (9,573) Restricted stock plan amortization and cancellations 1,073 Translation adjustments 13,503 Balance at July 31, 1992 $ 45,233 $ 171,603 $ 256,926 $ 16,277 $ (15,591) $ (45,441) (1,776) Net loss (56,940) Cash dividends (26,417) Lynx Therapeutics, Inc. stock distribution (6,959) Purchase of treasury stock (14,012) (443) Shares issued under stock plans 367 6,419 (2,749) 14,597 602 Required minimum pension liability (unfunded accumulated benefits) (16,268) Restricted stock plan amortization and withholdings 717 (949) (39) Translation adjustments (20,208) Balance at June 30, 1993 $ 45,600 $ 178,739 $ 163,861 $ (3,931) $ (31,859) $ (45,805) (1,656) Net income 51,127 Cash dividends (29,813) Lynx Therapeutics, Inc. stock distribution (350) Purchase of treasury stock (59,615) (1,841) Shares issued under stock plans (3,695) 21,121 846 Required minimum pension liability (unfunded accumulated benefits) (4,400) Translation adjustments 9,452 Balance at June 30, 1994 $ 45,600 $ 178,739 $ 181,130 $ 5,521 $ (36,259) $ (84,299) (2,651) </TABLE> See accompanying notes to consolidated financial statements. - 29 -

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), reflect the acquisition of Applied Biosystems, Inc. (ABI) as a pooling of interests and present the Company's Material Sciences segment as a discontinued operation (see Note 2). Effective June 30, 1993, the Company changed its fiscal year end from July 31 to June 30. Prior to fiscal 1993, the financial statements of ABI and PE's subsidiaries outside the United States were for fiscal years ended June 30, while PE's domestic operations reported on a July 31 fiscal year end. Fiscal 1993, therefore, includes PE's domestic operations for eleven months. The fiscal 1993 Consolidated Statement of Operations has been reclassified to reflect a $3.0 million charge to reduce the value of receivables due from Eastern Bloc countries, previously included as other expense, as an operating expense. Investments. The Company uses the equity method of accounting for its investments in 50% or less owned joint ventures. Investments in which PE's ownership is less than 20% are carried at cost. The Company is required to implement SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," no later than fiscal year 1995. This statement requires investments in equity securities that have readily determinable fair values and all investments in debt securities to be classified in three categories: (1) held-to-maturity securities, which are reported at amortized cost; (2) trading securities, which are reported at fair value with unrealized gains and losses included in earnings; and (3) available-for-sale securities, which are reported at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. The Company believes adoption of the standard, at this time, will not have a material impact on its financial statements. Changes in Accounting Principles. During fiscal 1993, the Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes" and No. 112, "Employers' Accounting for Postemployment Benefits." SFAS Nos. 106 and 112 require the accrual method of accounting for the related costs (see Note 5). SFAS No. 109 supersedes SFAS No. 96 and, among other things, changes the criteria for recognition and measurement of deferred tax assets (see Note 4). As a result of adopting the new accounting standards as of August 1, 1992, a one-time, after-tax charge of $83.1 million was recorded in fiscal 1993. This represented the cumulative effect of the changes on fiscal years prior to 1993. 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 and marketable securities are valued at cost which approximates market. Long-term marketable securities were $7 million at June 30, 1994 and 1993, and are included in other long-term assets (see Note 13). 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 rate. The related translation adjustments are recorded as cumulative translation adjustments, a separate component of shareholders' equity. Revenues and expenses are translated using average exchange rates prevailing during the year. Foreign currency transaction gains and losses, as well as translation adjustments for assets and liabilities of foreign operations where the functional currency is the dollar, are included in net income (loss). Foreign currency realized and unrealized gains and losses for the years presented were not material. It is the Company's policy to reduce substantially the effects of fluctuations in foreign currency exchange rates associated with future cash flows through its exposure management and foreign currency hedging activities. The Company enters into foreign exchange forward contracts and foreign exchange option contracts to hedge the risk of changes in foreign currency rates associated with certain assets and obligations denominated in foreign currencies. The foreign exchange options permit but do not require the Company to exchange foreign currencies at a future date with another party at a contracted exchange rate. The foreign exchange contracts are accounted for as hedges of net investments, firm commitments, and foreign currency transactions. Gains and losses on hedges of net investments are reported as equity adjustments from translation on the balance sheet. The gains and losses on hedges of firm commitments are deferred and included in the basis of the transaction underlying the commitment. Gains and losses on transaction hedges are recognized in income (loss) and offset the foreign exchange gains and losses on the related transaction. The forward contracts and options 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 for forward contracts and options by limiting the counterparties to major international banks and financial institutions. Management does not expect to record any losses as a result of counterparty default. The Company does not require or place collateral for these financial instruments. -30-

Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories at June 30, 1994 and 1993 included the following components: (Dollar amounts in millions) 1994 1993 Raw materials and supplies $ 24.9 $ 27.9 Work-in-process 22.4 25.4 Finished products 154.1 125.8 Total $201.4 $179.1 Property, Plant and Equipment and Depreciation. Property, plant and equipment are stated at cost and at June 30, 1994 and 1993 consisted of the following: (Dollar amounts in millions) 1994 1993 Land $ 20.8 $ 27.9 Buildings and leasehold improvements 124.6 131.2 Machinery and equipment 183.7 193.7 Property, plant and equipment, at cost 329.1 352.8 Accumulated depreciation and amortization 180.0 190.1 Property, plant and equipment, net $149.1 $162.7 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. 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. Fixed assets leased under capital leases were not material for the years presented. 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 40 years. Patents and trademarks are amortized using the straight-line method over their expected useful lives. The accumulated amortization of intangibles at June 30, 1994 and 1993 was $22.5 million and $17.6 million, respectively. Amortization of Software Development Costs. Capitalized software development costs are amortized based upon the greater of the straight-line method over the estimated economic life or the ratio of current gross revenues to total expected gross revenues for the product. The amounts recorded in the financial statements are not material. Income Taxes. PE intends to permanently reinvest substantially all of the undistributed earnings of its foreign 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, would not be significant. Revenues. PE recognizes revenues when products are shipped or services are rendered. Amounts billed for service contracts are credited to deferred service contract income and reflected in net revenues over the term of the contract. The balance of deferred service contract income included in other accrued expenses at June 30, 1994 and 1993 was $37.3 million and $30.7 million, respectively. Research, Development and Engineering. Research, development and engineering expenditures are expensed when incurred. 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. SFAS No. 95, "Statement of Cash Flows," requires disclosure of noncash investing and financing activities excluded from the Consolidated Statements of Cash Flows and amounts paid in cash for interest and income taxes. The following is a statement of supplemental cash flow information for fiscal years ended 1994, 1993 and 1992: (Dollar amounts in millions) 1994 1993 1992 Interest $ 7.0 $12.5 $14.4 Income taxes $16.1 $18.5 $13.7 Noncash investing and financing activities: Note receivable from sale of assets (see Note 2) $ 7.2 Acquisition of preferred stock for common stock and a note receivable (see Note 2) $17.0 Acquisition of note receivable for Payment-in-Kind preferred stock (see Note 2) $ 5.8 Acquisition of purchased tech- nology payable in future periods $ 3.2 Lynx Therapeutics, Inc. stock distribution $ .4 $ 7.0 Minimum pension liability $ 4.4 $16.3 $ 9.6 -31-

