PE CORP, DEF 14A, 2000-09-11

PE CORP
DEF 14A, 2000-09-11
LABORATORY ANALYTICAL INSTRUMENTS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

PE CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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NOTICE OF
2000 ANNUAL MEETING [LOGO]
OF STOCKHOLDERS AND
PROXY STATEMENT
</TABLE>
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INTERNET VOTING

Most stockholders of record have a choice of voting over the Internet, by
telephone, or by using a traditional proxy card. Please check your proxy card or
the information forwarded by your bank, broker, or other holder of record to see
which options are available to you.

MULTIPLE COPIES OF ANNUAL REPORT

If you received more than one copy of the 2000 Annual Report at the same
address and would like to reduce the number you receive, you can authorize the
Company to discontinue the mailing of annual reports to the accounts you select.
To do so, mark the designated box on the appropriate proxy card. At least one
account at your address must continue to receive an annual report unless you
elect electronic delivery of future documents.

ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT

This Notice of Annual Meeting and Proxy Statement and the 2000 Annual Report
are available on the Company's Internet site at HTTP://WWW.PECORPORATION.COM. If
you are a stockholder of record and would like to view future proxy statements
and annual reports over the Internet instead of receiving copies in the mail,
follow the instructions provided when you vote over the Internet or call the
Company's toll-free stockholder services number at 1-800-730-4001. If you hold
your shares through a bank, broker, or other holder, check the information
provided by that entity for instructions on how to elect to view future proxy
statements and annual reports and vote your shares over the Internet.

DIRECTIONS TO THE MEETING

The meeting will be held at the Company's offices at 50 Danbury Road
(old U.S. Route 7), Wilton, Connecticut, approximately 1.7 miles north of
Exit 40B (northbound or southbound) on the Merritt Parkway (Connecticut
Route 15). Signs will direct you to the auditorium where the meeting will be
held.
<PAGE>
[LOGO]

761 Main Avenue
Norwalk, CT 06859-0001

September 8, 2000

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

The 2000 Annual Meeting of Stockholders of PE Corporation will be held in
the Company's auditorium at 50 Danbury Road, Wilton, Connecticut, on Thursday,
October 19, 2000 at 11:00 a.m. The meeting will be held for the following
purposes:

(1) To elect ten directors;

(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending June 30, 2001;

(3) To approve amendments to the Company's Restated Certificate of
Incorporation to (a) increase the number of authorized shares of PE
Corporation--PE Biosystems Group Common Stock, (b) change the name of
the Company to "Applera Corporation," and (c) change the name of the
"PE Biosystems Group" to the "Applied Biosystems Group";

(4) To approve amendments to the PE Corporation/PE Biosystems Group 1999
Stock Incentive Plan;

(5) To approve amendments to the PE Corporation/Celera Genomics Group
1999 Stock Incentive Plan; and

(6) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only holders of record of shares of PE Biosystems Group Common Stock and
Celera Genomics Group Common Stock as of the close of business on September 1,
2000 will be entitled to vote at the meeting.

By Order of the Board of Directors,
Thomas P. Livingston

SECRETARY
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
VOTE AS SOON AS POSSIBLE. YOU MAY VOTE IN PERSON AT THE MEETING EVEN IF YOU SEND
IN YOUR PROXY OR VOTE OVER THE INTERNET OR BY TELEPHONE.
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TABLE OF CONTENTS

General Information......................................... 1

Election of Directors (Proposal 1).......................... 2

The Board of Directors and its Committees................. 5

Compensation of Directors................................. 6

Ownership of Company Stock.................................. 8

Section 16(a) Beneficial Ownership Reporting Compliance... 10

Executive Compensation...................................... 10

Report of the Management Resources Committee.............. 10

Performance Graph......................................... 14

Summary Compensation Table................................ 15

Option Grant Tables....................................... 16

Option Exercises and Year-End Value Tables................ 18

Retirement Benefits....................................... 18

Employment Contracts, Termination of Employment,
Change-in-Control, and Other Agreements................. 20

Ratification of the Selection of Independent Accountants
(Proposal 2).............................................. 21

Approval of Amendments to Restated Certificate of
Incorporation (Proposal 3)................................ 21

Approval of Amendments to the PE Corporation/PE Biosystems
Group 1999 Stock Incentive Plan and the PE
Corporation/Celera Genomics Group 1999 Stock Incentive
Plan
(Proposals 4 and 5)....................................... 22

Other Business.............................................. 30

Stockholder Proposals....................................... 30
</TABLE>

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[LOGO]

761 Main Avenue
Norwalk, CT 06859-0001

September 8, 2000

PROXY STATEMENT

GENERAL INFORMATION

DATE, TIME, AND PLACE OF THE MEETING. This proxy statement is furnished in
connection with the solicitation of proxies by the Board of Directors of PE
Corporation (the "Company") for use at the 2000 Annual Meeting of Stockholders.
The meeting will be held on Thursday, October 19, 2000 at 11:00 a.m. in the
Company's auditorium at 50 Danbury Road, Wilton, Connecticut. This proxy
statement and the accompanying proxy card are first being sent to stockholders
on or about September 11, 2000.

STOCKHOLDERS ENTITLED TO VOTE. Only stockholders as of the close of
business on September 1, 2000 are entitled to vote at the meeting. On that date,
there were 209,337,125 shares of PE Corporation--PE Biosystems Group Common
Stock ("PE Biosystems Stock") and 59,786,833 shares of PE Corporation--Celera
Genomics Group Common Stock ("Celera Genomics Stock") outstanding and entitled
to vote at the meeting. (The PE Biosystems Stock and the Celera Genomics Stock
are sometimes referred to collectively as the "Common Stock.") The holders of PE
Biosystems Stock and Celera Genomics Stock will vote together as a single class
at the meeting. Each outstanding share of PE Biosystems Stock is entitled to one
vote and each outstanding share of Celera Genomics Stock is entitled to 1.021 of
a vote. The voting rights of the Celera Genomics Stock have been determined
based on recent market values of each class of Common Stock in accordance with
the formula set forth in the Company's Restated Certificate of Incorporation.

VOTE REQUIRED. A plurality of the votes cast at the meeting is required for
the election of directors (I.E., the nominees receiving the greatest number of
votes will be elected). Accordingly, abstentions will not affect the outcome of
the election of directors.

The favorable vote of a majority of the votes present in person or by proxy
and entitled to vote at the meeting is required to ratify the selection of
independent accountants (Proposal 2) and to approve the amendments to the
Company's stock incentive plans to be considered at the meeting (Proposals 4 and
5). Abstentions from any of these proposals will be counted for purposes of
determining the number of shares present on the proposal but will not be counted
as votes "for" the proposal. Therefore, abstentions will have the same effect as
votes against these proposals.

The favorable vote of a majority of the votes represented by the outstanding
shares of Common Stock entitled to vote at the meeting is required to approve
the amendments to the Company's Restated Certificate of Incorporation (Proposal
3). Abstentions and broker "non-votes" will be counted for purposes of
determining the number of shares present on this proposal but will not be
counted as votes "for" this proposal. Therefore, abstentions and broker
non-votes will have the same effect as votes against this proposal. Broker
non-votes occur when a broker or other nominee does not vote on a particular
proposal because it does not have discretionary voting authority for that
proposal and has not received voting instructions from the beneficial owner.

QUORUM. The presence, in person or by proxy, of a majority of the total
votes entitled to be cast by the outstanding shares of the Common Stock is
necessary to constitute a quorum for the transaction of business at the meeting.
Abstentions and broker non-votes are counted as present and entitled to vote for
purposes of determining a quorum.

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PROCEDURES FOR VOTING. As indicated on the accompanying proxy card, the
Company offers stockholders of record the choice of voting by Internet, by
telephone, or by completing and returning the proxy card. The shares represented
by a properly signed proxy card or voted over the Internet or by telephone will
be voted at the meeting as specified by the stockholder. If a proxy card is
properly signed and returned but no specific choices are made, the shares
represented by the proxy card will be voted in favor of the election of all of
the nominees for director and each of the proposals set forth on the proxy card.
If any other matters are properly presented at the meeting for consideration,
including, among other things, consideration of a motion to adjourn the meeting
to another time or place, the persons named as proxies on the proxy card will
have the discretion to vote on those matters according to their best judgment to
the same extent as the person delivering the proxy would be entitled to vote. As
of the date of this proxy statement, the Company does not anticipate that any
other matter will be raised at the meeting.

REVOCATION OF PROXIES. A stockholder of record who has completed and
returned a proxy (including a vote over the Internet or by telephone) may revoke
the proxy at any time before it is voted at the meeting. A proxy may be revoked
by a stockholder by:

- submitting a properly completed proxy with a later date;

- voting by telephone or over the Internet at a later time;

- filing with the Secretary of the Company a written revocation of proxy; or

- voting in person at the meeting.

Attendance at the meeting will not of itself constitute revocation of a proxy.

COSTS OF PROXY SOLICITATION. The costs of soliciting proxies will be borne
by the Company. Proxies may be solicited on behalf of the Company by directors,
officers, and other employees of the Company in person or by telephone or other
means of communication. The Company has retained Morrow & Co., Inc., New York,
New York, to assist in the distribution and solicitation of proxies for a fee
estimated at $9,000, plus out-of-pocket expenses.

The Company will also reimburse brokerage houses and other custodians,
nominees, and fiduciaries holding shares of Common Stock in their names or those
of their nominees for their expenses for sending proxy materials to the
beneficial owners of the Common Stock and obtaining their proxies.

PROPOSAL 1--ELECTION OF DIRECTORS

The Board of Directors has nominated ten candidates for election as
directors of the Company at the meeting. Each nominee elected as a director will
serve until the 2001 annual meeting and until his or her successor has been duly
elected and qualified.

Each of the nominees is currently serving as a director of the Company and
has consented to being named in this proxy statement and to serve if elected. If
prior to the meeting any nominee becomes unavailable to serve for any reason,
the shares represented by a properly completed proxy card or voted by Internet
or by telephone will be voted for such other person as may be designated by the
Board, unless the Board decides to leave the vacancy temporarily unfilled or to
reduce the number of directors pursuant to the By-laws.

The following brief biographies of the nominees include their principal
occupations, recent business experience, major affiliations, and age as of
August 22, 2000. Information about the stock ownership of the nominees is set
forth below under "OWNERSHIP OF COMPANY STOCK."

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Mr. Ayers is the retired Chairman and Chief
Executive Officer of The Stanley Works, a tool and
hardware manufacturer. He was an advisor to the
RICHARD H. AYERS Chairman and Chief Executive Officer of Stanley
57 Years Old from January 1997 to October 1997 after having
Became Director 1988 [PHOTO] served as Chairman and Chief Executive Officer of
Stanley from May 1989 to December 1996. Mr. Ayers
is a Trustee of MassMutual Institutional Funds and
MML Series Investment Fund.

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Mr. Belingard is Chief Executive Officer of Pierre
Fabre S.A., a diversified French health care
holding company. He joined Pierre Fabre in January
JEAN-LUC BELINGARD 1999. He previously served as Director General of
51 Years Old the Diagnostics Division and a member of the
Became Director 1993 [PHOTO] Executive Committee of F. Hoffmann-La Roche Ltd.
from 1990 to 1998. Mr. Belingard is also a director
of Laboratory Corporation of America Holdings and a
Foreign Trade Advisor to the French government.

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Dr. Hayes is the Philip Caldwell Professor of
ROBERT H. HAYES Business Administration, Emeritus, at the Harvard
64 Years Old Business School. He has held various positions at
Became Director 1985 [PHOTO] Harvard since 1966. Dr. Hayes is also a director of
Helix Technology, Inc.

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Dr. Levine is the President and Chief Executive
Officer of Rockefeller University. He was
previously the Harry C. Weiss Professor of the Life
Sciences and Chairman of the Molecular Biology
ARNOLD J. LEVINE Department at Princeton University from 1984 to
61 Years Old [PHOTO] 1998 when he joined Rockefeller University. Dr.
Became Director 1999 Levine is also a director of Baxter International
Inc., Genomica Corporation, Advanced Medicine,
Inc., and ImClone Systems Incorporated and a member
of the Celera Genomics Scientific Advisory Board.

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Mr. Martin is the retired President and Chief
Executive Officer of Barnes Group Inc., a
manufacturer of precision springs and custom metal
components. He joined Barnes Group in 1990 as a
THEODORE E. MARTIN group vice president and served as President and
60 Years Old [PHOTO] Chief Executive Officer from 1995 until his
Became Director 1999 retirement in 1998. Mr. Martin is also a director
of Ingersoll-Rand Company, Unisys Corporation,
Nabisco Holdings Corporation, and Nabisco Group
Holdings Corporation.

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Mr. St. Laurent is a Principal of St. Laurent
Properties, a company engaged in various real
GEORGES C. ST. LAURENT, JR. estate, agricultural, and forestry related
64 Years Old ventures. He previously served as Chief Executive
Became Director 1996 [PHOTO] Officer of Western Bank from January 1988 to April
1997. Mr. St. Laurent is also a director of Aames
Financial Company.

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Dr. Slayman is the Sterling Professor of Genetics
and Deputy Dean for Academic and Scientific Affairs
at Yale University School of Medicine. She joined
CAROLYN W. SLAYMAN the Yale faculty in 1967. Dr. Slayman is a
63 Years Old consultant to the National Institutes of Health,
Became Director 1994 [PHOTO] most recently having served as a member of the
National Advisory General Medical Sciences Council,
and a member of the Board of Overseers of Dartmouth
Medical School.

