THE PERKIN-ELMER CORPORATION

PERFORMANCE UNIT BONUS PLAN



1.   Purpose of the Plan.

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


2.   Definitions.

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

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

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

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

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


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2.5  "Participant" means a employee to whom an award of
Performance Units has been granted under the Plan.

 2.6  "Stock Incentive Plan" means The Perkin-Elmer
Corporation 1996 Stock Incentive Plan, as the same may be
amended from time to time.

 2.7  "Stock Price Targets" means the stock price
targets applicable to a series of Performance Units
established by the Committee at the time of such award.  For
purposes hereof, a stock price target shall be deemed
attained at such time as the fair market value (as defined
in the Stock Incentive Plan) of a share of Common Stock
averages such stock price target over a period of 90
consecutive calendar days.

 2.8  "Unit Value" means the value of a Performance Unit
as determined pursuant to Section 4.

 2.9  "Vesting Period" means the vesting period
applicable to a series of Performance Units established by
the Committee at the time of such award.


3.   Administration of the Plan.

 The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the
Plan, to administer the Plan.  The Committee shall also have
plenary authority in its discretion to interpret the Plan,
to prescribe, amend, and rescind rules and regulations
relating to it, and to make any and all other determinations
and take any and all actions deemed necessary or advisable
for the administration of the Plan.  The Committee's
determination on the foregoing matters shall be conclusive
and binding.


4.   Awards of Performance Units.

At the time of grant of stock options under the Stock
Incentive Plan, the Committee may grant to any employee to
whom options have been so granted such number of Performance
Units up to the number of stock options so granted.
Performance Units may be granted in one or more series, each
series containing such terms and conditions consistent with
the Plan as the Committee shall determine.  The term of each
Performance Unit shall be the term of the related stock
option, subject to earlier termination as hereinafter
provided, and the Unit Value of each Performance Unit shall
be the purchase price of the related option. Each
Performance Unit granted hereunder shall be evidenced by an
agreement containing such terms and conditions consistent
with the Plan as the Committee shall determine.

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5.   Conditions to Payment of Performance Units.

A Participant's right to receive payment of the Unit
Value of Performance Units awarded to him or her shall,
except as provided below, be subject to the attainment of
the Stock Price Targets and satisfaction of the Vesting
Period applicable to such Performance Units.  Performance
Units shall not be affected by any change of duties or
position so long as the holder thereof continues to be an
employee of the Corporation.


6.   Payment of Performance Units.

6.1  Terms of Payment.  Payment of the aggregate Unit
Value of Performance Units shall be made to Participants as
soon as practicable following the satisfaction of the
applicable Stock Price Targets and Vesting Period and shall,
in the discretion of the Committee, be made in cash, Common
Stock, or a combination thereof.  Notwithstanding the
foregoing, if payment is to be made in shares of Common
Stock, or a combination of such shares and cash, any such
issuance of shares of Common Stock may be made subject to
all applicable laws and regulations and to the approval of
all governmental authorities required in connection with the
authorization, issuance, sale, or transfer of shares of
Common Stock.

6.2  Deferrals.  Notwithstanding the provisions of
Section 6.1 above, to the extent otherwise permissible under
the terms of any deferred compensation plan then offered by
the Corporation, and subject to the terms thereof, a
Participant may elect to defer payment of the dollar value
of the Unit Value payable with respect to any Performance
Units.


7.   Payment Upon Termination of Employment.

7.1  Termination of Employment Prior to Attainment of
Stock Price Targets.  In the event that the employment of a
Participant shall terminate for any reason prior to any
Stock Price Targets having been attained, all Performance
Units granted to such Participant shall immediately
terminate without the payment of any consideration therefor.

7.2  Termination of Employment Following Attainment of
Stock Price Targets.  In the event that the employment of a
Participant shall terminate following the attainment of one
or more applicable Stock Price Targets but prior to
satisfaction of the applicable Vesting Period, the
Performance Units corresponding to such Stock Price Targets
shall be payable as follows:

7.2.1  Termination by Participant Other than for
Good Reason or by the Corporation For Cause.  In the
event of termination of employment by Participant due
to Participant's choice, such choice not being
supported by Good Reason, or due to the Corporation's
terminating said employment for Cause, then


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all Performance Units granted to such Participant shall
immediately terminate without the payment of any
consideration therefor.