Other. During fiscal 1993, because of the continued softness in the commercial real estate market, the Company reduced the carrying value of certain unoccupied properties by $5 million. This charge is included in other income (expense), net in the Consolidated Statement of Operations. Note 2 Mergers and Divestitures Merger with Applied Biosystems, Inc. On February 18, 1993, the shareholders of PE and ABI approved the merger of PE and ABI. Under the terms of the agreement, ABI shareholders received .678 of a share of the Company's common stock for each ABI share. Accordingly, the Company issued 10.2 million shares of its common stock for all the outstanding shares of ABI common stock. Additionally, outstanding options to acquire ABI common stock were converted to options to acquire 1.5 million shares of the Company's common stock. ABI, founded in 1981, is a leading supplier of automated systems for life science research and related applications. ABI develops, manufactures and markets systems, instruments and associated chemicals used to purify, analyze, interpret results and synthesize biological molecules such as DNA, RNA and proteins. The merger qualified as a tax-free reorganization and was accounted for as a pooling of interests. Accordingly, the Company's financial statements include the results of ABI for all periods presented. Combined and separate results of PE and ABI during the periods preceding the merger were as follows (in millions): Six months ended January 31, 1993 (unaudited) PE ABI Adjustment Combined Net revenues $420.2 $100.9 $521.1 Net income (loss) $(54.5) $ 5.7 $(48.8) Fiscal year ended July 31, 1992 Net revenues $788.3 $181.8 $970.1 Net income (loss) $ 58.8 $(15.9) $(7.7) $ 35.2 The combined financial results presented above include adjustments made to conform accounting policies of PE and ABI. The only adjustment impacting net income was the restatement of ABI's provision for income taxes from the accounting methods prescribed by SFAS No. 109, to the methods prescribed by SFAS No. 96, which was used by PE prior to fiscal 1993. All other adjustments were reclassifications to conform financial statement presentation. Intercompany transactions between the two companies for the periods presented were not material. In connection with the merger, the Company recorded one-time charges in the third quarter of fiscal 1993 for transaction costs ($12.5 million) and to reflect the costs to combine operations of the two companies ($28.5 million). The transaction costs include expenses for investment banker and professional fees. The costs to combine operations include provisions for streamlining marketing and distribution arrangements, consolidation of field sales and service offices worldwide, relocation of certain product lines and key personnel, and severance-related costs. Amounts included in other accrued expenses related to costs to combine operations at June 30, 1994 and 1993, were $9.6 million and $26.4 million, respectively. Discontinued Operations Legal Settlement. During the first quarter of fiscal 1994, the Company paid $15.5 million to settle potential claims related to the Hubble Space Telescope mirror. This amount, which included legal costs, resulted in an after-tax charge of $15.2 million and is recorded in discontinued operations. In 1989, the Company had sold the unit which performed the work on the telescope to a subsidiary of Hughes Aircraft Company. Material Sciences Segment. On July 29, 1993, the Company announced its plans to divest its Material Sciences segment which consists of the Company's Metco division (Metco) headquartered in Westbury, New York. Metco produces combustion, electric arc and plasma thermal spray equipment and supplies. The Company has entered into an agreement with Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland, for the sale of Metco. The completion of the sale is subject to closing conditions, including receipt of relevant government regulatory approvals. The transaction has taken longer to complete than expected due primarily to obtaining necessary government approvals in both the U.S. and Europe. As a result of this and negative operating factors, the Company recorded an after-tax loss on disposal of $7.7 million during the fourth quarter of fiscal 1994. The net assets and operating results of Metco are presented in the accompanying consolidated financial statements as a discontinued operation. Lynx Therapeutics, Inc. On October 5, 1992, prior to its merger with PE, ABI announced the decision to distribute to its shareholders approximately 82% of the stock of its subsidiary, Lynx Therapeutics, Inc. (Lynx). The accompanying Consolidated Statements of Operations reflect the Lynx operating results as a discontinued operation. The net assets of Lynx were not significant. -32-