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Mr. Smith is Chairman and Chief Executive Officer
of Engelhard Corporation, a provider of
environmental technologies, specialty chemical
ORIN R. SMITH products, and engineered materials. He served as
65 Years Old President and Chief Executive Officer of Engelhard
Became Director 1995 [PHOTO] from 1984 to 1995 when he was named to his current
position. He is also a director of Ingersoll-Rand
Company, The Summit Bancorporation, and Vulcan
Materials Company.

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Mr. Tobin is President and Chief Executive Officer
of Boston Scientific Corporation, a medical device
manufacturer. He joined Boston Scientific in March
1999. Mr. Tobin previously served as President and
Chief Executive Officer of Biogen, Inc. from 1997
JAMES R. TOBIN to 1998 and President and Chief Operating Officer
56 Years Old [PHOTO] from 1994 to 1997. Prior to joining Biogen, he held
Became Director 1999 various positions at Baxter International Inc.
including President and Chief Operating Officer
from 1992 to 1994. Mr. Tobin is also a director of
Boston Scientific, Curis, Inc., and PathoGenesis
Corporation.

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Mr. White has served as Chairman, President and
Chief Executive Officer of the Company since
September 1995. Prior to that date, he was
Executive Vice President and a member of the Office
TONY L. WHITE of the Chief Executive of Baxter International
54 Years Old [PHOTO] Inc., a manufacturer of health care products and
Became Director 1995 instruments. He also served as Group Vice President
of Baxter from 1986 to 1992. Mr. White is also a
director of C.R. Bard, Inc. and Ingersoll-Rand
Company.

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</TABLE>

4
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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The business of the Company is managed under the direction of the Board of
Directors. Members of the Board are kept informed of the Company's business
through discussions with the Chairman and officers, by reviewing materials
relating to the Company, and by participating in meetings of the Board and its
committees. During fiscal year 2000, the Board held seven meetings and the
committees held a total of 16 meetings. Average attendance at all meetings of
the Board and committees during the fiscal year was more than 97%, and each
nominee for director attended at least 75% of the meetings of the Board and of
the committees on which he or she served.

The Board has established Audit/Finance, Executive, Management Resources,
Nominating, and Technology Advisory committees.

The Audit/Finance Committee was created in fiscal year 2000 through the
combination of the Board's Audit and Finance committees. The committee oversees
accounting, finance, and internal control matters. The committee recommends to
the Board the selection of independent accountants to audit the financial
statements of the Company, reviews the scope and results of the audit with the
independent accountants, reviews with management and independent accountants the
Company's annual and quarterly financial statements, reviews internal accounting
and auditing procedures, reviews the Company's financial policies and
strategies, and reviews policies and practices designed to assure the Company's
compliance with legal and ethical standards. The committee is composed of
non-employee directors, all of whom, in the opinion of the Board, satisfy the
independence requirements of the New York Stock Exchange. The Audit/Finance
Committee met five times during fiscal year 2000 (including two meetings held by
the predecessor Audit Committee). The current members of the committee are
Richard H. Ayers (Co-Chair), Theodore E. Martin (Co-Chair), Robert H. Hayes,
Arnold J. Levine, and James R. Tobin.

The Executive Committee has the authority during the intervals between
meetings of the Board to exercise the powers of the Board (except for certain
powers reserved solely for the Board) in situations, generally arising from
unforeseen events, necessitating Board action before a meeting can be convened.
The Executive Committee did not meet during fiscal year 2000. The current
members of the committee are Tony L. White (Chair), Richard H. Ayers, Robert H.
Hayes, and Carolyn W. Slayman.

The Management Resources Committee is composed of non-employee directors.
The committee reviews and approves all forms of remuneration for the senior
management of the Company and administers the Company's stock plans. It also
reviews management development and succession programs. The Management Resources
Committee met seven times during fiscal year 2000. The current members of the
committee are Orin R. Smith (Co-Chair), Georges C. St. Laurent, Jr. (Co-Chair),
Jean-Luc Belingard, and Carolyn W. Slayman.

The Nominating Committee recommends nominees to fill vacancies on the Board
and also reviews the functioning and effectiveness of the Board, its committees,
and its individual members, and makes recommendations to the Board concerning
the compensation of non-employee directors and membership assignments for
committees of the Board. The committee will consider responsible recommendations
by stockholders of candidates to be nominated as directors of the Company. All
such recommendations must be in writing and addressed to the Secretary of the
Company and satisfy any applicable requirements under the Company's By-laws. By
accepting a stockholder recommendation for consideration, the Nominating
Committee does not undertake to adopt or to take any other action concerning the
recommendation or to give the proponent its reasons for any action or failure to
act. The Nominating Committee met two times during fiscal year 2000. The current
members of the committee are Jean-Luc Belingard (Co-Chair), Carolyn W. Slayman
(Co-Chair), Orin R. Smith, Georges C. St. Laurent, Jr., and Tony L. White (EX
OFFICIO).

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The Technology Advisory Committee advises the Board and management
concerning issues related to the development and implementation of the Company's
technological assets, including strategies for developing and expanding these
assets and assisting management in assessing third party technology
opportunities. The Technology Advisory Committee met two times during fiscal
year 2000. The current members of the committee are Arnold J. Levine (Co-Chair),
Carolyn W. Slayman (Co-Chair), Jean-Luc Belingard, Robert H. Hayes, and Georges
C. St. Laurent, Jr.

COMPENSATION OF DIRECTORS

Employee directors receive no additional compensation for service on the
Board or its committees. Non-employee directors receive an annual retainer of
$35,000. No additional amounts are paid for participation on committees. All
directors are reimbursed for expenses incurred in attending Board and committee
meetings.

Each non-employee director of the Company is required to apply at least 50%
of his or her annual retainer to the purchase of PE Biosystems Stock and Celera
Genomics Stock. Purchases of stock are made quarterly, and the number of shares
of each class of stock purchased is based on the ratio of the number of shares
of each class outstanding on the purchase date. The purchase price is the fair
market value of a share of the applicable class of stock on the purchase date.

Directors may elect to defer receipt of the cash or stock portion of their
annual retainer. The stock portion is credited to the account of a director in
units quarterly, each unit representing one share of the applicable class of
stock. Directors do not have voting rights with respect to these units. The
stock portion of a director's account is adjusted to take into account dividends
paid on the stock, and the cash portion of a director's account is credited
quarterly with interest at the prevailing prime rate of Citibank, N.A. As of
June 30, 2000, six directors had elected to defer receipt of all or a portion of
their annual retainer.

The Company has adopted an Estate Enhancement Program for the benefit of its
non-employee directors. Under this program, a director may elect to enter into a
split-dollar life insurance arrangement with the Company in exchange for a
freezing of the director's cash deferral account. If so elected, the Company
will acquire a life insurance policy on the life of the director and will pay
premiums in an amount no greater than the director's cash deferral account
balance. Until the death of the director, that portion of the director's account
equal to the Company's premium payments will be frozen (I.E., no interest will
be credited and no distributions will be made). Upon the death of the director,
the Company will receive the greater of the policy's cash surrender value or the
cumulative premiums paid under the policy and the director's beneficiary will
receive the excess, if any, of the policy's death benefit over the amount
received by the Company. At that time, a corresponding portion of the cash
deferral account will become unfrozen and distributed to the director's
beneficiary. As of June 30, 2000, none of the directors participated in this
program.

Each non-employee director receives an annual grant of stock options to
purchase 6,000 shares of PE Biosystems Stock and 1,500 shares of Celera Genomics
Stock upon his or her election or reelection to the Board. All options granted
have an exercise price equal to the fair market value of a share of the
applicable class of stock on the date of grant and are generally exercisable in
four equal annual installments. Mr. Tobin also received a special one-time grant
of stock options for 41,356 shares of Celera Genomics Stock (after giving effect
to the two-for-one split of Celera Genomics Stock in February 2000) in
connection with his election to the Board in August 1999.

Non-employee directors also receive a restricted stock grant of 1,200 shares
of PE Biosystems Stock and 300 shares of Celera Genomics Stock on the date of
election or reelection to the Board. (Directors elected other than at an annual
meeting are granted a pro rata portion of such shares.) The stock awards vest on
the date immediately preceding the annual meeting next following the date of
grant and will be forfeited, subject to certain exceptions, if the director
ceases to serve as a member of the Board prior to that date. Prior to vesting,
the director has the right to receive cash dividends and to vote but may not
transfer or otherwise

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dispose of the shares. Directors may elect to defer receipt of their stock award
on generally the same terms as deferrals of the annual retainer as described
above. As of June 30, 2000, six directors had elected to defer receipt of their
stock awards.

The stock options and stock awards granted to non-employee directors have
been granted under the terms of stock incentive plans previously approved by the
stockholders. The PE Biosystems and Celera Genomics stock incentive plans under
which certain of these awards have been and may in the future be made are
proposed to be amended at the meeting. If the proposed amendments to the PE
Biosystems and Celera Genomics stock incentive plans are approved by the
stockholders at the meeting, the aggregate dollar value of the restricted stock
grants to a director may not exceed $135,000 for the fiscal year ending
June 30, 2001, increasing by 10% each year thereafter. The aggregate dollar
value will be calculated by multiplying the number of shares subject to the
grants by the fair market value of the applicable class of stock on the date of
grant. To the extent that the aggregate dollar value of such awards would
otherwise exceed this dollar limit, shares of each class of stock would be
allocated based on the ratio of the number of shares of each class of stock
outstanding on the date of grant. See "APPROVAL OF AMENDMENTS TO THE PE
CORPORATION/ PE BIOSYSTEMS GROUP 1999 STOCK INCENTIVE PLAN AND THE PE
CORPORATION/CELERA GENOMICS GROUP 1999 STOCK INCENTIVE PLAN" for a more detailed
description of these plans and the proposed amendments.

As part of the Company's overall program to promote charitable giving, the
Board has established a Director's Charitable Award Program. Under the Program,
following a director's death, the Company will donate $1,000,000 to the
educational or charitable organizations selected by the director and approved by
the Company. In order to fund the donations, the Company has acquired joint life
insurance contracts on the lives of its directors. Each policy will insure two
directors with the death benefit payable on the death of the second director.
Individual directors will derive no financial benefit from the Program since all
insurance proceeds accrue solely to the Company. The overall cost of the
Charitable Award Program is not material to the Company.

Non-employee directors are provided business travel accident insurance of up
to $500,000 when traveling anywhere in the world on behalf of the Company.
Directors are also eligible to participate in the Company's matching gifts
program on the same basis as the Company's employees.

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OWNERSHIP OF COMPANY STOCK

The following are the only persons known by the Company to own beneficially
more than 5% of the outstanding shares of either class of Common Stock as of
August 22, 2000.

<TABLE>
<CAPTION>
Amount and Nature Amount and Nature
of Beneficial of Beneficial
Name and Address Ownership of Celera Percent Ownership of PE Percent
of Beneficial Owner Genomics Stock of Class Biosystems Stock of Class
------------------- ------------------- -------- ----------------- --------
<S> <C> <C> <C> <C>
FMR Corp................................... 6,215,744(1) 10.4
82 Devonshire Street
Boston, MA 02109

Putnam Investment Management, Inc.......... 16,623,176(2) 7.9
One Post Office Square
Boston, MA 02109

Janus Capital Corporation.................. 14,687,612(3) 7.0
100 Fillmore Street, Suite 300
Denver, CO 80206

Capital Research and Management............ 10,490,200(4) 5.0
Company
333 South Hope Street
Los Angeles, CA 90071
</TABLE>

------------------------------

(1) Based on an amendment to a Form 13F for the quarter ended June 30, 2000
filed with the Securities and Exchange Commission (the "SEC"), FMR Corp. has
shared investment discretion (as defined) with respect to all such shares,
sole voting authority with respect to 386,094 shares, and no voting
authority with respect to 5,829,650 shares.

(2) Based on an amendment to a Form 13F for the quarter ended June 30, 2000
filed with the SEC, Putnam Investment Management, Inc. has shared
investment discretion (as defined) with respect to all such shares, sole
voting authority with respect to 1,274,040 shares, and no voting authority
with respect to 15,349,136 shares.

(3) Based on a Form 13F for the quarter ended June 30, 2000 filed with the
SEC, Janus Capital Corporation has sole investment discretion and voting
authority with respect to all such shares.

(4) Based on an amendment to a Schedule 13G dated July 10, 2000 filed with the
SEC, Capital Research and Management Company has sole dispositive power
with respect to all such shares. Capital Research disclaims beneficial
ownership of all such shares.

The following table sets forth, as of August 22, 2000, information
concerning the beneficial ownership of each class of stock by (1) all directors,
(2) each of the persons named in the Summary Compensation Table below under
"EXECUTIVE COMPENSATION," and (3) all directors and executive officers of the
Company as a group. As of such date, none of these persons, other than
Mr. White and Dr. J. Craig Venter, beneficially owned more than one percent of
the outstanding shares of either class of Common Stock. As of such date,
Mr. White beneficially owned 1.2% of the outstanding shares of Celera Genomics
Stock and Dr. Venter beneficially owned 2.2% of the outstanding shares of Celera
Genomics Stock. Also as of such date, all

8
<PAGE>

directors and executive officers as a group beneficially owned 2.5% of the
outstanding shares of PE Biosystems Stock and 6.3% of the outstanding shares of
Celera Genomics Stock. Except as otherwise noted, voting and investment power is
exercised solely by the beneficial owner or is shared by the owner with his or
her spouse.