 7.2.2  Termination by Participant for Good Reason
or by the Corporation Other than For Cause.  In the
event of termination of employment by Participant for
Good Reason or by the Corporation other than for Cause,
then the Performance Units as to which the Stock Price
Targets have been attained as of the date of such
termination shall be paid to the Participant at such
time as payment of the Unit Value of the Performance
Units would otherwise be made pursuant to Section 6.1
hereof.

 7.2.3  Termination Upon Retirement, Death, or
Disability.  In the event of termination of employment
due to retirement from the Corporation in accordance
with the terms of any qualified pension plan provided
by the Corporation, or if a Participant shall die while
employed by the Corporation or become totally and
permanently disabled, then the Performance Units as to
which the Stock Price Targets have been attained as of
the date of such termination shall be paid to the
Participant at such time as payment of the Unit Value
of the Performance Units would otherwise be made
pursuant to Section 6.1 hereof.


8.   Rights as a Shareholder.

 A Participant shall not be entitled to any rights or
privileges of a shareholder of the Corporation, except that
such Participant shall be entitled to receive dividend
equivalents if, as and when paid on shares of Common Stock;
provided, however, that, except as otherwise provided by the
Committee, Participants shall not be entitled to receive
dividend equivalents on more than one series of Performance
Units at any one time.  For purposes of the payment of such
dividend equivalent, each Performance Unit shall be deemed
equivalent to one share of Common Stock (subject to
adjustment as provided below).


9. Acceleration Upon a Change of Control.

 Notwithstanding any other provision of the Plan or any
Performance Unit granted hereunder, all Stock Price Targets
shall be deemed attained and all Vesting Periods satisfied
(i) in the event that a tender offer or exchange offer
(other than an offer by the Corporation) for the Common
Stock is made by any "person" within the meaning of Section
14(d) of the Act and not withdrawn within ten (10) days
after the commencement thereof; provided, however, that the
Committee may by action taken prior to the end of such ten
(10) day period extend such ten (10) day period for up to a
period of ninety (90) days after the commencement of such tender
offer or exchange offer; and, provided further, that the Committee
may by further action taken prior to the end of such extended


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period declare all Stock Price Targets to have been
attained and all Vesting Periods to have been satisfied,
or (ii) in the event of a Change in Control (as
hereinafter defined).

 For purposes of this Section 9, a "Change in Control"
means an event that would be required to be reported
(assuming such event has not been "previously reported") in
response to Item 1(a) of the Current Report on Form 8-K, as
in effect on the effective date of the Plan, pursuant to
Section 13 or 15(d) of the Act; provided, however, that,
without limitation, such a Change in Control shall be deemed
to have occurred at such time as (a) any "person" within the
meaning of Section 14(d) of the Act becomes the "beneficial
owner" as defined in Rule 13d-3 thereunder, directly or
indirectly, of more than 25% of the Common Stock, (b) during
any two-year period, individuals who constitute the Board of
Directors (the "Incumbent Board") as of the beginning of the
period cease for any reason to constitute at least a
majority thereof, provided that any person becoming a
director during such period whose election or nomination for
election by the Corporation's shareholders was approved by a
vote of at least three-quarters of the Incumbent Board
(either by a specific vote or by approval of the proxy
statement of the Corporation in which such person is named
as a nominee for director without objection to such
nomination) shall be, for purposes of this clause (b),
considered as though such person were a member of the
Incumbent Board, or (c) the approval by the Corporation's
shareholders of the sale of all or substantially all of the
stock or assets of the Corporation.  The Committee may adopt
such procedures as to notice and exercise as may be
necessary to effectuate the acceleration of the payment of
the Unit Value of Performance Units as described above.


10.   Performance Units Not Transferable.

Performance Units may not be sold, assigned,
bequeathed, transferred, pledged, hypothecated, or otherwise
disposed of in any way by the recipient thereof.  Any
attempt to sell, pledge, assign, or transfer such rights
shall be void and unenforceable against the Corporation or
any affiliate.