Summary results of the aforementioned discontinued operations were as follows: (dollar amounts in millions) June 30, June 30, July 31, For the years ended 1994 1993 1992 Net revenues $106.7 $122.9 Costs and expenses 103.2 108.0 Provision for income taxes .2 2.9 Income from discontinued operations - Metco prior to the measurement date 3.3 12.0 Loss on disposal of Metco including a provision of $5.0 for operating losses during the phase-out period (less applicable income taxes of $.8) $ (7.7) Loss from discontinued operations (net of income taxes of $(.2) in 1993, $.7 in 1992) - Lynx (1.6) (1.1) Legal settlement (less appli- cable income taxes of $.3) (15.2) Income (loss) from discontinued operations $(22.9) $ 1.7 $10.9 The net assets of Metco have been segregated in the June 30, 1994 and 1993 Consolidated Statements of Financial Position and are summarized below: (Dollar amounts in millions) 1994 1993 Assets: Accounts receivable, net $25.6 $27.1 Inventories 26.3 28.3 Other current assets 1.2 1.2 Property, plant and equipment, net 20.1 19.6 Other long-term assets 3.9 4.1 Total Assets 77.1 80.3 Liabilities: Accounts payable 5.3 4.1 Other accrued expenses 3.1 4.0 Other current liabilities 3.5 5.3 Long-term liabilities 4.3 3.3 Total Liabilities 16.2 16.7 Cumulative translation adjustments 4.7 2.9 Net Assets $56.2 $60.7 Divestitures. During the first quarter of fiscal 1994, the Company sold the net assets of its Applied Science Operation to Orbital Sciences Corporation. The Company received cash proceeds of $600,000 and 320,000 shares of Orbital Sciences Corporation common stock which were subsequently disposed of in the second quarter of fiscal 1994 for proceeds of approximately $5 million. During the second quarter of fiscal 1994, the Company sold its minority equity investment in MRJ, Inc. to MRJ Group, Inc. for $3.3 million in cash. In addition, two subordinated notes due from MRJ, Inc. were repaid to the Company. During the fourth quarter of fiscal 1994, the Company completed the sale of its Physical Electronics Division (PHI) to the management of PHI and Chemical Venture Partners. The unit, which was sold for approximately net book value, manufactures and markets surface analysis equipment primarily used for thin-film characterization by chemical analysis. The Company received cash proceeds of $23 million and a 10% interest-bearing note with a face value of $7.2 million in connection with the sale. The gains and losses from the aforementioned divestitures were not significant to the Company's results of operations. Other. In June of fiscal 1992, PE acquired 10,000 shares of Silicon Valley Group preferred stock in exchange for its minority interest in SVG Lithography, Inc. (SVGL) (2 million shares of SVGL common stock), and an SVGL note receivable maturing on May 1, 1995, representing an aggregate purchase price of $17 million. The investment in preferred stock is included in other long-term assets in the Consolidated Statements of Financial Position. In July of fiscal 1992, the Company sold to ETEC its senior Payment- in-Kind preferred stock with a liquidation value of $6 million in exchange for $250,000 in cash and a senior subordinated note valued at approximately $5.8 million. The note is included in other long-term assets. Sale of Joint Venture. On December 11, 1991, PE and Hoffmann-La Roche Inc. formed a strategic alliance to market and develop the Polymerase Chain Reaction (PCR) technology used in the amplification of DNA. Under the terms of the agreement, the Company sold its 51% interest in the noninstrument PCR assets of the Perkin-Elmer Cetus Instruments joint venture to Hoffmann-La Roche Inc. The agreement provides for PE to remain the exclusive distributor of all PCR products in the nondiagnostic markets for Hoffmann-La Roche Inc. The Company received a 7% promissory note from F. Hoffmann-La Roche Ltd., in the amount of $45 million and royalty payments based on the net revenues of future sales for PCR products. The transaction resulted in a one-time before-tax gain of $3.3 million in fiscal 1992. In June of fiscal 1993, the Company completed the sale of the 7% promissory note. This transaction resulted in a one-time pretax gain of $8.5 million included in other income (expense), net in the Consolidated Statement of Operations for fiscal 1993. -33-

Note 3 Debt and Lines of Credit Loans payable and long-term debt at June 30, 1994 and 1993 are summarized below: (Dollar amounts in millions) 1994 1993 Loans payable, United States: Commercial paper $15.8 $17.1 Notes payable, banks 18.5 Current maturities of long-term debt .1 15.8 35.7 Loans payable, Foreign: Notes payable, banks 65.9 36.6 Current maturities of long-term debt 1.9 1.7 67.8 38.3 Total loans payable $83.6 $74.0 Long-term debt: 3.255% Yen term loan maturing in fiscal 1997 $28.4 Yen denominated bank notes with maturities through fiscal 2005 5.7 $ 6.9 Other .2 .2 Total long-term debt $34.3 $ 7.1 The weighted average interest rates at June 30, 1994 and 1993 for bank borrowings were 6.2% and 6.3%, respectively, and 4.5% and 3.2%, respectively, for commercial paper borrowings. On June 1, 1994, the Company entered into a $150 million credit facility consisting of a $50 million 364 day revolving credit agreement and a $100 million three year revolving credit agreement. The facility supports commercial paper issued by the Company in the United States and working capital financing requirements. Commitment and facility fees are based on leverage and interest coverage ratios. Borrowings under the facility may be either in the domestic or Eurodollar markets at the option of the Company; interest rates on amounts borrowed vary depending on the source. There were no borrowings under this facility at June 30, 1994 . This agreement replaced a similar facility which would have expired on June 7, 1994. On November 12, 1993, the Company's subsidiary, Perkin-Elmer Italia S.p.A., exercised its option to extend 10 billion Lira of the 15 billion Lira credit facility for an additional year. Interest is payable at the Milan Interbank Offered Rate plus .75% per annum. The loan agreement provides for a commitment fee of .2%. At June 30, 1994, there were borrowings of approximately 3 billion Lira under the facility. The Company's subsidiary, Perkin-Elmer Japan, entered into a three year credit agreement under which it borrowed 2.8 billion Yen at a fixed interest rate of 3.255%. The final maturity date is scheduled for February 1997. At June 30, 1994, PE had unused credit facilities for short-term borrowings from domestic and foreign banks in various currencies totaling approximately $321 million. Compensating balance requirements and/or commitment fees for such credit arrangements were not material. Yen denominated bank notes include fixed rate notes (5.4% and 6.2% at June 30, 1994) and notes bearing interest at the bank's long-term variable prime rates (3.5% and 4.4% at June 30, 1994). Under various credit agreements, the Company is restricted as to maintenance of minimum net worth and interest charge coverage ratios. Annual maturities of long-term debt for the fiscal years 1995 through 1999 are $1.9 million, $1.5 million, $29.3 million, $.7 million and $.4 million, respectively. Note 4 Income Taxes Effective August 1, 1992, PE adopted the provisions of SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. The cumulative effect of the change in the method of accounting for income taxes attributable to fiscal years prior to 1993 was to increase net income by $19.9 million. The tax benefit primarily resulted from the recognition of deferred tax assets relating to future tax amortization of foreign intangibles. The impact of this change on fiscal 1993 operating results, after recording the cumulative effect, was to recognize additional tax expense of $2 million. Income before income taxes for fiscal years ended 1994, 1993 and 1992 was as follows: (Dollar amounts in millions) 1994 1993 1992 United States $65.0 $16.1 $14.2 Foreign 24.1 27.8 35.1 Total $89.1 $43.9 $49.3 The components of the provision for income taxes for fiscal years 1994, 1993 and 1992 consisted of the following: (Dollar amounts in millions) 1994 1993 1992 Currently payable: Federal $(1.3) $ 2.4 $13.2 Foreign 12.6 10.4 9.8 State and local 2.1 1.0 .8 Total currently payable 13.4 13.8 23.8 Deferred: Federal 2.3 3.0 Foreign 1.8 3.4 (1.8) Total deferred 1.8 5.7 1.2 Total provision for income taxes $15.2 $19.5 $25.0 -34-