<TABLE>
<CAPTION>
Name of Number of Shares of Number of Shares of
Beneficial Owner PE Biosystems Stock Celera Genomics Stock
---------------- ------------------- ---------------------
<S> <C> <C>
DIRECTORS(1)
Richard H. Ayers......................... 42,389 31,258
Jean-Luc Belingard....................... 32,251 28,738
Robert H. Hayes.......................... 35,476 29,531
Arnold J. Levine......................... 12,057 28,858
Theodore E. Martin....................... 10,277 23,245
Georges C. St. Laurent, Jr............... 37,440 30,034
Carolyn W. Slayman....................... 31,316 28,501
Orin R. Smith............................ 33,314 28,997
James R. Tobin........................... 9,479 12,709
NAMED EXECUTIVE OFFICERS(2)
Tony L. White(3)......................... 1,995,471 744,496
Michael W. Hunkapiller................... 1,004,084 447,520
William B. Sawch......................... 385,274 196,252
J. Craig Venter.......................... 24,750 1,359,631
Dennis L. Winger(3)...................... 460,660 213,984
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP (25 PERSONS)(4).................. 5,321,854 3,980,555
</TABLE>

------------------------------

(1 ) Includes 19,500 shares of PE Biosystems Stock and 25,550 shares of Celera
Genomics Stock which each non-employee director, other than Dr. Levine,
Mr. Martin, and Mr. Tobin, has the right to acquire within 60 days of
August 22, 2000 through the exercise of vested stock options. Dr. Levine has
the right to acquire 7,500 shares of PE Biosystems Stock and 27,718 shares
of Celera Genomics Stock, Mr. Martin has the right to acquire 7,500 shares
of PE Biosystems Stock and 22,550 shares of Celera Genomics Stock, and
Mr. Tobin has the right to acquire 7,500 shares of PE Biosystems Stock and
12,212 shares of Celera Genomics Stock, each within 60 days of August 22,
2000 through the exercise of vested stock options. No voting or investment
power exists with respect to these shares prior to exercise. Also includes
(1) the following number of units representing full shares of stock
(including restricted stock awards) deferred by non-employee directors (see
"COMPENSATION OF DIRECTORS," above): Mr. Ayers, 13,605 PE Biosystems Stock
units and 3,386 Celera Genomics Stock units; Dr. Hayes, 13,976 PE Biosystems
Stock units and 3,481 Celera Genomics Stock units; Dr. Levine, 3,357 PE
Biosystems Stock units and 840 Celera Genomics Stock units; Mr. Martin,
2,777 PE Biosystems Stock units and 695 Celera Genomics Stock units;
Dr. Slayman, 3,633 PE Biosystems Stock units and 905 Celera Genomics Stock
units; Mr. Smith, 9,814 PE Biosystems Stock units and 2,447 Celera Genomics
Stock units; and Mr. Tobin, 1,979 PE Biosystems Stock units and 497 Celera
Genomics Stock units; and (2) 1,200 restricted shares of PE Biosystems Stock
and 300 restricted shares of Celera Genomics Stock held by each of
Messrs. Ayers, Belingard, and St. Laurent. No voting power exists with
respect to any deferred share units, and holders of restricted shares have
sole voting power but no investment power prior to the lapse of
restrictions.

(2) Includes shares which the following have the right to acquire within
60 days of August 22, 2000 through the exercise of vested stock options:
Mr. White, 1,482,146 shares PE Biosystems Stock and 616,079 shares Celera
Genomics Stock; Dr. Hunkapiller, 593,872 shares PE Biosystems Stock and
314,282 shares Celera Genomics Stock; Mr. Sawch, 313,465 shares PE
Biosystems Stock and 177,817 shares Celera Genomics Stock; Dr. Venter,
23,750 shares PE Biosystems Stock and 1,357,631 Celera Genomics Stock; and
Mr. Winger, 408,787 shares PE Biosystems Stock and 200,386 shares Celera
Genomics Stock. No voting or investment power exists with respect to these
shares prior to exercise.

(3) Includes 216,000 restricted shares of PE Biosystems Stock and 54,000
restricted shares of Celera Genomics Stock held by Mr. White and 36,000
restricted shares of PE Biosystems Stock and 9,000 restricted shares of
Celera Genomics Stock held by Mr. Winger, as to which the holder has sole
voting but no investment power prior to the lapse of restrictions.

(4) Includes 3,979,944 shares of PE Biosystems Stock and 3,596,401 shares of
Celera Genomics Stock which all directors and executive officers as a group
have the right to acquire within 60 days of August 22, 2000 through the
exercise of vested stock options. No voting or investment power exists with
respect to these shares prior to exercise.

9
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company is required to identify any officer, director, or beneficial
owner of more than 10% of either class of the Common Stock who failed to timely
file with the SEC and the New York Stock Exchange a required report relating to
beneficial ownership of stock under Section 16(a) of the Securities Exchange Act
of 1934. Based solely on a review of information provided to the Company, all
persons subject to these reporting requirements filed the required reports on a
timely basis for fiscal 2000.

EXECUTIVE COMPENSATION

REPORT OF THE MANAGEMENT RESOURCES COMMITTEE

The Management Resources Committee (the "MRC") of the Board of Directors is
comprised of four non-employee directors. One of the duties of the MRC is to
review and approve all forms of remuneration for the senior management of the
Company.

OVERVIEW AND PHILOSOPHY. The overall objectives of the Company's executive
compensation plans are to:

- Attract and retain the highest quality talent to lead the Company;

- Reward key executives based on business performance;

- Provide incentives designed to maximize stockholder value; and

- Assure that objectives for corporate and individual performance are
established and measured.

The Company's general compensation philosophy is that total cash
compensation should vary with the performance of the Company in attaining
financial and non-financial objectives and that any long-term incentive
compensation should be closely aligned with the interests of the stockholders.
The Company has several performance-based compensation programs in which the
majority of the Company's employees are eligible to participate.

Total cash compensation for the majority of the Company's employees,
including its executive officers, consists of the following components:

- Base salary;

- A cash bonus based on Company and individual performance (contingent
compensation); and

- Long-term incentive compensation consisting of stock options and
restricted stock, which are tied to the appreciation in value of the
Common Stock. Prior to the end of fiscal year 2000, the MRC also awarded
performance units tied to the appreciation in value of the Common stock.

The MRC's intention is to provide a competitive total compensation package
to senior management. Competitiveness is determined based upon professionally
compiled surveys of the Company's peer group and other comparable companies. The
MRC particularly focuses upon competitive compensation practices for companies
engaged in high technology and biotechnology product development and
manufacturing.

BASE SALARY. Each year, the MRC obtains surveys of compensation trends and
practices from independent compensation consultants in order to determine the
competitiveness of the pay structure for its

10
<PAGE>

senior managers. Within the broad comparative group of companies that the
consultants survey, the MRC has identified a group of companies which compete in
similar markets and which approximate the size of the Company in terms of
employees and revenue. These companies include six of the companies contained in
the industry index selected by the Company for purposes of the Performance Graph
set forth under that heading below.

During the fiscal year ended June 30, 2000, Mr. White's base annual salary
was increased from $730,000 to $830,000, effective September 5, 1999. The MRC
established Mr. White's salary based on the Company's overall performance during
the 1999 fiscal year and competitive pay practices relative to peer companies.

CONTINGENT COMPENSATION. Most employees of the Company not compensated on a
commission basis participate in the Company's Incentive Compensation Program.
The MRC uses EBIT (earnings before interest and taxes) and after-tax operating
cash flow targets as a basis on which to measure the performance of the
Company's employees, including its executive officers, under this program. These
financial measures are well recognized throughout the investment community, and
the MRC believes that achieving financial goals based upon these measures should
help maximize stockholder return. The MRC also considers group operating income
and performance against specific group milestones when determining compensation
for employees and executive officers of PE Biosystems and Celera Genomics.

The MRC uses survey information from comparable companies in reviewing and
approving annual incentive plan participation and targets for each executive
officer. In determining annual contingent compensation awards for each executive
officer, the MRC also considers other business actions taken during the fiscal
year which contribute to the strategic growth and competitiveness of the
Company. Additionally, Mr. White, based on his review of the performance of each
executive officer (other than himself) throughout the year, may propose
modifications to reflect each officer's personal performance. These
modifications may result in a contingent compensation recommendation between 0
and 150% of target. The MRC is responsible for final approval of all contingent
compensation awards for executive officers.

Mr. White's contingent compensation formula is based entirely on the
achievement of the Company's business and financial goals. If all corporate
goals are achieved, Mr. White would receive a minimum incentive payment of 100%
of base annual salary. For the fiscal year ended June 30, 2000, Mr. White earned
a contingent compensation award of $1,364,769. This award was based on the
financial performance of the Company and Mr. White's leadership during fiscal
year 2000, including his continuing initiatives in the development of the Celera
Genomics business, the successful completion of the follow-on offering of Celera
Genomics Stock, and the development of the Company's senior management team.

PERFORMANCE UNITS. In fiscal year 1997, the Company adopted the Performance
Unit Bonus Plan to continue alignment of management and stockholder interests.
The Plan utilized stock options and a performance unit bonus pool to convey the
value targeted by a traditional restricted stock program. Performance units
granted under the Plan vested upon the price of a share of Common Stock
attaining and maintaining for specified periods certain price targets and were
payable following the completion of specified time periods.

As of December 1999, the stock price targets applicable to performance units
granted to members of senior management in fiscal year 1999 had been attained.
In recognition of the outstanding efforts of the participants in helping the
Company reach these performance targets, the MRC accelerated payment of the
value of the performance units to January 2000. The related stock options were
not accelerated. At the same time, the MRC granted new awards under the Plan to
members of PE Biosystems and Company senior

11
<PAGE>
management to continue alignment of management and stockholder interests and to
link compensation of senior management directly to the growth in value of the
Company. The December awards consisted of two grants of performance units and
stock options.

Mr. White was granted options to purchase an aggregate of 168,800 shares of
PE Biosystems Stock at an exercise price of $55.0625 per share and an equal
number of performance units under the Plan in December 1999 (in each case after
giving effect to the PE Biosystems Stock split in February 2000).

All of the stock price targets applicable to the performance units granted
in December 1999 were attained during fiscal year 2000. In recognition of the
continuing efforts of the participants in helping the Company reach these
performance targets and the ongoing cost of the Plan to the Company, the MRC
accelerated payment of the value of the performance units. The related stock
options were not accelerated. The MRC also modified the Plan to replace the
performance units with stock options tied to the performance of Common Stock.

Under the modified Plan, in March 2000, the MRC granted performance stock
options which vest in equal portions upon the earlier of (a) the price of a
share of PE Biosystems Stock attaining and maintaining for a specified period
price levels of $105.47, $110.47, $115.47, $120.47, $125.47, and $130.47 per
share or (b) March 17, 2003. In June 2000, the MRC granted an additional series
of performance stock options under the Plan which vest in equal portions upon
the earlier of (a) the price of a share of PE Biosystems Stock attaining and
maintaining for a specified period price levels of $66.41, $71.41, $76.41,
$81.41, $86.41, and $91.41 per share or (b) June 15, 2003. All of the
performance stock options were issued under the PE Corporation/PE Biosystems
Group 1999 Stock Incentive Plan and are subject to the terms of that plan.

Mr. White was granted performance stock options to purchase an aggregate of
84,400 shares of PE Biosystems stock at an exercise price of $100.4688 per share
in March 2000 and an aggregate of 84,400 shares of PE Biosystems stock at an
exercise price of $61.4063 per share in June 2000.

STOCK OPTIONS. The MRC believes that, in order to achieve the Company's
long-term growth objectives and to align employee and stockholder interests, it
is in the Company's best interest to grant stock options to both management and
non-management employees. The number of stock options granted to each employee
depends on the employee's level in the Company and the potential impact of his
or her position on the overall success of the Company.

The MRC approves the number of options granted to each participant in the
stock incentive plans during each fiscal year. Employees may be granted options
for PE Biosystems Stock or Celera Genomics Stock or both stocks. Certain
officers and key employees who have responsibilities involving both PE
Biosystems and Celera Genomics will be granted awards in both stocks in a manner
that reflects their job responsibilities. The MRC believes that granting
participants awards tied to the performance of the group in which the
participants work and, in certain cases, the other group, is in the best
interest of the Company and its stockholders.

The price of each option granted is the fair market value of a share of the
applicable class of stock on the date of grant. With the exception of the
performance stock options noted above, stock options granted in fiscal year 2000
generally vest in equal installments over a period of four years. The MRC
believes that the four year vesting period serves to promote the retention of
key employees. In general, options granted under the Company's stock incentive
plans are exercisable for a period of ten years from the date of grant.

12
<PAGE>
Mr. White was granted options to purchase 300,000 shares of PE Biosystems
Stock at an exercise price of $100.4688 per share and 75,000 shares of Celera
Genomics Stock at an exercise price of $132.6250 per share in March 2000 in
connection with the Company's customary annual grant of options to employees.