11.   Time of Granting Performance Units.

 Nothing contained in the Plan or in any resolution
adopted by the Board of Directors or the holders of Common
Stock shall constitute the grant of any Performance Units
hereunder.  A Performance Unit shall be deemed to have been
granted on the date on which the name of the recipient and
the terms of the Performance Unit are set forth in an
Agreement and delivered to the recipient, unless otherwise
provided in the Agreement.


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12.   No Right to Continued Employment.

 Nothing contained in the Plan shall confer upon any
employee the right to continue in the employ of the
Corporation or any subsidiary or interfere with the right of
the Corporation or such subsidiary to terminate such
employee's employment at any time.


13.   Adjustment Upon Changes in Capitalization.

 Notwithstanding any other provision of the Plan, in the
event of changes in the outstanding Common Stock by reason
of stock dividends, stock splits, recapitalizations,
combinations or exchanges of shares, corporate separations
or divisions (including, but not limited to, split-ups,
split-offs, or spin-offs), reorganizations (including, but
not limited to, mergers or consolidations), liquidations, or
other similar events, the aggregate number of Performance
Units granted under the Plan and the dividend equivalent
payments payable thereon shall be adjusted in such manner as
the Committee in its discretion deems appropriate.


14.   Termination and Amendment of the Plan; Amendment
of Awards.

 The Board of Directors may terminate the Plan at any
time or make such modification or amendment to the Plan as
it shall deem advisable.  The Committee may amend the terms
of any award of Performance Shares granted hereunder,
including, without limitation, to permit the payment of the
Unit Value of any Performance Units to Participants under
circumstances other than those set forth in Section 7 above;
provided, however, that no such amendment shall adversely
affect in any material manner any right of any Participant
without his or her consent.


15.   Miscellaneous.

15.1  Withholding for Taxes.  The Corporation shall
have the right to deduct from all payments under the Plan,
or withhold from any distribution of shares of Common Stock
under the Plan, any taxes required by law to be withheld
with respect to such payments.

15.2  Unfunded Status.  The Plan is intended and at all
times shall be an unfunded and unsecured deferred
compensation plan that is limited to key management and
other highly-compensated employees of the Corporation.  Any
payments made under the Plan shall be paid from the general
funds of the Corporation, and no provision shall at any time
be made with respect to segregating assets of the
Corporation for such payment hereunder.  No Participant or
other person shall have any interest in any particular
assets of the Corporation by reason of a right to receive
any payment or benefit under the Plan,

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and any such Participant or other person shall have only the
rights of a general unsecured creditor of the Corporation with
respect to any rights under the Plan.

15.3  Compliance with Laws.  Notwithstanding anything
to the contrary contained in the Plan or otherwise, the
Corporation shall not be obligated to pay the Unit Amount of
any Performance Unit to the extent that the aggregate amount
payable would cause the Company to violate any law or
violate or breach any term of any loan, credit, or any other
material agreement of the Corporation or to which it or any
of its assets are bound or subject.  If any payments are
precluded from being made by reason of the first sentence of
this Section 15.3, such payments otherwise due shall be made
on a pro rata basis as and to the extent such applicable
laws or agreements shall permit.

 15.4  Governing Law.  The Plan shall be construed,
regulated, and administered under the internal laws of the
State of Connecticut.

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PERFORMANCE UNITS GRANTED JUNE 26, 1997



Series A Performance Units


Stock Price Targets:

$80.00 with respect to 33.33% of Performance Units
$87.00 with respect to 33.33% of Performance Units
$94.00 with respect to 33.34% of Performance Units


Vesting Period:

Three years after date of grant


Series B Performance Units


Stock Price Targets:

$101.00 with respect to 33.33% of Performance Units
$108.00 with respect to 33.33% of Performance Units
$115.00 with respect to 33.34% of Performance Units

Vesting Period:

Earlier of (a) six years after the date of grant or (b)
three years after the date all Stock Price Targets
applicable to the Series A Performance Units have been
attained.


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