Significant components of deferred tax assets and liabilities at June 30, 1994 and 1993 were: Deferred Tax Assets (Dollar amounts in millions) 1994 1993 Intangibles $ 13.8 $ 13.0 Inventories 7.7 9.3 Postretirement and postemployment benefits 38.2 36.8 Other reserves and accruals 63.6 68.3 Tax credit carryforwards 20.7 34.3 Subtotal 144.0 161.7 Valuation allowance (119.6) (136.0) Total deferred tax asset $ 24.4 $ 25.7 Deferred Tax Liabilities (Dollar amounts in millions) 1994 1993 Inventories $ (1.0) $ (.7) Other reserves and accruals (6.6) (5.1) Total deferred tax liability (7.6) (5.8) Total net deferred tax asset $ 16.8 $ 19.9 For fiscal 1992, temporary differences giving rise to deferred income taxes principally resulted from intangibles, reserves and inventories. A reconciliation of the federal statutory tax provision to the Company's tax provision for the fiscal years ended 1994, 1993 and 1992 follows: (Dollar amounts in millions) 1994 1993 1992 Federal statutory rate 35% 34% 34% Tax at federal statutory rate $31.2 $14.9 $16.7 State income taxes (net of federal benefit) 1.4 .6 .6 Goodwill .4 .4 5.7 Effect on income from foreign operations (.2) (.5) (3.1) Merger expenses 4.3 Utilization of tax benefit carryforwards (16.5) (8.8) (2.6) U.S. gain from foreign reorganization 4.6 Alternative minimum tax 1.1 Domestic temporary differences for which (benefit is recognized)/no benefit is provided (7.4) 5.7 10.0 Miscellaneous items 1.7 1.8 (2.3) Total provision for income taxes $15.2 $19.5 $25.0 At June 30, 1994, PE has available foreign tax credit carryforwards of $8.5 million which will expire between 1995 and 1999, and alternative minimum tax credits of $12.3 million with an indefinite carryforward period. The Company's federal tax returns have been examined by the Internal Revenue Service (IRS) for the years 1975 through 1987, and the IRS is currently examining 1988 and 1989. The primary issue of significant dollar amount for the fiscal years 1975 through 1987 relates to the Company's pricing method on intercompany sales with its subsidiary in Puerto Rico. In 1989, the Company filed a petition in the United States Tax Court contesting a Notice of Deficiency for taxable years 1975 through 1981 relating primarily to this matter. The Company has completed trial before the Tax Court with respect to the deficiencies relating to pricing and has received the Court's decision, which essentially upheld the Company's pricing methods of the intercompany sales. The favorable ruling from the Tax Court contributed to a lower effective tax rate for the Company in fiscal 1994. The other issue being considered by the Tax Court has not yet been decided but is not material in nature. The years 1982 through 1987 are under consideration at the IRS appeals level. It is the Company's opinion that it has adequately provided in the financial statements for any potential IRS tax adjustment relating to these years. Note 5 Retirement and Other Benefits Pension Plans. Substantially all employees worldwide are covered by either PE or government sponsored retirement plans. The Company recognizes pension expense in accordance with SFAS No. 87, "Employers' Accounting for Pensions." Total pension expense for its domestic plans and significant foreign plans was $17.3 million for fiscal 1994, $13.8 million for fiscal 1993 and $11.7 million for fiscal 1992. The Company has a noncontributory pension plan (contributory 1984 and prior) covering substantially all of its domestic employees (ABI employees were covered effective July 1, 1993). Plan benefits are generally established based on average career earnings. The Company also has nonqualified supplemental and deferred compensation plans for certain officers and key employees which are unfunded and paid directly by the Company. The qualified pension plan in the United States is funded in accordance with the requirements of the Employee Retirement Income Security Act of 1974. Plan assets are invested in various securities including U.S. government and federal agency obligations, corporate debt, preferred and common stocks, foreign government obligations, real estate and foreign equities. Employees outside of the U.S. generally receive retirement benefits under various pension plans based upon such factors as years of service and employee compensation levels which conform to the practice common in the country in which PE conducts business. -35-

The following assumptions and components were used for the fiscal years ended 1994, 1993 and 1992 to develop net periodic pension cost: Domestic Plans (Dollar amounts in millions) 1994 1993 1992 Assumptions: Discount rate 8 1/2% 8 1/2% 8 1/2% Rate of increase in future compensation levels 4% 4% 4% Expected long-term rate of return on assets 8 1/2-10% 8 1/2-10% 8 1/2-10% Components: Service cost $ 9.1 $ 6.2 $ 6.5 Interest cost 30.6 25.6 26.7 Actual return on assets (19.5) (29.0) (23.6) Net amortization and deferral (9.8) 3.5 (4.3) Net periodic pension cost $ 10.4 $ 6.3 $ 5.3 Foreign Plans (Dollar amounts in millions) 1994 1993 1992 Assumptions: Discount rate 6-8 1/2% 6 1/2-9 1/2% 7 1/2-9 1/2% Rate of increase in future compensation levels 4 1/2% 4 1/2-5% 4 1/2-6% Expected long-term rate of return on assets 6 1/2-10% 7-10 1/2% 7 1/2-10 1/2% Components: Service cost $ 2.9 $ 3.1 $ 2.8 Interest cost 6.0 6.3 5.9 Actual return on assets (1.7) (4.3) (.9) Net amortization and deferral (.3) 2.4 (1.4) Net periodic pension cost $ 6.9 $ 7.5 $ 6.4 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, 1994 and 1993: Domestic Plans (Dollar amounts in millions) 1994 1993 Plan assets at fair value $339.3 $323.8 Actuarial present value of benefit obligations: Vested 362.7 346.8 Nonvested 6.1 7.0 Accumulated benefit obligation 368.8 353.8 Effect of assumed increase in future compensation levels 13.1 11.8 Reduction of projected benefit obligation due to curtailment (2.8) Projected benefit obligation 379.1 365.6 Excess of projected benefit obligation over plan assets 39.8 41.8 Required minimum pension liability (unfunded accumulated benefits) 37.9 33.1 Effect of items not yet recognized: Net actuarial loss (57.2) (51.6) Prior service cost (4.7) (9.3) Net transition asset 13.7 16.0 Pension liability $ 29.5 $ 30.0 In accordance with the provisions of SFAS No. 87, the Company recorded, as shown in the table above, an additional minimum liability at the end of each year representing the excess of the accumulated benefit obligations over the fair value of plan assets and accrued pension liabilities. The liabilities have been offset by intangible assets to the extent possible. Because the asset recognized may not exceed the amount of unrecognized prior service cost, the balance of the liability is reported as a reduction of shareholders' equity. As a result of the Company's decision to sell its Applied Science Operation, Physical Electronics Division and Material Sciences segment (see Note 2), PE recognized a curtailment of its domestic pension plan. The loss recognized was not material to the financial statements. The curtailment reduction of $2.8 million, reflected in the Statement of Financial Position, was the gain from the reduction in the projected benefit obligation. This is not recognized immediately as a reduction of expense because it did not exceed the amount of unrecognized cumulative loss, net of the unrecognized initial asset, as required by SFAS No. 88. -36-