STOCK OWNERSHIP. In order to reinforce the linkage of an executive's
financial gain with stockholder results, the MRC has established a requirement
that each executive officer of the Company retain a personal investment in the
Common Stock or stock equivalents equaling between one and three times the
individual's annual base salary (depending upon the individual's management
level). Mr. White is required to retain a personal investment equal to three
times his annual base salary. Executives are given a period of time to achieve
these levels. As of June 30, 2000, all of the Named Executive Officers had
satisfied their individual stock ownership goals.

In addition to encouraging stock ownership by granting stock options, the
Company further encourages its employees to own Common Stock through a
tax-qualified employee stock purchase plan, which is generally available to all
domestic and certain foreign employees. This plan allows participants to buy
both classes of the Company's stock with up to 10% of their salary (subject to
certain limits).

The MRC monitors on an annual basis the ownership of shares of PE Biosystems
Stock and Celera Genomics Stock by senior officers as well as their option
holdings and other benefits so that their interests are not misaligned with the
two classes of Common Stock and with their duty to act in the best interests of
the Company and its stockholders as a whole.

CONCLUSION. The Company has designed its executive compensation plans, as
described above, to link the compensation of senior management with the
achievement of corporate and individual performance goals. These goals have been
established at levels that the MRC believes necessary to achieve above average
performance within the Company's industry.

The MRC intends to continue its policy of linking executive compensation
with corporate and group performance and stockholder returns to the extent
possible through the measurement procedures described in this report.
Section 162(m) of the Internal Revenue Code of 1986 generally limits the tax
deductibility of certain compensation in excess of one million dollars paid to a
company's chief executive officer and the four other most highly compensated
executives. While the Company generally seeks to maximize the deductibility of
compensation paid to its executive officers, it will maintain flexibility to
take actions that may be based on considerations other than tax deductibility.

Management Resources Committee
Orin R. Smith, Co-Chair
Georges C. St. Laurent, Jr., Co-Chair
Jean-Luc Belingard
Carolyn W. Slayman

13
<PAGE>
PERFORMANCE GRAPH

The following graph compares the yearly change in the Company's cumulative
total stockholder return for the last five fiscal years with the cumulative
total return on the Standard & Poor's 500 Stock Index (the "S&P 500") and the
Dow Jones Biotechnology Group Index (the "DJ BTC"), a published industry index
that includes PE Biosystems Stock.

Cumulative total returns are calculated assuming that $100 was invested on
July 1, 1995 in each of the Common Stock, the S&P 500, and the DJ BTC, and that
all dividends were reinvested. On May 6, 1999, each share of common stock of The
Perkin-Elmer Corporation, the predecessor to the Company, was converted into one
share of PE Biosystems Stock and one-half share of Celera Genomics Stock. As a
result, the graph reflects a composite return for the two new classes of Common
Stock after that date.

PE CORPORATION
Comparison of 5 Year Cumulative Returns

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
PE CORPORATION S&P 500 DJ BTI
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 138.68 126.00 154.72
1997 231.12 169.72 179.04
1998 182.38 220.91 228.72
1999 383.07 271.18 284.89
2000 1058.97 290.84 562.34
</TABLE>

14
<PAGE>
SUMMARY COMPENSATION TABLE

The following table sets forth compensation provided to the Company's Chief
Executive Officer and the four other most highly paid executive officers of the
Company (the "Named Executive Officers") and reflects the two-for-one stock
splits of PE Biosystems Stock in July 1999 and February 2000 and the two-for-one
stock split of Celera Genomics Stock in February 2000.

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL ---------------------------------
COMPENSATION AWARDS PAYOUTS
------------------------------------ ---------------------- --------
OTHER RESTRICTED
ANNUAL STOCK STOCK LTIP ALL OTHER
FISCAL SALARY BONUS COMPEN- AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) SATION ($)(1) ($)(2) (#)(3) ($) ($)(4)
--------------------------- -------- -------- --------- ------------- ---------- --------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tony L. White............... 2000 812,693 1,364,769 249,842 0 712,600 0 14,392,277
Chairman, President and 1999 710,770 1,686,300 177,566 2,263,500 1,060,740 0 17,121
Chief Executive Officer 1998 648,462 870,000 162,417 0 375,000 0 27,575

Michael W. Hunkapiller...... 2000 453,000 533,012 0 318,800 299,500(5) 7,191,180
Senior Vice President 1999 445,000 630,630 0 544,564 0 13,117
and President, PE 1998 327,885 281,900 0 246,170 0 10,308
Biosystems Group

William B. Sawch............ 2000 358,588 346,119 0 293,800 0 6,403,586
Senior Vice President 1999 320,585 459,043 0 416,176 0 17,442
and General Counsel 1998 259,924 220,100 0 100,000 0 15,043

J. Craig Venter............. 2000 403,632 358,514 0 25,000 0 1,556,783
Senior Vice President 1999 329,462 233,957 0 2,973,170 0 1,533,614
and President,
Celera Genomics(6)

Dennis L. Winger............ 2000 410,083 392,832 136,079 0 293,800 0 7,082,372
Senior Vice President and 1999 390,185 545,807 59,395 377,250 416,176 0 15,033
Chief Financial Officer(7) 1998 284,135 243,600 167,906 600,000 0 260,154
</TABLE>

------------------------------
(1 ) Amount shown for fiscal year 2000 for Mr. White includes $192,679 for
personal use of the Company's aircraft. Amount shown for Mr. Winger
includes $61,141 paid in reimbursement of losses incurred in connection
with the sale of his Connecticut residence and $49,774 for reimbursement
for the payment of certain taxes.

(2 ) As of June 30, 2000, Mr. White held 48,000 restricted shares of PE
Biosystems Stock and 12,000 restricted shares of Celera Genomics Stock
having an aggregate value of $4,283,251, and Mr. Winger held 12,000
restricted shares of PE Biosystems Stock and 3,000 restricted shares of
Celera Genomics Stock having an aggregate value of $1,070,813. As of such
date, none of the other Named Executive Officers held any shares of
restricted stock.

(3 ) A breakdown of the options set forth in the table, by class, is as follows:

<TABLE>
<CAPTION>
PE BIOSYSTEMS CELERA GENOMICS
------------- ---------------
<S> <C> <C> <C>
Mr. White................................................. 2000 637,600 75,000
1999 468,800 591,940
1998 300,000 75,000
Dr. Hunkapiller........................................... 2000 288,800 30,000
1999 204,400 340,164
1998 196,936 49,234
Mr. Sawch................................................. 2000 268,800 25,000
1999 184,400 231,776
1998 80,000 20,000
Dr. Venter................................................ 2000 25,000 0
1999 100,000 2,873,170
Mr. Winger................................................ 2000 268,800 25,000
1999 184,400 231,776
1998 480,000 120,000
</TABLE>

(4 ) Amounts shown for fiscal year 2000 include (1) accelerated payment of the
cash value of vested performance units under the Company's Performance Unit
Bonus Plan for Messrs. White, Hunkapiller, Sawch, and Winger of
$14,355,000, $7,177,500, $6,385,000, and $7,063,125, respectively; (2) the
Company's contributions under the Company's Employee Savings Plan for
Messrs. White, Hunkapiller, Sawch, Venter, and Winger of $9,600, $7,520
$9,600, $12,800, and $9,600, respectively; and

15
<PAGE>
(3) amounts accrued under the savings plan component of the Company's
Excess Benefit Plan for Messrs. White, Hunkapiller, Sawch, Venter, and
Winger of $27,677, $6,160, $8,986, $18,983, and $9,647, respectively.
Amount for Dr. Venter also includes a payment of $1,525,000 based on the
performance of Celera Genomics Stock during fiscal year 2000.

(5) Represents payment under the Company's FY 97 Division Long-Term Incentive
Plan which is no longer in effect.

(6) Dr. Venter became an employee of the Company on August 24, 1998.

(7) Mr. Winger became an employee of the Company on September 25, 1997.

OPTION GRANT TABLES

The following table sets forth information regarding stock option grants of
PE Biosystems Stock to the Named Executive Officers during fiscal year 2000 and
reflects the two-for-one stock split of PE Biosystems Stock in February 2000.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF ASSUMED ANNUAL RATES OF
SECURITIES PERCENT OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN FISCAL PRICE EXPIRATION --------------------------------
NAME GRANTED (#)(1) YEAR 2000 ($/SH) DATE 5% ($) 10% ($)
---- -------------- ------------------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tony L. White................. 84,400(3) 0.96 55.0625 12/27/09 2,922,646 7,406,559
84,400(4) 0.96 55.0625 12/27/09 2,922,646 7,406,559
300,000 3.39 100.4688 3/17/10 18,955,287 48,036,418
84,400(5) 0.96 100.4688 3/17/10 5,332,754 13,514,246
84,400(6) 0.96 61.4063 6/15/10 3,259,367 8,259,876
Michael W. Hunkapiller........ 42,200(3) 0.48 55.0625 12/27/09 1,461,323 3,703,280
42,200(4) 0.48 55.0625 12/27/09 1,461,323 3,703,280
120,000 1.35 100.4688 3/17/10 7,582,115 19,214,567
42,200(5) 0.48 100.4688 3/17/10 2,666,377 6,757,123
42,200(6) 0.48 61.4063 6/15/10 1,629,683 4,129,938
William B. Sawch.............. 42,200(3) 0.48 55.0625 12/27/09 1,461,323 3,703,280
42,200(4) 0.48 55.0625 12/27/09 1,461,323 3,703,280
100,000 1.13 100.4688 3/17/10 6,318,429 16,012,139
42,200(5) 0.48 100.4688 3/17/10 2,666,377 6,757,123
42,200(6) 0.48 61.4063 6/15/10 1,629,683 4,129,938
J. Craig Venter............... 25,000 0.28 100.4688 3/17/10 1,579,607 4,003,035
Dennis L. Winger.............. 42,200(3) 0.48 55.0625 12/27/09 1,461,323 3,703,280
42,200(4) 0.48 55.0625 12/27/09 1,461,323 3,703,280
100,000 1.13 100.4688 3/17/10 6,318,429 16,012,139
42,200(5) 0.48 100.4688 3/17/10 2,666,377 6,757,123
42,200(6) 0.48 61.4063 6/15/10 1,629,683 4,129,938
--------------------------------------------------------------------------------------------------------------------------------
All Stockholders(7)........... $ 8.7 billion $22.1 billion
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

------------------------------
(1) All stock options are granted with an exercise price equal to the fair
market value of a share of PE Biosystems Stock on the date of grant and,
except as described below, are exercisable in four equal annual
installments commencing on the first anniversary of the date of grant.

(2) The values shown assume that the price of a share of PE Biosystems Stock
will appreciate at the annual rates shown. These rates are arbitrarily
assumed rates established by the SEC and are not intended as a forecast of
future appreciation. The actual gain, if any, realized by the recipient
will depend on the actual performance of the PE Biosystems Stock.

(3) Options will vest on December 27, 2002 and were granted in conjunction
with a grant of an equal number of performance units under the Company's
Performance Unit Bonus Plan. The performance units provided for vesting in
one-third increments upon PE Biosystems Stock attaining and maintaining
price targets of $45.925, $48.425, and $50.925 or more per share for a
period of 90 days. Performance units were payable in cash or
PE Biosystems Stock equal to $28.425 for each performance unit, and
payment was accelerated to July 13, 2000. Prior to payment, holders
received dividend equivalents at the same time as, and in an amount per
unit equal to, dividends paid on each share of PE Biosystems Stock, but
did not have any voting rights with respect to such performance units or
the right to sell or otherwise dispose of such units.

16
<PAGE>
(4) Options will vest on January 26, 2003 and were granted in conjunction with
a grant of an equal number of performance units under the Company's
Performance Unit Bonus Plan. The performance units provided for vesting in
one-third increments upon PE Biosystems Stock attaining and maintaining
specified price targets of $53.425, $55.925, and $58.425 or more per share
for a period of 90 days. Performance units were payable in cash or
PE Biosystems Stock equal to $28.425 for each performance unit, and
payment was accelerated to July 13, 2000. The performance units were
otherwise granted on the same terms as those described in footnote 3
above.

(5) Options vest in six equal increments upon the earlier of (1) the fair
market value of a share of PE Biosystems Stock attaining and maintaining
stock price targets of $105.47, $110.47, $115.47, $120.47, $125.47, and
$130.47 or more per share for a period of 90 days or (2) March 17, 2003.

(6) Options vest in six equal increments upon the earlier of (1) the fair
market value of a share of PE Biosystems Stock attaining and maintaining
stock price targets of $66.41, $71.41, $76.41, $81.41, $86.41, and $91.41
or more per share for a period of 90 days or (2) June 15, 2003.

(7) These amounts represent the increase in the aggregate market value of the
PE Biosystems Stock outstanding as of June 30, 2000 (208.7 million shares)
assuming the annual rates of stock price appreciation set forth above over
the ten-year period used for the Named Executive Officers.

The following table sets forth information regarding stock option grants of
Celera Genomics Stock to the Named Executive Officers during fiscal year 2000
and reflects the two-for-one stock split of Celera Genomics Stock in
February 2000.

------------------------
(1) Stock options are granted with an exercise price equal to the fair market
value of a share of Celera Genomics Stock on the date of grant and are
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant.

(2) The values shown assume that the price of a share of Celera Genomics Stock
will appreciate at the annual rates shown. These rates are arbitrarily
assumed rates established by the SEC and are not intended as a forecast of
future appreciation. The actual gain, if any, realized by the recipient
will depend on the actual performance of the Celera Genomics Stock.

(3) These amounts represent the increase in the aggregate market value of the
Celera Genomics Stock outstanding as of June 30, 2000 (59.3 million
shares) assuming the annual rates of stock price appreciation set forth
above over the ten-year period used for the Named Executive Officers.

17
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLES

The following table sets forth information regarding the exercise of options
for PE Biosystems Stock by the Named Executive Officers during fiscal year 2000
and the value of their unexercised options for PE Biosystems Stock at June 30,
2000, and reflects the two-for-one stock splits of PE Biosystems Stock in
July 1999 and February 2000.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
JUNE 30, 2000 AT JUNE 30, 2000
(#) ($)(2)
SHARES ACQUIRED --------------------------- ---------------------------
ON EXERCISE VALUE REALIZED
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tony L. White...................... 0 0 1,575,000 1,151,400 83,359,616 23,487,521
Michael W. Hunkapiller............. 135,868 10,803,346 593,872 523,200 31,217,860 10,859,229
William B. Sawch................... 0 0 339,000 468,200 17,908,051 9,299,141
J. Craig Venter.................... 0 0 25,000 100,000 982,813 2,948,437
Dennis L. Winger................... 0 0 415,000 518,200 20,507,432 11,803,000
</TABLE>

------------------------
(1) Represents the difference between the exercise price and the fair market
value on the date of exercise.

(2) The fair market value of a share of PE Biosystems Stock on June 30, 2000
was $66.50.

The following table sets forth information regarding the exercise of options
for Celera Genomics Stock by the Named Executive Officers during fiscal year
2000, and the value of their unexercised options for Celera Genomics Stock at
June 30, 2000, and reflects the two-for-one stock split of Celera Genomics Stock
in February 2000.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT JUNE 30, 2000 AT JUNE 30, 2000
(#) ($)(2)
SHARES ACQUIRED --------------------------- ---------------------------
ON EXERCISE VALUE REALIZED
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tony L. White...................... 0 0 522,986 548,956 47,128,068 41,546,466
Michael W. Hunkapiller............. 33,968 7,013,924 236,742 300,124 21,125,531 23,695,037
William B. Sawch................... 0 0 136,448 208,832 12,238,647 16,118,547
J. Craig Venter.................... 0 0 718,292 2,154,878 63,062,028 189,186,259
Dennis L. Winger................... 0 0 155,444 221,332 13,819,256 17,239,543
</TABLE>

------------------------
(1) Represents the difference between the exercise price and the fair market
value on the date of exercise.

(2) The fair market value of a share of Celera Genomics Stock on June 30, 2000
was $96.375.

RETIREMENT BENEFITS

The Company has in effect a qualified defined benefit Employee Pension Plan
covering all of its domestic employees hired prior to July 1, 1999, including
the Named Executive Officers other than Dr. Venter, and a non-qualified Excess
Benefit Plan, which provides benefits that would otherwise be denied
participants by reason of certain limitations of the Internal Revenue Code on
qualified plan benefits. The Employee Pension Plan and the Excess Benefit Plan
provide annual benefits at normal retirement age 65 based on a participant's
final average base salary (measured over 36 months from October 1, 1995) and
service from October 1, 1995 and a participant's final average contingent
compensation or incentive compensation awards (measured over 36 months from
July 1, 1995) and service from July 1, 1995. The Company also has a frozen
non-qualified Supplemental Retirement Plan, which provides benefits based on
service and awards to July 1, 1995.

18
<PAGE>
The benefit under the Employee Pension Plan and the pension plan component
of the Excess Benefit Plan for service prior to October 1, 1995 was based on a
career average benefit formula providing 1.4% of base earnings during the period
of participation, plus 0.5% of base earnings above a specified wage base called
"covered compensation" (defined by the Internal Revenue Service as a function of
year of birth). After August 1, 1989, plan accruals for service over 35 years
were calculated at a rate of 1.7% of base earnings. A variable annuity option
was available to each participant for benefit accruals prior to October 1, 1995.
The benefit under the Supplemental Retirement Plan for service prior to July 1,
1995 was based on a career average formula providing 1.5% of the sum of all
payments made to a participant during his or her participation in the Company's
Incentive Compensation Program.

The Employee Pension Plan and the pension plan component of the Excess
Benefit Plan were amended in June 1999 to exclude employees hired on or after
July 1, 1999 and to cease benefit accruals after June 30, 2004.

The following table shows the estimated total annual benefit from all the
plans, payable to a covered participant at normal retirement age, for service
between October 1, 1995 and June 30, 2004.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE BETWEEN OCTOBER 1, 1995 AND JUNE 30, 2004
AVERAGE ANNUAL --------------------------------------------------------------
REMUNERATION 5 6 7 8 8.75
--------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$400,000 33,910 40,692 47,474 54,256 59,343
600,000 51,030 61,236 71,442 81,648 89,303
800,000 67,630 81,156 94,682 108,208 118,353
1,000,000 83,750 100,500 117,250 134,000 146,563
1,200,000 100,750 120,900 141,050 161,200 176,313
1,400,000 117,750 141,300 164,850 188,400 206,063
1,600,000 134,750 161,700 188,650 215,600 235,813
1,800,000 151,750 182,100 212,450 242,800 265,563
2,000,000 168,750 202,500 236,250 270,000 295,313
2,200,000 185,750 222,900 260,050 297,200 325,063
2,400,000 202,750 243,300 283,850 324,400 354,813
2,600,000 219,750 263,700 307,650 351,600 384,563
2,800,000 236,750 284,100 331,450 378,800 414,313
3,000,000 253,750 304,500 355,250 406,000 444,063
</TABLE>

The benefit amounts shown in the Pension Plan Table are computed on a
straight life annuity basis, payable at age 65, and assume covered compensation
for social security purposes of $50,000 in all cases. As of June 30, 2000,
Mr. White, Dr. Hunkapiller, and Mr. Sawch each had 4.75 years of credited
service from October 1, 1995 for pension purposes, and Mr. Winger had
2.75 years of credited service for pension purposes. Dr. Venter is not a
participant in the Employee Pension Plan. The base salary and contingent
compensation for each such person are as set forth in the salary and bonus
columns of the Summary Compensation Table above under "EXECUTIVE COMPENSATION."

Estimated annual benefits accrued prior to October 1, 1995 and payable upon
retirement at age 65 under the Employee Pension Plan, the Supplemental
Retirement Plan, and the pension plan component of the Excess Benefit Plan to
Mr. White, Dr. Hunkapiller, and Mr. Sawch are $267, $22,668, and $24,463,
respectively, assuming continued service for benefit eligibility and based on
the current variable unit value, as applicable. Messrs. Winger and Venter do not
have benefit accruals prior to October 1, 1995.

Under the terms of his employment agreement, Mr. White is entitled to
receive additional retirement benefits equal to the annual benefit he would have
received if he were credited with 25 years of service in addition to his actual
service under the Employee Pension Plan and non-qualified plans (the Excess
Benefit Plan and the Supplemental Retirement Plan), reduced by the annual
benefit he will receive from the Employee

19
<PAGE>
Pension Plan and non-qualified plans based on his actual service. Mr. White's
annual benefit will be further reduced by $111,528. Mr. White is 90% vested in
this additional benefit and will be 100% vested on September 12, 2000.

The Employee Pension Plan preserves and protects the benefits of any active
participant in the plan whose employment by the Company is terminated within
three years following a change in control of the Company. In the event of such a
termination, the rights, expectancies, and the benefits of such participants (as
in effect on the date of the change in control) may not be diminished through
amendment or termination of the Employee Pension Plan after the change in
control. In addition, in the event the Employee Pension Plan is terminated
within three years following a change in control, any funds remaining after the
satisfaction of all liabilities under the plan will be allocated among
participants in accordance with applicable United States Department of Labor
regulations.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL, AND OTHER
AGREEMENTS

The Company entered into a three-year employment agreement with Mr. White
dated September 12, 1995 pursuant to which he serves as Chairman, President and
Chief Executive Officer of the Company. The agreement is automatically extended
for consecutive one-year periods unless either party gives at least 180 days
notice of its intent not to renew. No such notice has been given by either
party. Under the terms of the agreement, Mr. White receives a base annual salary
(currently set at $900,000) subject to annual review and a target incentive
payment (currently set at 115% of his base annual salary). In the event of
termination by the Company of Mr. White's employment without cause or if he
terminates employment for good reason (as defined), Mr. White will receive three
times his base salary and target bonus, the fair market value of 36,000 shares
of PE Biosystems Stock and 18,000 shares of Celera Genomics Stock, a pro rated
incentive payment, and other specified benefits.

The Company entered into an agreement with Mr. Winger dated June 3, 1997, as
amended August 11, 1997, pursuant to which he serves as Senior Vice President
and Chief Financial Officer of the Company. Under the terms of the agreement,
Mr. Winger receives a base annual salary (currently set at $430,000) subject to
annual review and a target incentive payment (currently set at 75% of his base
annual salary). He is also eligible to receive an annual restricted stock award
which vests based on performance criteria related to the Company's cash flow. In
consideration of certain benefits from his former employer that were forfeited
upon his joining the Company, Mr. Winger also received a special one-time stock
option grant equivalent to 60,000 shares of PE Biosystems Stock and 15,000
shares of Celera Genomics Stock which vest over a period of four years and a
cash payment of $250,000. In the event that that the aggregate appreciation of
these options does not equal $1,000,000 at the end of the four year period, the
Company will pay Mr. Winger an amount equal to such shortfall. The agreement
also provides that if Mr. Winger is terminated other than for cause he will
receive two times his base salary and continuation of health benefits.

The Company entered into an agreement with Dr. Venter during fiscal year
1999 in connection with the establishment of operations at the Celera Genomics
Group. Under the terms of the agreement, Dr. Venter will, subject to his
continued employment by the Company, be entitled to a cash payment of $1,525,000
for each of the four years ending June 30 from 1999 to 2002 in which the closing
price of Celera Genomics Stock exceeds $8.56 per share (after giving effect to
the two-for-one stock split of Celera Genomics Stock in February 2000).

The Company has agreements with each of Messrs. White, Hunkapiller, Sawch,
and Winger which provide that if, following a change in control, any of such
persons leaves employment for good reason (as defined) or his employment is
terminated without cause, he will generally be entitled to receive three times
his base salary and average incentive compensation, full vesting of all
restricted stock and stock options, and other specified benefits.

The Company has entered into deferred compensation contracts with
Dr. Hunkapiller and Mr. Sawch which, subject to certain conditions, provide for
payments to be made for a maximum of ten years of

20
<PAGE>
$25,000 per year, commencing on retirement from the Company (or in the event of
termination of employment for good reason (as defined) or without cause
following a change in control of the Company). The annual payment may be reduced
or forfeited if the recipient elects one of several optional forms of payment
based on actuarial determinations, terminates employment prior to normal
retirement age, or competes with the Company.

In fiscal year 1999, the Company entered into several agreements with The
Institute for Genomic Research, a Maryland non-stock corporation ("TIGR"), in
connection with the establishment of operations at the Celera Genomics Group.
These agreements include a non-exclusive license agreement for access to TIGR's
Human Gene Index database and the use of certain software developed by TIGR. The
Company also granted TIGR an option to purchase 2,584,700 shares of Celera
Genomics Stock (unexercised as to 1,784,700 shares as of September 6, 2000) at
an exercise price of $6.42 per share (after giving effect to the Celera Genomics
Stock split) in exchange for TIGR's agreement not to compete with the Celera
Genomics Group in specified areas for a one year period. The option expires on
June 30, 2009. It is also contemplated that the Company will provide TIGR with
access to certain of Celera Genomics' databases for internal research purposes
in consideration for TIGR's transfer of certain intellectual property relating
to genomic sequencing. Dr. Venter is Chairman of the Board of Trustees of TIGR,
and his wife, Claire M. Fraser, is President of TIGR.

PROPOSAL 2--RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers LLP ("PwC"),
independent accountants, to audit the books, records, and accounts of the
Company and its subsidiaries for the fiscal year ending June 30, 2001. This
selection is being presented to the stockholders for ratification at the
meeting.

PwC has audited the Company's books annually since 1944. PwC has offices in
or convenient to the localities in the United States and foreign countries where
the Company or its subsidiaries operate, and is considered to be well qualified.
If the stockholders do not ratify the selection of PwC, the selection of
independent accountants will be reconsidered by the Audit/Finance Committee of
the Board.

A representative of PwC will attend the meeting, have the opportunity to
make a statement, and be available to respond to appropriate questions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

PROPOSAL 3--APPROVAL OF AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION

The Board of Directors has approved, subject to approval by the stockholders
at the meeting, amendments to the Company's Restated Certificate of
Incorporation to:

- increase the number of authorized shares of PE Biosystems Stock from
500,000,000 to 1,000,000,000,

- change the name of the Company to "Applera Corporation," and

- change the name of the "PE Biosystems Group" to the "Applied Biosystems
Group."

INCREASE IN NUMBER OF AUTHORIZED SHARES OF PE BIOSYSTEMS STOCK

As of September 1, 2000, 209,337,125 shares of PE Biosystems Stock were
issued and outstanding, 42,435 shares were held in treasury, and 33,709,283
shares were reserved for issuance under the Company's stock incentive and stock
purchase plans and outstanding warrants. If the amendments are adopted,
approximately 756,953,592 shares of PE Biosystems Stock would be unreserved and
available for future issuance.