Foreign Plans Assets Exceed Accumulated Accumulated Benefits Benefits Exceed Assets (Dollar amounts in millions) 1994 1993 1994 1993 Plan assets at fair value $25.2 $23.5 Actuarial present value of benefit obligations: Vested 23.1 20.4 $43.0 $38.0 Nonvested 4.1 3.6 Accumulated benefit obligation 23.1 20.4 47.1 41.6 Effect of assumed increase in future compensation levels 1.7 .8 12.6 13.1 Projected benefit obligation 24.8 21.2 59.7 54.7 Projected benefit obligation in excess of (less than) plan assets (.4) (2.3) 59.7 54.7 Effect of items not yet recognized: Net actuarial loss (3.8) (1.2) 1.0 (.1) Prior service cost (.4) (.4) Net transition asset (obligation) 3.4 3.7 (7.4) (7.7) Pension liability (asset) $(1.2) $ (.2) $53.3 $46.9 PE has a profit sharing and savings plan whereby, when pretax earnings per share of the common stock outstanding exceed $.3125 per share, the Company is required to fund the plan in an amount equal to 8% of consolidated pretax earnings, as defined by the plan, provided the amount of such payment does not reduce the balance of such earnings below $.3125 per share of common stock. The profit sharing payment by the Company is allocated among its domestic employees (ABI employees were covered as of July 1, 1993) in direct proportion to their earnings. PE's contribution was $7.5 million for fiscal 1994, $6.7 million for fiscal 1993 and $7 million for fiscal 1992. Retiree Health Care and Life Insurance Benefits. PE provides certain health care and life insurance benefits to domestic employees, hired prior to January 1, 1993, who retire from the Company and satisfy certain service and age requirements. Generally, the medical coverage pays a stated percentage of most medical expenses reduced for any deductible and payments made by Medicare or other group coverage. Benefits are administered through an insurance carrier paid by PE. The cost of providing these benefits is shared with retirees. The cost sharing provisions will vary depending on the retirement date, age and years of service. The Company has amended the plan to exclude any domestic employees hired after January 1, 1993. The plan is unfunded. The Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," as of August 1, 1992. This statement requires the accrual of the cost of providing postretirement benefits, including medical and life insurance coverage, during the active service period of the employee. The Company elected to immediately recognize the accumulated liability, measured as of August 1, 1992. This resulted in a one-time after-tax charge of $88.8 million or $1.98 per share. The effect of this change on fiscal 1993 operating results, after recording the cumulative effect for fiscal years prior to 1993, was to recognize additional after-tax expense of $3.0 million or $.07 per share. The pro forma effect of the change on fiscal years prior to 1993 was not determinable. Prior to fiscal 1993, the Company recognized expense in the year the benefits were paid. Postretirement health care and life insurance costs charged to expense were $5.3 million in fiscal 1992. -37-

The following table sets forth the funded status of the plan, reconciled to the accrued postretirement benefit liability recognized in the Company's Consolidated Statements of Financial Position at June 30, 1994 and 1993: (Dollar amounts in millions) 1994 1993 Actuarial present value of postretirement benefit obligation: Retirees $68.8 $72.1 Fully eligible active participants 7.5 6.1 Other active participants 10.9 14.6 Accumulated postretirement benefit obligation (APBO) 87.2 92.8 Effect of items not yet recognized: Unrecognized net gain 6.6 Accrued postretirement benefit liability $93.8 $92.8 Net periodic postretirement benefit cost for fiscal 1994 and 1993 included the following components: (Dollar amounts in millions) 1994 1993 Service cost of benefits earned $1.2 $1.2 Interest cost on accumulated postretirement benefit obligation 7.2 6.7 Net periodic postretirement benefit cost $8.4 $7.9 As a result of the Company's decision to sell its Applied Science Operation, Physical Electronics Division and Material Sciences segment (see Note 2), it recognized a $2.9 million gain related to the curtailment of its postretirement benefit plan during fiscal 1994. The discount rate used in determining the APBO was 8.5% in fiscal 1994 and 1993. The assumed health care cost trend rate used for measuring the APBO was divided into three categories: 1994 1993 Pre-65 participants 12.3% 13.0% Post-65 participants 8.7% 9.0% Medicare 7.8% 8.0% All three rates were assumed to decline to 5.5% over 11 years in fiscal 1994 and over 12 years in fiscal 1993. If the health care cost trend rate was increased 1 percent, the APBO, as of June 30, 1994, would have increased 10.3%. The effect of this change on the aggregate of service and interest cost for fiscal 1994 would be an increase of 13%. Foreign employees are primarily covered under government sponsored programs and, therefore, the impact of SFAS No. 106 was not material. No significant expense for foreign retiree medical benefits was incurred by the Company in any of the years presented. Postemployment Benefits. The Company provides certain postemployment benefits to eligible employees. These benefits include severance, disability and medical-related costs paid after employment but before retirement. The Company adopted, effective as of the beginning of fiscal 1993, SFAS No. 112, "Employers' Accounting for Postemployment Benefits." SFAS No. 112 requires an accrual method of accounting for the related costs. Prior to the adoption of this standard, the Company recognized such costs at the time the benefits were paid. The adoption of SFAS No. 112 in fiscal 1993 resulted in a one- time after-tax charge to net income of $14.2 million in the first quarter of the year, representing the cumulative effect on prior years of adopting the new standard. Note 6 Geographic Area Information PE operates in one industry segment: the development, manufacture, marketing, sales and service of analytical instrument systems. Included in this industry segment are analytical instrument systems and associated consumable products used to amplify, purify, analyze, interpret results of, synthesize and sequence biological molecules such as DNA, RNA and proteins utilized in life science and related applications. This industry segment also includes analytical instrument systems used for determining the composition and molecular structure of chemical substances and measuring the concentration of materials in a sample. Analytical instruments include spectrophotometers, gas and liquid chromatographs, analytical balances, flame photometers, polarimeters and data handling devices that are designed for use with analytical instrument systems. Operating income is net revenues less operating costs and expenses. Operating costs and expenses include cost of sales, selling, general and administrative and research, development and engineering expenses. Identifiable assets include all assets directly identified with those geographic areas. Corporate assets consist primarily of cash and cash equivalents, short-term investments, long-term marketable securities, certain -38-