The Board believes that it is in the best interest of the Company to have
additional shares of PE Biosystems Stock available for possible future actions,
such as financings, investments and acquisitions, stock splits and dividends,
employee benefit plans, and other corporate purposes. As provided in the
Restated Certificate of Incorporation, the Board also has the right to convert
one class of Common Stock

21
<PAGE>

into the other. Other than the issuance of shares under the Company's stock
incentive and stock purchase plans or outstanding warrants, there are no present
plans, understandings, or agreements for the issuance of the shares of PE
Biosystems Stock proposed to be authorized under this proposal.

Authorized but unissued shares of PE Biosystems Stock may be issued at such
times, for such purposes, and for such consideration as the Board may determine
without further stockholder approval, except as otherwise required by law or
applicable stock exchange rules. The issuance of additional shares of PE
Biosystems Stock may, among other things, have a dilutive effect on earnings per
share and on the equity of the present holders of PE Biosystems Stock and the
voting rights of holders of Common Stock. Holders of shares of Common Stock have
no preemptive rights.

CHANGE OF COMPANY AND PE BIOSYSTEMS GROUP NAMES

The Board of Directors believes that the proposed new corporate name,
"Applera Corporation," will better reference the Company's constituent parts.
The new name should also help eliminate confusion in the marketplace and
differentiate the Company from other companies operating in the same or similar
markets.

The Board also believes that the proposed new group name, "Applied
Biosystems Group," is more closely associated with the business of the PE
Biosystems Group than the current name. The Company acquired the Applied
Biosystems name in connection with the acquisition of Applied Biosystems, Inc.
in 1993, and the PE Biosystems Group now conducts business under that name. By
using the Applied Biosystems name, the Board believes that the group is able to
take advantage of the goodwill and name recognition associated with that name
while at the same time offering a unified brand identity. The Board is proposing
to amend the Restated Certificate of Incorporation to conform the legal name of
the PE Biosystems Group to the name under which it now conducts business.

Stockholders will not be required to exchange their existing stock
certificates to reflect the new names. Certificates representing shares of PE
Corporation--PE Biosystems Group Common Stock will after the filing of the
Restated Certificate of Incorporation represent shares of Applera
Corporation--Applied Biosystems Group Common Stock, and certificates
representing shares of PE Corporation--Celera Genomics Group Common Stock will
after the filing represent shares of Applera Corporation--Celera Genomics Group
Common Stock.

PE Biosystems Stock is currently listed on the New York Stock Exchange and
the Pacific Exchange under the symbol "PEB," and Celera Genomics Stock is
currently listed on the New York Stock Exchange and the Pacific Exchange under
the symbol "CRA." If the amendments are approved, the Company will consider a
new symbol for the Applied Biosystems Group stock. The symbol for the Celera
Genomics Stock is not expected to change.

VOTE REQUIRED FOR APPROVAL

Approval of the amendments requires the favorable vote of a majority of the
votes represented by the outstanding shares of Common Stock entitled to vote at
the meeting.

If the amendments are approved by the stockholders at the meeting, the
Company will file a Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware to give effect to the amendments. This filing is
expected to be made as soon as possible after the meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

PROPOSALS 4 AND 5--APPROVAL OF AMENDMENTS TO THE
PE CORPORATION/PE BIOSYSTEMS GROUP 1999 STOCK INCENTIVE PLAN AND THE
PE CORPORATION/CELERA GENOMICS GROUP 1999 STOCK INCENTIVE PLAN

Proposal 4 pertains to amendments to the PE Corporation/PE Biosystems Group
1999 Stock Incentive Plan (the "PE Biosystems Plan") and Proposal 5 pertains to
amendments to the PE Corporation/Celera

22
<PAGE>
Genomics Group 1999 Stock Incentive Plan (the "Celera Genomics Plan"). Those
plans and amendments are identical except as noted below. (The PE Biosystems
Plan and the Celera Genomics Plan are sometimes referred to collectively as the
"Incentive Plans.")

The most important change to be effected by the amendments is to increase
the number of shares authorized for issuance under each of the Incentive Plans.
The Board of Directors has found it increasingly necessary to provide stock
based incentives to attract and retain key employees and now routinely grants
options to employees at all levels of the organization. In addition, the Board
has granted stock options to substantially all employees of Celera Genomics to
provide incentives similar to those of a start-up company. If the amendments are
not approved by the stockholders, awards would continue to be made under the
Incentive Plans until March 31, 2004. However, the Board believes that it would
have not have sufficient shares to provide the stock-based incentives necessary
to attract and retain exceptional employees, officers, directors, and
consultants during the remaining term of the Incentive Plans.

As of August 22, 2000, approximately 5,162,691 shares of PE Biosystems Stock
remained available for the grant of new awards under the PE Biosystems Plan out
of a total of 17,600,000 shares authorized to be issued under that plan, and
approximately 59,518 shares of Celera Genomics Stock remained available for the
grant of new awards under the Celera Genomics Plan out of a total of 11,300,000
shares authorized to be issued under that plan.

SUMMARY OF PROPOSED AMENDMENTS

The proposed amendments would:

- increase the number of shares authorized for issuance under the PE
Biosystems Plan by 10,000,000,

- increase the number of shares authorized for issuance under the Celera
Genomics Plan by 2,900,000,

- limit the cost to the Company of restricted stock awards granted to
directors under the Incentive Plans,

- provide for forfeiture of outstanding options upon termination of
employment or service for cause, and

- change the names of the Incentive Plans to reflect the new corporate and
PE Biosystems Group names, if Proposal 3 is approved by the stockholders
at the meeting.

The Company is not seeking any extension of the term of either Incentive Plan.

SUMMARY OF THE INCENTIVE PLANS AS PROPOSED TO BE AMENDED

This summary highlights all material information from the Incentive Plans as
proposed to be amended. To obtain a complete copy of the Incentive Plans, please
contact the Corporate Secretary at 761 Main Avenue, Norwalk, CT 06859-0199.

SHARES SUBJECT TO THE PLANS. Subject to adjustment as discussed below, if
the amendments are approved, an additional 10,000,000 shares of PE Biosystems
Stock will be available for issuance under the PE Biosystems Plan and an
additional 2,900,000 shares of Celera Genomics Stock will be available for
issuance under the Celera Genomics Plan. Shares delivered under the Incentive
Plans may be newly issued shares or treasury shares. As of August 22, 2000, the
fair market value of a share of PE Biosystems Stock was $90.75 and the fair
market value of a share of Celera Genomics Stock was $83.75.

TYPES OF INCENTIVES. Incentives granted under the Incentive Plans may be:

- stock options, consisting of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code (the "Code") and non-qualified
stock options (collectively, "Options");

- shares of PE Biosystems Stock or Celera Genomics Stock, which may be
subject to restrictions ("Employee Stock Awards");

- shares of PE Biosystems Stock or Celera Genomics Stock subject to
performance goals ("Performance Shares"); or

23
<PAGE>

- director stock awards, which are shares of PE Biosystems Stock or Celera
Genomics Stock subject to restrictions ("Director Stock Awards").

ELIGIBILITY. Under the terms of the Incentive Plans:

- all regular salaried employees, including executive officers, may receive
Options, Employee Stock Awards, and Performance Shares;

- all consultants performing significant services may receive non-qualified
stock options; and

- all non-employee directors may receive non-qualified stock options and
Director Stock Awards.

As of July 31, 2000, approximately 5,000 employees, consultants, and
directors were eligible to participate in the Incentive Plans.

ADMINISTRATION. The Incentive Plans are administered by the Management
Resources Committee (the "Committee") of the Board, all of the members of which
qualify as outside directors as defined under Section 162(m) of the Code and
non-employee directors as defined under Rule 16b-3 of the Securities Exchange
Act of 1934. The Committee determines, subject to the terms of the Incentive
Plans, the employees, non-employee directors, and consultants to whom, and the
time or times at which, it will grant awards, as well as the terms and
provisions of each award.

STOCK OPTIONS. The purchase price, vesting period, and all other terms and
conditions of each Option are determined by the Committee, except that the
purchase price of a share of PE Biosystems Stock or Celera Genomics Stock
covered by an Option may not be not less than 100% of the fair market value of
the underlying stock on the date of the grant, and the term of each Option may
not be more than ten years from the date of grant.

If the employment of an employee, the service of a non-employee director, or
the service of a consultant to whom an Option has been granted is terminated,
other than by reason of retirement, disability, or death, the employee,
non-employee director, or consultant may exercise the Option, to the extent that
such person is entitled to do so at the date of termination, for 30 days after
the termination, but not after the Option expires. In addition, if the proposed
amendments are approved, Options held by an employee, non-employee director, or
consultant whose employment or service with the Company is terminated for cause
will be forfeited. "Cause" is defined as (1) any act which is in bad faith and
to the detriment of the Company or (2) a material breach of any agreement with
or material obligation to the Company.

If an employee to whom an Option has been granted retires from the Company
under any pension plan provided by the Company or if an employee or a consultant
to whom an Option has been granted becomes totally and permanently disabled, the
Option may be fully exercised without regard to the period of continuous
employment or service at any time: (1) in the case of an incentive stock option,
within three months after retirement or disability, but not after the Option
expires; or (2) in the case of a non-qualified stock option, within one year
after retirement or disability, but not after the Option expires. If a
non-employee director (1) retires from the Board on reaching normal retirement
age, (2) resigns or declines to stand for reelection with the approval of the
Board, or (3) becomes totally and permanently disabled, the Option may be fully
exercised, without regard to the period of continuous service, at any time
within three years after retirement, resignation, declining, or disability, but
not after the Option expires.

If an employee, non-employee director, or consultant to whom an Option has
been granted dies while employed by or engaged to provide services or while
serving as a member of the Board, the Option may be exercised to the extent that
such person was entitled to do so at the date of death by his or her executor or
administrator or other person at the time entitled by law to the employee's,
non-employee director's, or consultant's rights under the Option. The person
exercising the Option must do so within one year after the death, but not after
the Option expires.

Options will be exercisable only by the optionee or his or her guardian or
legal representative, and may not be transferred, except under a domestic
relations order. However, the Committee may, in its sole discretion, permit an
optionee to transfer a non-qualified stock option to

24
<PAGE>
- a member of the optionee's immediate family,

- a trust, the beneficiaries of which consist only of members of the
optionee's immediate family, or

- a partnership, the partners of which consist only of members of the
optionee's immediate family.

After the death of an optionee, the Option may be transferred pursuant to the
laws of descent and distribution.

A condition to the exercise of an Option following termination of employment
or service is that the optionee has not (1) rendered services or engaged
directly or indirectly in any business which, in the opinion of the Committee,
competes with or is in conflict with the interests of the Company, or
(2) violated any written agreement with the Company. An optionee's violation of
either of these conditions will result in the forfeiture of all Options held.

Except as discussed below, no one individual may be granted an Option or
Options under either Incentive Plan during any fiscal year for an aggregate
number of shares of stock which exceeds 10% of the total number of shares
reserved for issuance under the respective Incentive Plan. The Celera Genomics
Plan permitted the grant during fiscal year 1999 of Options to the President of
the Celera Genomics Group representing up to 30% of the total number of shares
reserved for issuance under that plan.

EMPLOYEE STOCK AWARDS. Employee Stock Awards may be subject to
restrictions, as determined by the Committee. Until those conditions are met,
the recipient may not sell, transfer, or otherwise dispose of the shares.
Recipients of Employee Stock Awards are otherwise entitled to the rights of a
stockholder with respect to the shares of stock subject to Employee Stock Awards
as the Committee may determine, including the right to vote and receive
dividends and other distributions made with respect to the stock.

If a recipient of an Employee Stock Award terminates employment before any
applicable restrictions lapse, by reason of death, total and permanent
disability, retirement, or resignation or discharge from employment other than
for cause, the Committee may, in its sole discretion, remove restrictions on all
or a portion of the stock subject to the Employee Stock Award.

Subject to adjustment as discussed below, no employee may receive an
Employee Stock Award under the PE Biosystems Plan representing more than 160,000
shares of PE Biosystems Stock during any fiscal year, and the maximum number of
shares that may be issued to all employees as Employee Stock Awards under the PE
Biosystems Plan is 320,000. Subject to adjustment as discussed below, no
employee may receive an Employee Stock Award under the Celera Genomics Plan
representing more than 80,000 shares of Celera Genomics Stock during any fiscal
year, and the maximum number of shares that may be issued to all employees as
Employee Stock Awards under the Celera Genomics Plan is 160,000.

PERFORMANCE SHARES. Performance Shares will be subject to the attainment of
performance goals within the meaning of Section 162(m) of the Code and the
regulations thereunder. These performance goals could relate to stock price,
market share, sales, earnings per share, return on equity, costs, and cash flow,
as determined by the Committee, and the period in which these goals are to be
met will not be less than one year. Certificates representing Performance Shares
will be registered in the name of the award recipient but remain in the physical
custody of the Company until the Committee has determined that the performance
goals have been attained and other stock restrictions, if any, have been
satisfied. Until Performance Shares are delivered to an award recipient, the
recipient may not sell, transfer, or otherwise dispose of those shares.
Recipients of Performance Shares are entitled to such other rights of a
stockholder with respect to Performance Shares as the Committee determines,
including the right to vote and receive dividends and other distributions.

If a recipient of Performance Shares terminates employment by reason of
death, total and permanent disability, retirement, resignation, or discharge
from employment other than for cause before all applicable performance goals
have been attained, the Committee may, in its sole discretion, remove
restrictions on all or a portion of the Performance Shares or determine that the
performance objectives with respect to all or a

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portion of the Performance Shares have been attained. However, the Committee may
not exercise its discretion to the extent that it would cause the award of
Performance Shares not to qualify as performance-based compensation under
Section 162(m) of the Code.

Subject to adjustment as discussed below, no employee may receive
Performance Shares under the PE Biosystems Plan representing more than 400,000
shares of PE Biosystems Stock during any fiscal year, and the maximum number of
shares that may be issued to all employees as Performance Shares under the PE
Biosystems Plan is 1,600,000. Subject to adjustment as discussed below, no
employee may receive Performance Shares under the Celera Genomics Plan
representing more than 200,000 shares of Celera Genomics Stock during any fiscal
year, and the maximum number of shares that may be issued to all employees as
Performance Shares under the Celera Genomics Plan is 800,000.

DIRECTOR STOCK AWARDS. As of the date of each election or reelection to the
Board, each non-employee director will automatically be granted a Director Stock
Award of 1,200 shares of PE Biosystems Stock under the PE Biosystems Plan and
300 shares of Celera Genomics Stock under the Celera Genomics Plan, in each case
subject to adjustment as provided below. Non-employee directors elected other
than at an annual meeting are granted a pro rata portion of such shares. Each
Director Stock Award vests on the date immediately preceding the first annual
meeting of stockholders next following the date of grant, provided that the
holder continues to serve as a member of the Board as of that date.

If the proposed amendments are approved, the aggregate dollar value of all
Director Stock Awards to a director under both Incentive Plans may not exceed
$135,000 for the fiscal year ending June 30, 2001, increasing by 10% each year
thereafter. The aggregate dollar value will be calculated by multiplying the
total number of shares subject to Director Stock Awards under both Incentive
Plans by the fair market value of the applicable class of stock on the date of
grant. To the extent that the aggregate dollar value of such awards would
otherwise exceed this dollar limit, the Committee will allocate shares of each
class of stock based on the ratio of the number of shares of each class of stock
outstanding on the date of grant.

Except as set forth below, the holder of a Director Stock Award will be
entitled to all rights of a stockholder with respect to the shares of PE
Biosystems Stock or Celera Genomics Stock issued under the Director Stock Award,
including the right to receive dividends and to vote the shares. However, stock
dividends paid on the shares will be restricted to the same extent as the shares
underlying the Director Stock Award. Prior to vesting, the shares of stock
issued under a Director Stock Award may not be sold, transferred, or otherwise
disposed of.

If a non-employee director to whom a Director Stock Award has been granted
ceases to serve as a director as a result of death, retiring from the Board upon
reaching normal retirement age, becoming totally and permanently disabled, or
resigning with the approval of the Board, all shares subject to the Director
Stock Award will be fully vested as of the date of termination of service.

Non-employee directors will be permitted to defer receipt of their Director
Stock Awards. Deferred awards will be credited to a bookkeeping account and
those awards will be deemed invested in stock units, each unit representing one
share of PE Biosystems Stock or Celera Genomics Stock. As dividends are paid, a
corresponding number of additional units will be credited to the director's
deferral account. A non-employee director who defers receipt of a Director Stock
Award will only have voting rights with respect to the Director Stock Award at
such time as he or she receives an actual distribution of the stock.

CHANGE OF CONTROL. All outstanding Options granted under the Incentive
Plans will become fully and immediately exercisable, all restrictions on
Employee Stock Awards and awards of Performance Shares will immediately
terminate, all performance objectives applicable to awards of Performance Shares
will be deemed attained, and all Director Stock Awards will become fully vested
if:

- a tender offer or exchange offer, other than an offer by the Company, is
made for common stock representing more than 25% of the combined voting
power of the outstanding voting securities of the Company entitled to vote
generally in the election of directors;

- any person acquires common stock representing more than 25% of such
combined voting power;

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- a majority of the incumbent directors ceases to remain on the Board; or

- the stockholders approve the sale of all or substantially all of the stock
or assets of the Company.

TERMINATION AND AMENDMENT; NO REPRICING. No award may be made under the
Incentive Plans after March 31, 2004. The Board may at any time prior to that
date terminate either of the Incentive Plans or make any amendment or
modification it deems advisable. However, any such amendments will require
stockholder approval if they would

- increase the aggregate number of shares which may be issued,

- materially modify the eligibility requirements for participation, or

- materially increase the benefits accruing to participants under either
Incentive Plan.

The Committee may amend the terms of any outstanding Option or other award
under either Incentive Plan at any time in its discretion in any manner it deems
appropriate, including accelerating the date of exercise of any award,
terminating restrictions, or converting an incentive stock option into a
non-qualified stock option. However, no amendment may adversely affect in any
material manner any right of any recipient without his or her consent. In
addition, the Committee may not (1) amend any previously issued award of
Performance Shares to the extent that the amendment would cause the award not to
qualify as performance-based compensation under Section 162(m) of the Code, or
(2) amend any previously issued Option to reduce the purchase price, whether by
modification of the Option or by cancellation of the Option in consideration of
the immediate issuance of a replacement Option with a reduced purchase price.

ADJUSTMENTS BY THE COMMITTEE. The Incentive Plans provide that the
Committee may adjust, as it deems appropriate, the maximum number of shares that
may be subject to Options or other awards, and the terms of any outstanding
Options or other awards under the Incentive Plans, to reflect changes in the
outstanding stock that occur because of stock dividends, stock splits,
recapitalizations, reorganizations, liquidations, or other similar events.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Company believes that, based on the laws as in effect on the date of
this proxy statement, the following are the principal federal income tax
consequences to participants and the Company of Options and other awards granted
under the Incentive Plans. THIS SUMMARY IS NOT A COMPLETE ANALYSIS OF ALL
POTENTIAL TAX CONSEQUENCES RELEVANT TO PARTICIPANTS AND THE COMPANY AND DOES NOT
DESCRIBE TAX CONSEQUENCES BASED ON PARTICULAR CIRCUMSTANCES. STATE, LOCAL, AND
FOREIGN TAX LAWS ARE NOT DISCUSSED. FOR THESE REASONS, PARTICIPANTS SHOULD
CONSULT WITH A TAX ADVISOR AS TO ANY SPECIFIC QUESTIONS REGARDING THE TAX
CONSEQUENCES OF OPTIONS AND OTHER AWARDS GRANTED UNDER THE INCENTIVE PLANS.

INCENTIVE STOCK OPTIONS. If the Company issues shares to an employee upon
the exercise of an incentive stock option granted under the Incentive Plans
during the employee's employment or within three months after the employee's
termination of employment, then:

- the employee will not recognize income at the time of the grant of the
incentive stock option or upon exercise of the incentive stock option;

- the Company will not be allowed a federal income tax deduction in
connection with the grant or exercise of the incentive stock option; and

- upon a sale or exchange of the shares after the later of (1) one year from
the date of transfer of the shares to the employee or (2) two years from
the date of grant of the incentive stock option, any amount received by
the employee in excess of the incentive stock option price will be taxed
to the employee as a capital gain, and any loss sustained by the employee
will be a capital loss. The capital gain, if any, from sales or exchanges
of shares is subject to tax at various rates depending upon the length of
time the shares were held, the date of disposition, and the income tax
bracket of the employee.

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If the shares are disposed of before the holding period requirements are
satisfied, then:

- the employee will recognize ordinary income in the year of disposition in
an amount (1) equal to the excess, on the date of exercise of the
incentive stock option, of the fair market value of the shares received
over the option price paid, but (2) limited to the excess of the amount
received on the sale over the option price if the amount received is less
than the fair market value on the date of exercise;

- the Company will be entitled to a deduction for the year equal to the
ordinary income recognized by the employee; and

- the employee will have capital gain or loss equal to the difference
between (1) the amount received by the employee upon the sale or exchange
of the shares and (2) the option price paid by the employee increased by
any ordinary income recognized.

NON-QUALIFIED STOCK OPTIONS. An employee, consultant, or director to whom a
non-qualified stock option is granted will not recognize income at the time the
option is granted. When the employee, consultant, or director exercises the
option, he or she will recognize ordinary income equal to the excess, if any, of
the market value, as of the date of exercise, of the shares received over the
option price paid. Subject to the Code and regulations thereunder, the Company
will generally be entitled to a federal income tax deduction equal to the
ordinary income recognized by the employee, consultant, or director. Any
compensation included in an employee's gross income will be subject to federal
and applicable state employment taxes. Upon the sale of shares acquired through
the exercise of a non-qualified stock option, the employee, consultant, or
director will have capital gain or loss equal to the difference between (1) the
amount received by the employee upon the sale or exchange of the shares and
(2) the option price paid by the employee increased by any ordinary income
recognized.

EMPLOYEE STOCK AWARDS. No taxable income will be recognized by an employee
upon the grant of an Employee Stock Award that is subject to a substantial risk
of forfeiture unless the employee makes the election under Section 83(b) of the
Code referred to in the next paragraph. If the employee does not make an
election, he or she will recognize ordinary income at the time his or her
interest in the shares is either transferable or no longer subject to a
substantial risk of forfeiture (the "Section 83 Restrictions"). The amount of
this ordinary income will be equal to the excess, if any, of the fair market
value of the shares received at the time of the lapse of the Section 83
Restrictions over the amount, if any, the employee paid for the shares. The
employee's tax basis in the shares received at the lapse of the Section 83
Restrictions will be equal to the amount, if any, paid for the shares plus the
amount of ordinary income recognized. Dividends paid on shares while they are
subject to the Section 83 Restrictions will be taxable as ordinary compensation
income and not as dividends.

An employee receiving shares under an Employee Stock Award may elect under
Section 83(b) of the Code to be taxed at the time the employee receives the
shares on an amount equal to the fair market value of the shares received,
determined without regard to the Section 83 Restrictions, at the time of
transfer less the purchase price, if any, paid for the shares. The employee's
tax basis in the shares will be the fair market value of the shares at the time
the shares are received. If a Section 83(b) election is made, dividends paid on
these shares will not be taxable as compensation income but will be taxable as
dividends, and no additional compensation income will be recognized when the
Section 83 Restrictions lapse or are released. Any compensation included in an
employee's gross income will be subject to federal and applicable state
employment taxes.

PERFORMANCE SHARES. Generally, no income will be recognized by an employee
upon the grant of Performance Shares and instead the employee will recognize
ordinary income at the time the Performance Shares vest or are no longer subject
to a substantial risk of forfeiture. The income will be equal to the excess, if
any, of the fair market value of the shares at the time they become vested or
non-forfeitable over the amount, if any, the employee paid for the shares. If
the employee is entitled to receive dividends on the shares prior to the time
they vest or become non-forfeitable, the dividends will be taxable as ordinary
compensation income and not as dividends. The employee's tax basis in the shares
will be equal to the amount, if any, paid for the shares plus the amount of
ordinary income recognized with respect to the shares.

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<PAGE>

An employee receiving Performance Shares may elect under Section 83(b) of
the Code to be taxed at the time the employee receives the shares on an amount
equal to the fair market value of the shares received, determined without regard
to the Section 83 Restrictions, at the time of transfer less the purchase price,
if any, paid for the shares. The tax basis in the shares will be the fair market
value of the shares at the time the shares are received. If a Section 83(b)
election is made, dividends paid on the shares will not be taxable as
compensation income but will be taxable as dividends and no additional
compensation income will be recognized when the shares vest or become
non-forfeitable. Any compensation included in an employee's gross income will be
subject to federal and applicable state employment taxes.

DIRECTOR STOCK AWARDS. No taxable income will be recognized by a
non-employee director upon the grant of a Director Stock Award unless he or she
makes the election under Section 83(b) referred to above. If no election is
made, the director will recognize ordinary income at the time his or her
interest in the shares vests or is no longer subject to a substantial risk of
forfeiture. The amount of ordinary income will be equal to the excess, if any,
of the fair market value of the shares received at such time over the amount, if
any, the director paid for the shares. Dividends paid on shares while they are
subject to a substantial risk of forfeiture will be taxable as ordinary income
and not as dividends. The director's tax basis in the shares received will be
equal to the amount, if any, paid for the shares plus the amount of ordinary
income recognized.

If a Section 83(b) election is made, the director will be taxed at the time
the director receives the shares on an amount equal to the fair market value of
the shares received, determined without regard to the Section 83 Restrictions,
at the time of transfer less the purchase price, if any, paid for the shares.
The tax basis in the shares will be the fair market value of the shares at the
time the shares are received. Dividends paid on the shares will not be taxable
as ordinary income but will be taxable as dividends and no additional ordinary
income will be recognized when the shares vest.

DEFERRALS. In general, a non-employee director who elects to defer a
Director Stock Award will not be subject to current federal income tax on the
award, or related earnings, until it is distributed. Deferred compensation
distributed under the Incentive Plans will be taxed as ordinary income and not
as capital gains.

LIMITS ON DEDUCTIONS. Under Section 162(m) of the Code, compensation paid
to the Company's chief executive officer and the four other most highly paid
executive officers in a particular year is limited to $1 million per person,
except that compensation that is performance-based will be excluded for purposes
of calculating the amount of compensation subject to this $1 million limitation.
The Company's ability to deduct compensation paid to any other executive officer
or employee is not affected by this provision. As noted above under "EXECUTIVE
COMPENSATION--REPORT OF THE MANAGEMENT RESOURCES COMMITTEE," the Committee
generally seeks to maximize the deductibility of compensation paid to its
executive officers. However, it will maintain flexibility to take actions that
may be based on considerations other than tax deductibility.