other current and long-term assets and certain investments in unconsolidated companies. Information by geographic area is presented on a source basis, with exports shown in their area of origin and R&D expenses reflected in the area where the activity was performed. Operating income reflects all profit in the region where the sale originated. The geographic groupings of non-U.S. operations are based on similarities of business environment and geographic proximity. <TABLE> <CAPTION> Eliminations United Other and Corporate (DOLLAR AMOUNTS IN MILLIONS) States Europe Far East Countries Expenses Consolidated Fiscal 1994: <S> <C> <C> <C> <C> <C> <C> Net revenues $ 417.8 $ 362.6 $ 195.3 $ 48.8 $ 1,024.5 Interarea transfers 56.0 114.3 102.2 6.6 $ (279.1) 473.8 476.9 297.5 55.4 (279.1) $ 1,024.5 Operating income (loss) (3.4) 48.8 62.0 9.7 $ (21.1) 96.0 Identifiable assets $ 319.3 $ 224.6 $ 102.6 $ 23.3 $ 669.8 Corporate assets 158.5 Net assets of discontinued operations 56.2 Total assets 884.5 Fiscal 1993: (a) Net revenues $ 404.50 $ 420.40 $ 144.5 $ 41.9 $ 1,011.3 Interarea transfers 56.5 122.8 64.2 7.6 $ (251.1) 461.0 543.2 208.7 49.5 (251.1) $ 1,011.3 Operating income (loss) (b) (24.7) 58.1 43.9 8.3 $ (42.1) 43.5 Identifiable assets $ 332.4 $ 215.8 $ 70.5 $ 20.9 $ 639.6 Corporate assets 150.8 Net assets of discontinued operations 60.7 Total assets 851.1 Fiscal 1992: (a) Net revenues $ 412.2 $ 395.2 $ 120.1 $ 42.6 $ 970.1 Interarea transfers 47.8 112.7 50.8 6.0 $ (217.3) 460.0 507.9 170.9 48.6 (217.3) $ 970.1 Operating income (loss) (14.1) 60.1 36.2 7.4 $ (27.0) 62.6 Identifiable assets 352.0 233.0 62.5 26.9 674.4 Corporate assets 210.0 Net assets of discontinued operations 64.6 Total assets 949.0 </TABLE> (a) The financial data by geographic area for prior years has been reclassified to reflect all operating profit in the region where the revenue originated. (b) The costs to combine operations of $28.5 million were included in operating income of the United States ($15.4 million), Europe ($11.4 million), Far East ($1.4 million) and other countries ($.3 million). The $12.5 million in transaction costs is reflected as a corporate expense. For purposes of this footnote, revenues between geographic areas are accounted for at approximately cost. Export sales for the fiscal years ended June 30, 1994, 1993 and July 31, 1992 were approximately $63.8 million, $76.1 million and $80.7 million, respectively. Note 7 Shareholders' Equity Treasury Stock. PE's Board of Directors has authorized the purchase of PE common stock to support the Company's employee stock purchase plan and stock option plans. Under this Board of Directors' resolution, purchases for this program are limited annually to the number of shares expected to be issued under these plans. For the years ended June 30, 1994, 1993 and July 31, 1992, the Company purchased .8 million shares, .4 million shares and .5 million shares, respectively, to support these plans. Under a separate program, PE is authorized to purchase common stock when management deems such action to be in the best interest of its shareholders and the Company. During fiscal 1989, the Company's Board of Directors increased its authorization to purchase PE common stock from 5 million shares to 10 million shares. As of June 30, 1994, approximately 5 million shares remain authorized to be purchased. Shareholder Protection Rights Plan. PE has adopted a Shareholder 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 $90.00, 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 PE 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 PE's option at one cent per right prior to a person or group becoming an acquiring person. Common Stock. In October 1993, the Company's shareholders approved an increase in the number of authorized shares of common stock from 60 million to 90 million. Note 8 Stock Plans Stock Option Plans. Under PE'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. As a result of the merger with ABI in 1993, all unexpired and unexercised stock options under ABI's stock option plans were converted to options to acquire .678 of a share of the Company's common stock, and the obligations with respect to such options have been assumed by PE. Each ABI option assumed by PE is subject to the same terms and conditions which existed prior to the merger. Stock options granted under the ABI plans were available for grant to employees, directors, consultants, sales representatives and distributors. Incentive stock options, granted at prices not less than the fair market value of the common stock on the date of grant, and nonstatutory stock options, granted at prices ranging from 85% to 100% of the fair market value on the date of grant, were available for grant. Transactions relating to the stock purchase and option plans of the Company are summarized below. The table reflects the pooled activity of PE and ABI options for 1992 and 1993 as if all ABI options were granted, exercised, or canceled at .678 of a PE share. Number of Shares Outstanding at July 31, 1991 3,982,226 Granted at $18.07-$34.81 per share 896,246 Exercised at $15.90-$35.88 per share 630,091 Canceled 234,380 Outstanding at July 31, 1992 4,014,001 Granted at $20.47-$37.75 per share 1,387,417 Exercised at $9.96-$35.88 per share 841,752 Canceled 199,523 Outstanding at June 30, 1993 4,360,143 Granted at $30.25-$37.75 per share 970,150 Exercised at $10.70-$35.32 per share 763,085 Canceled 253,458 Outstanding at June 30, 1994 4,313,750 Options exercisable at June 30, 1994 2,491,665 -40-

As of June 30, 1994, 1.0 million shares remain available for option grant. Employee Stock Purchase Plan. The Employee Stock Purchase Plan enables substantially all domestic employees to subscribe to shares of common stock on an annual offering date at a purchase price equal to the lower of 85% of the fair market value of the common stock on the day the right is granted or 85% of the fair market value of the common stock on the day the 24 month purchase period applicable to each right to purchase terminates. At the effective time of the merger, each outstanding right to acquire ABI common stock pursuant to the ABI Employee Stock Purchase Plan was converted to a right to purchase .678 of a share of PE common stock subject to the same terms and conditions set forth in the ABI purchase plan. ABI contributed 25% of the purchase price of eligible stock purchases. Common stock issued under the PE and ABI Employee Stock Purchase Plans, assuming ABI stock was issued at .678 of a PE share prior to the merger, was approximately .1 million in fiscal 1994, 1993 and 1992. At June 30, 1994, .8 million shares are reserved for issuance. Director Stock Purchase and Deferred Compensation Plan. In 1993, PE adopted the Director Stock Purchase and Deferred Compensation Plan which requires nonemployee directors of the Company to apply at least 50% of their annual retainer to the purchase of common stock. The purchase price of the common stock to be purchased under the plan is the fair market value on the first calendar day of the third month of each fiscal quarter. At June 30, 1994, approximately 96,500 shares were available for issuance. Restricted Stock. As part of PE's 1993 Stock Incentive Plan, a total of 100,000 shares of common stock may be granted to key employees pursuant to restricted stock awards. Such stock will not vest until certain continuous employment restrictions are met. PE's 1988 Stock Incentive Plan also permitted the grant of restricted stock awards. In fiscal 1994, 1993 and 1992, there were no shares awarded. The amounts charged to expense in fiscal years 1993 and 1992 related to the 1988 plan were $.7 million and $1 million, respectively. There were no charges in fiscal 1994. Note 9 Additional Information The following table provides the major components of selected accounts of the Consolidated Statements of Financial Position: (Dollar amounts in millions) At June 30, 1994 1993 Other long-term assets Investments in affiliated companies $ 34.0 $ 38.1 Assets held for sale 45.0 31.6 Other 85.5 83.0 Total $164.5 $152.7 Other accrued expenses Deferred service revenues $ 37.3 $ 30.7 Accrued pension liabilities 16.7 25.4 Costs to combine operations 9.6 26.4 Other 78.0 69.9 Total $141.6 $152.4 Other long-term liabilities Accrued pension liabilities $ 56.1 $ 41.9 Accrued postretirement benefits 89.9 86.8 Other 35.5 34.7 Total $181.5 $163.4 The following table provides the significant components of other income (expense) in the Consolidated Statement of Operations for the year ended June 30, 1993: (Dollar amounts in millions) 1993 Gain on sale of 7% promissory note $8.5 Reduction in carrying value of unoccupied properties (5.0) Other, net 2.6 Total $6.1 The components of other income (expense) for fiscal years 1994 and 1992 were not material. Note 10 Provision for Restructured Operations In the fourth quarter of fiscal 1992, ABI recorded a $22 million charge to write down goodwill and other intangibles with limited or no continuing value; to reserve for the closing of its Swedish operation; and to accrue for expenses related to the closure and relocation of its San Jose, California manufacturing facility. The closure of the Swedish operation and the San Jose facility were substantially completed in fiscal 1993. -41-

Note 11 Commitments and Contingencies Future minimum payments at June 30, 1994 under noncancelable operating leases for real estate and equipment were as follows: (Dollar amounts in millions) 1995 $24.1 1996 20.1 1997 15.7 1998 10.2 1999 8.0 2000 and thereafter 9.2 Total $87.3 Rental expense was $32.9 million in fiscal 1994, $31.9 million in fiscal 1993 and $27.7 million in fiscal 1992. 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 Sale of Accounts Receivable The Company periodically sells accounts receivable in Japan. In 1992, the Company also sold accounts receivable in Italy. These transactions are recorded as sales in accordance with SFAS No. 77, "Reporting by Transferors for Transfers of Receivables with Recourse," as amended. During the fiscal years ended 1994, 1993 and 1992, the Company received cash proceeds of $43.8 million, $17.8 million and $38.1 million, respectively. The Company believes that it has adequately provided for any risk of loss which may occur under these arrangements. Note 13 Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of the following financial instruments held by the Company: Cash and Short-Term Investments. The carrying amount approximates fair value because of the short maturity of those instruments. Marketable Securities Beyond One Year. The fair values of these investments are estimated based on quoted market prices for those or similar instruments. Minority Equity Investments, Notes Receivable. The fair values of these instruments are estimated based on quoted market prices if available or quoted market prices of financial instruments with similar characteristics. Debt. The fair value of the Company's debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. Foreign Currency Contracts. The fair value of foreign currency contracts (used for hedging purposes) is estimated using fiscal year end exchange rates. The carrying values and estimated fair values of the Company's financial instruments at June 30, 1994 and 1993 were as follows: Carrying Fair Carrying Fair Amount Value Amount Value (Dollar amounts in millions) 1994 1993 Cash and short-term investments $25.0 $25.0 $30.3 $30.3 Marketable securities maturing beyond one year 7.0 7.0 7.0 7.0 Minority equity investments 27.3 30.0 28.3 28.7 Notes receivable 13.4 13.7 9.8 10.0 Short-term debt 83.6 83.6 74.0 74.0 Long-term debt 34.3 34.3 7.1 7.1 Foreign currency contracts 90.8 90.8 59.5 59.5 -42-

Note 14 Quarterly Financial Information (Unaudited) The following is a summary of quarterly financial results for the fiscal years ended June 30, 1994 and June 30, 1993: <TABLE> <CAPTION> First Quarter Second Quarter Third Quarter Fourth Quarter (Dollar amounts in millions except per share amounts) 1994 1993 1994 1993 1994 1993 1994 1993 <S> <C> <C> <C> <C> <C> <C> <C> <C> Net revenues $ 243.3 $ 250.9 $ 256.8 $ 270.2 $ 263.5 $ 258.6 $ 260.9 $ 231.6 Gross margin 113.6 117.5 123.6 129.8 128.9 123.0 123.1 105.9 Income (loss) from continuing operations 13.5 11.6 22.2 20.5 20.4 (16.9) 17.9 9.3 Income (loss) from discontinued operations (12.5) 1.8 .4 2.7 (10.4) (3.2) Income (loss) before cumulative effect of changes in accounting principles 1.0 13.4 22.2 20.9 20.4 (14.2) 7.5 6.1 Cumulative effect on prior years of changes in accounting principles (net of income taxes) (83.1) Net income (loss) 1.0 (69.7) 22.2 20.9 20.4 (14.2) 7.5 6.1 Income (loss) per share from continuing operations .30 .26 .50 .46 .45 (.38) .41 .20 Income (loss) per share from discontinued operations (.28) .04 .01 .06 (.24) (.07) Income (loss) per share before cumulative effect of changes in accounting principles .02 .30 .50 .47 .45 (.32) .17 .13 loss per share from cumulative effect on prior years of changes in accounting principles (1.85) Net income (loss) per share $ .02 $ (1.55) $ .50 $ .47 $ .45 $ (.32) $ .17 $ .13 </TABLE> Stocks Prices and Dividends 1994 1993 <TABLE> <CAPTION> Stock prices High Low High Low <S> <C> <C> <C> <C> First Quarter $ 33 7/8 $ 30 $ 35 1/2 $ 28 1/2 Second Quarter $ 39 $ 28 1/2 $ 39 3/4 $ 30 1/8 Third Quarter $ 39 1/2 $ 31 $ 39 1/4 $ 32 3/4 Fourth Quarter $ 33 $ 27 $ 36 1/2 $ 30 3/4 </TABLE> Dividends per share 1994 1993 First Quarter $ .17 $ .17 Second Quarter $ .17 $ .17 Third Quarter $ .17 $ .17 Fourth Quarter $ .17 $ .17 - 43 -

To the Shareholders of The Perkin-Elmer Corporation The Company is responsible for the preparation and integrity of the accompanying consolidated financial statements. The statements have been prepared in conformity with generally accepted accounting principles appropriate in the circumstances and include amounts based upon management's best estimates and judgments. These accounting principles have been consistently applied. The financial statements are believed to reflect, in all material respects, the substance of events and transactions that should be included. 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 depends on its system of internal accounting controls. This system is designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with the appropriate corporate authorization and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles. The Company believes that its accounting controls provide reasonable assurance that errors or irregularities that could be material to the financial statements are prevented or would be detected within a timely period by employees in the normal course of performing their assigned functions. The concept of reasonable assurance is based on the recognition that judgments are required to assess and balance the costs and expected benefits of a system of internal accounting controls. Written internal accounting control and other operating policies and procedures supporting this system are communicated throughout the Company. Adherence to these policies and procedures is reviewed through a coordinated audit effort of the Company's internal audit staff and independent accountants. The independent accountants review and test the system of internal accounting controls to the extent they consider necessary to support their opinion on the consolidated financial statements of the Company. Their report is the result of an independent and objective review of management's discharge of its responsibilities relating to the fairness of reported operating results and financial condition. The Company's Board of Directors has an Audit Committee composed solely of outside directors. The committee meets periodically with the Company's independent accountants, management and internal auditors to review matters relating to the quality of financial reporting and internal accounting controls, the nature and extent of internal and external audit plans and results, and certain other matters. The independent accountants, whose appointment is recommended by the Audit Committee to the Board of Directors, have full and free access to this committee. A statement of business ethics policy is communicated to all Company employees. The Company monitors compliance with this policy to help assure that operations are conducted in a responsible and professional manner with a commitment to the highest standard of business conduct. William F. Emswiler Vice President, Finance Chief Financial Officer Gaynor N. Kelley Chairman and Chief Executive Officer -44-

Report of Independent Accountants To the Shareholders and Board of Directors of The Perkin-Elmer Corporation In our opinion, based upon our audits and the report of other auditors, 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, 1994 and 1993, and the results of their operations and their cash flows for each of the three fiscal years in the period ended June 30, 1994, 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 did not audit the financial statements of Applied Biosystems, Inc., which statements reflect total revenues of $181,805,000 for the year ended July 31, 1992. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Applied Biosystems, Inc., is based solely on the report of the other auditors. 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 and the report of other auditors provide a reasonable basis for the opinion expressed above. As discussed in Note 4 and Note 5 to the financial statements, the Company changed its method of accounting for income taxes, postretirement benefits and postemployment benefits in fiscal 1993. Price Waterhouse LLP Stamford, Connecticut July 28, 1994 - 45 -

        SUBSIDIARIES OF THE PERKIN-ELMER CORPORATION

                                                 State or
                                                Jurisdiction
   Name                                        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)
               Metco Limited                               (UK)
               Applied Biosystems Ltd.                     (UK)
          Perkin-Elmer Pty Limited                         (Australia)
          Perkin-Elmer (Canada) Ltd.                       (Canada)
               Perkin-Elmer Sciex *                        (Canada)
          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)
               Metco Scandinavia AB                        (Sweden)
               Perkin-Elmer OY                             (Finland)
          Perkin-Elmer Nederland BV                        (The Netherlands)
               Applied Biosystems, BV                      (The Netherlands)
               Perkin-Elmer Belgium NV                     (Belgium)
               Metco Nederland BV                          (The Netherlands)
               Perkin-Elmer Sro                            (Czech Republic)
               Perkin-Elmer Hungaria Kft                   (Hungary)
               Perkin-Elmer Polska Spolka zoo              (Poland)
          Spartan Ltd. +                                   (Channel Isles)
               Listronagh Company                          (Ireland)
          Perkin-Elmer Instruments Asia Pte. Ltd.          (Singapore)
               Perkin-Elmer Instruments Pte. Ltd.          (Malaysia)
          Perkin-Elmer Holding GmbH                        (Germany)
               Bodenseewerk Perkin-Elmer GmbH              (Germany)
               Perkin-Elmer Metco GmbH                     (Germany)
               Perkin-Elmer GmbH                           (Austria)
               Metco Vertrieb GmbH                         (Austria)


          Perkin-Elmer Italia SpA                          (Italy)
          Perkin-Elmer Hong Kong, Ltd.                     (Hong Kong)
          Metco de Mexico SA                               (Mexico)
          Perkin-Elmer Analytical and Biochemical
          Instruments (Beijing) Co., Ltd.                  (China)
Perkin-Elmer International, Inc.                           (Delaware, USA)
          Analitica de Centroamerica, S.A.                 (Costa Rica)
          Perkin-Elmer Industria e Comercio Ltda.          (Brazil)
Metco Industria e Comercio Ltda.                           (Brazil)
Perkin-Elmer Korea Corporation                             (Delaware, USA)
Perkin-Elmer de Mexico SA                                  (Mexico)
Perkin-Elmer Overseas Ltd.                                 (Cayman Islands)
PECO Insurance Company Limited                             (Bermuda)
ULVAC-PHI, Inc. *                                          (Japan)
Daiichi Metco, Co. Ltd. *                                  (Japan)
Perkin-Elmer Caribbean Corporation                         (Delaware, USA)
Perkin-Elmer China, Inc.                                   (Delaware, USA)
Perkin-Elmer FSC, Inc.                                     (Virgin Islands)
Perkin-Elmer Hispania  SA                                  (Spain)
Metco Iberica SA                                           (Spain)
Hitachi Perkin-Elmer, Ltd. +                               (Japan)
Applied Biosystems (Australia) Pty. Ltd.                   (Australia)
Applied Biosystems Canada, Inc.                            (Canada)

                         EXHIBIT 21
                    LIST OF SUBSIDIARIES
Note: Persons directly owned by subsidiaries of The Perkin
Elmer Corporation are indented and listed below their
immediate parent.

*  50% ownership
+ 49% ownership
    SUBSIDIARIES OF THE PERKIN-ELMER CORPORATION (cont'd)


                CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-8 (Nos. 2-95451, 33-25218, 33-44191, 33-50847, 33-50849, and
33-58778) of The Perkin-Elmer Corporation of our report dated July
28, 1994, appearing on page 45 of the Annual Report to Shareholders
for 1994 of The Perkin-Elmer Corporation 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
Schedules, which appears on page 18 of this Form 10-K.




PRICE WATERHOUSE LLP







Stamford, Connecticut
September 21, 1994







Deloitte & Touche LLP [LOGO]
50 Fremont Street
San Francisco, California
94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in the Registration
Statements of The Perkin-Elmer Corporation on Form S-8 (Nos. 2-
95451, 33-25218, 33-44191, 33-50847, 33-50849, and 33-58778) of our
report dated July 29, 1992 (November 5, 1992 as to Notes 13 and 14)
(related to the consolidated financial statements and financial
statement schedules of Applied Biosystems, Inc. not presented 
separately therein) appearing in the Annual Report on Form 10-K
of The Perkin-Elmer Corporation for the year ended June 30, 1994.




DELOITTE & TOUCHE LLP

September 21, 1994

[LOGO]


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