PLAN BENEFITS

Because employee awards under the Incentive Plans are discretionary, it is
not possible to determine the benefits or amounts that will be received in the
future by individual employees or groups of employees under the Incentive Plans.
Awards of Options to non-employee directors are also discretionary. However, it
is expected that each non-employee director will receive on the date of the
meeting as part of his or her regular compensation a grant of Options to
purchase 6,000 shares of PE Biosystems Stock and 1,500 shares of Celera Genomics
Stock. In addition, each non-employee director will receive on such date
Director Stock Awards of 1,200 shares of PE Biosystems Stock and 300 shares of
Celera Genomics Stock. See "PROPOSAL 1--ELECTION OF DIRECTORS--COMPENSATION OF
DIRECTORS," above.

VOTE REQUIRED FOR APPROVAL

Approval of each proposal requires the favorable vote of a majority of votes
present in person or by proxy and entitled to vote at the meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THESE
PROPOSALS.

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OTHER BUSINESS

As of the date of this proxy statement, the Company does not know of any
matter to be brought before the meeting other than those described in this proxy
statement. If any other matters properly come before the meeting, the persons
named as proxies on the accompanying proxy card will vote on these matters in
accordance with their best judgment.

STOCKHOLDER PROPOSALS

Any stockholder who wishes to submit a proposal to be included in the proxy
statement for the Company's 2001 annual meeting must deliver the proposal to the
Company no later than May 11, 2001. All proposals should be sent in writing to
the Secretary of the Company, 761 Main Avenue, Norwalk, Connecticut, 06859-0199,
and must include specified information about the proposal and stockholder
required by the SEC.

The Company's By-laws also provide that any stockholder who intends to
present a nomination for a directorship or a proposal for action at any annual
meeting of stockholders must give advance notice of such proposal together with
certain specified information. These requirements are separate and apart from
and in addition to the SEC requirements noted above that a stockholder must meet
in order to have a proposal included in the Company's proxy materials. In
general, the advance notice must be given to the Secretary of the Company not
less than 45 days or more than 75 days prior to the first anniversary of the
date on which proxy materials for the preceding year's annual meeting were first
mailed to stockholders. In the case of the 2001 annual meeting, this advance
notice must be received no earlier than June 28, 2001 or later than July 28,
2001. The Company will have discretionary authority to vote on any stockholder
proposals presented at the 2001 annual meeting which do not comply with these
notice requirements. Additional information regarding the submission of
stockholder proposals may be obtained by writing to the Secretary of the Company
at the address set forth above.

By Order of the Board of Directors,
Thomas P. Livingston
SECRETARY
Norwalk, Connecticut
September 8, 2000

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[LOGO]
761 MAIN AVENUE
NORWALK, CT 06859-0001

</TABLE>

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APPENDIX A TO SCHEDULE 14A
FILED UNDER SCHEDULE 14A, ITEM 10

APPLERA CORPORATION/APPLIED BIOSYSTEMS GROUP
1999 STOCK INCENTIVE PLAN
(AS PROPOSED TO BE AMENDED)

1. PURPOSE OF THE PLAN.

The purpose of Applera Corporation/Applied Biosystems Group 1999 Stock
Incentive Plan (the "Plan") is to increase stockholder value and to advance the
interests of Applera Corporation and its subsidiaries (collectively, the
"Corporation") by providing financial incentives designed to attract, retain,
and motivate employees, officers, consultants, and directors of the Corporation.
The Plan continues the established policy of the Corporation of encouraging
ownership of its Stock by key personnel and of providing incentives for such
individuals to put forth maximum efforts for the success 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 "ACT" means the Securities Exchange Act of 1934, as amended from time to
time.

2.2 "AGREEMENT" means the written agreement between the Corporation and an
Optionee or Award Recipient, as the case may be, evidencing the grant of an
Option or Award and setting forth the terms and conditions thereof.

2.3 "AWARD" means a Stock Award or Performance Share Award.

2.4 "AWARD RECIPIENT" means an individual to whom an Award has been granted
under the Plan.

2.5 "BOARD OF DIRECTORS" means the Board of Directors of the Corporation.

2.6 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

2.7 "COMMITTEE" means the Management Resources Committee of the Board of
Directors, or any successor thereto or committee designated thereby whose
members qualify as (a) outside directors as defined in Section 162(m) of the
Code and the Treasury Regulations issued pursuant thereto and (b) non-employee
directors within the meaning of Rule 16b-3 under the Act.

2.8 "CONTINUOUS SERVICE" means an uninterrupted chain of continuous regular
employment by the Corporation or an uninterrupted chain of continuous
performance of significant services for the Corporation by a consultant. A leave
of absence granted in accordance with the Corporation's usual procedures which
does not operate to interrupt continuous employment or continuous performance of
significant services for other benefits granted by the Corporation shall not be
considered a termination of employment nor an interruption of Continuous Service
hereunder, and an employee or consultant who is granted such a leave of absence
shall be considered to be continuously employed or continuously performing
significant services during the period of such leave; PROVIDED, HOWEVER, that if
regulations under the Code or an amendment to the Code shall establish a more
restrictive definition of a leave of absence, such definition shall be
substituted herein.

2.9 "DEFERRAL ACCOUNT" means the bookkeeping account established for the
deferral of a Director Stock Award by a Non-Employee Director pursuant to
Section 10.7 hereof.

2.10 "DIRECTOR STOCK AWARD" means an award of shares of Stock granted
pursuant to Section 10 hereof.

2.11 "EMPLOYEE AWARD" means an Employee Stock Award or Performance Share
Award.

2.12 "EMPLOYEE STOCK AWARD" means an award of shares of Stock granted
pursuant to Section 8 hereof.

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2.13 "FAIR MARKET VALUE" means the simple average of the high and low sales
prices of a share of Stock as reported in the report of composite transactions
(or other source designated by the Committee) on the date on which fair market
value is to be determined (or if there shall be no trading on such date, then on
the first previous date on which sales were made on a national securities
exchange).

2.14 "INCENTIVE STOCK OPTIONS" means those Options granted hereunder to
employees as incentive stock options as defined in, and which by their terms
comply with the requirements for such Options set out in, Section 422 of the
Code and the Treasury Regulations issued pursuant thereto.

2.15 "NON-EMPLOYEE DIRECTOR" means a member of the Board of Directors who is
not an employee or officer of the Corporation.

2.16 "NON-QUALIFIED STOCK OPTIONS" means those Options granted hereunder
which are not intended to qualify as Incentive Stock Options.

2.17 "NORMAL RETIREMENT AGE" means the normal retirement age of a member of
the Board as determined by the Board from time to time.

2.18 "OPTION" means an option granted pursuant to Section 6 hereof.

2.19 "OPTIONEE" means an individual to whom an Option has been granted under
the Plan.

2.20 "PERFORMANCE SHARE AWARD" means an award of Performance Shares granted
pursuant to Section 9 hereof.

2.21 "PERFORMANCE SHARES" means shares of Stock covered by a Performance
Share Award.

2.22 "STOCK" means the Applera Corporation--Applied Biosystems Group Common
Stock, par value $.01 per share, of the Corporation.

2.23 "STOCK AWARD" means an Employee Stock Award or Director Stock Award.

2.24 "STOCK UNIT" means the bookkeeping entry representing the equivalent of
one share of Stock.

2.25 "STOCK RESTRICTIONS" mean the restrictions, including performance
goals, placed on a Stock Award or Performance Share Award under the Plan.

2.26 "TEN PERCENT STOCKHOLDER" means an individual who owns, within the
meaning of Section 422(b)(6) of the Code and the Treasury Regulations issued
pursuant thereto, stock possessing more than ten (10%) percent of the total
combined voting power of all classes of stock of the Corporation.

3. SHARES RESERVED FOR THE PLAN.

The aggregate number of shares of Stock available for Options and Awards
under the Plan is 27,600,000, subject to adjustment in accordance with
Section 15. Shares of Stock issued under the Plan shall be authorized but
unissued shares. In lieu of such unissued shares, the Corporation may, in its
discretion, transfer on the exercise of Options or the delivery of shares of
Stock issued pursuant to Awards treasury shares, reacquired shares, or shares
acquired in the market for purposes of the Plan.

If any Options or Awards granted under the Plan shall for any reason
terminate, be canceled, or expire without having been exercised or vested in
full, shares of Stock not issued or vested in full under such Options or Awards
shall be available again for issuance under the Plan.

4. 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, including, without
limitation, the authority to determine the individuals to whom, and the time or
times at which, Options and Awards shall be granted, the number of shares of
Stock to be covered by each Option and Award, and the terms and conditions of
each Option and Award. 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; to determine the terms (which need not be identical)
of Agreements executed and delivered under the Plan, including, without
limitation, such terms and provisions as

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<PAGE>
shall be requisite in the judgment of the Committee to conform to any change in
any law or regulation applicable thereto; 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 on all persons having an interest in the
Plan.

5. ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING OPTIONS AND AWARDS.

Subject to the terms of the Plan, an Option may be granted to any person
who, at the time the Option is granted, is a regular full-time employee (which
term shall include officers and directors) of the Corporation, a Non-Employee
Director, or a consultant performing significant services for the Corporation.
Employee Awards may be granted to any person who, at the time the Employee Award
is granted, is a regular full-time employee (which term shall include officers
and directors) of the Corporation. Non-Employee Directors shall not be eligible
to receive Employee Awards. In determining the employees, Non-Employee Directors
and consultants to whom Options or Awards shall be granted, the number of shares
of Stock to be covered by each Option or Award, and the terms and conditions of
each Option and Award, the Committee shall take into account the duties and
responsibilities of the respective employees, Non-Employee Directors, and
consultants, their present and potential contributions to the success of the
Corporation, and such other factors as they shall deem relevant in connection
with accomplishing the purposes of the Plan. An employee, Non-Employee Director,
or consultant who has been granted an Option or Award may be granted and hold
additional Options or Awards if the Committee shall so determine.

6. OPTIONS.

6.1 GRANT OF OPTIONS. Subject to the terms of the Plan, the Committee may
grant Options to such employees, Non-Employee Directors, and consultants at such
time or times and in such amounts as it shall determine. Each Option granted
hereunder shall be designated as an Incentive Stock Option or Non-Qualified
Stock Option and shall be evidenced by an Agreement containing such terms and
conditions consistent with the Plan as the Committee shall determine; PROVIDED,
HOWEVER, that Incentive Stock Options shall be granted only to employees of the
Corporation.

6.2 PURCHASE PRICE. The purchase price of each share of Stock covered by an
Option shall be not less than 100% (or 110% in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder) of the Fair Market Value of a share
of Stock on the date the Option is granted.

6.3 TERM. The term of each Option shall be for such period as the Committee
shall determine, but not more than ten (10) years (or five (5) years in the case
of an Incentive Stock Option granted to a Ten Percent Stockholder) from the date
of grant thereof, and shall be subject to earlier termination as hereinafter
provided. If the original term of any Option is less than ten (10) years (or
five (5) years in the case of an Incentive Stock Option granted to a Ten Percent
Stockholder) from the date of grant, the Option prior to its expiration may be
amended, with the approval of the Committee and the employee, Non-Employee
Director, or consultant, as the case may be, to extend the term so that the term
as amended is not more than ten (10) years (or five (5) years in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder) from the original
date of grant of such Option.

6.4 VESTING. An Option shall be exercisable at such time or times and in
such manner and number of shares as the Committee shall determine. Except as
provided in the Plan, no Option may be exercised at any time unless the holder
thereof is then a regular employee of the Corporation, a member of the Board of
Directors, or a consultant performing significant services for the Corporation.
Options granted under the Plan shall not be affected by any change of duties or
position so long as the holder continues to be an employee of the Corporation,
continues to be a member of the Board of Directors, or a consultant performing
significant services for the Corporation.

6.5 TERMINATION OF EMPLOYMENT OR SERVICES. Except as otherwise provided in
the Agreement, in the event that the employment of an employee to whom an Option
has been granted under the Plan shall be terminated or the services of a
Non-Employee Director or consultant to whom an Option has been granted under the
Plan shall be terminated (other than by reason of Cause, retirement, disability,
or death), such

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Option may, subject to the provisions of the Plan, be exercised, to the extent
that the employee, Non-Employee Director, or consultant was entitled to do so at
the date of termination of his or her employment or services, at any time within
thirty (30) days after such termination, but in no event after the expiration of
the term of the Option.

6.6 TERMINATION OF EMPLOYMENT OR SERVICES FOR CAUSE. In the event that the
employment of an employee to whom an Option has been granted under the Plan
shall be terminated or the services of a Non-Employee Director or consultant to
whom an Option has been granted under the Plan shall be terminated for Cause (as
such term is defined below), such Option shall be immediately forfeited in full
upon such termination (regardless of the extent to which such Option may have
been exercisable as of such time). For purposes of this Section 6.6 only,
"Cause" shall be defined as (a) any act which is in bad faith and to the
detriment of the Corporation or (b) a material breach of any agreement with or
material obligation to the Corporation.

6.7 RETIREMENT OR DISABILITY. Except as otherwise provided in the
Agreement, if an employee to whom an Option has been granted under the Plan
shall retire from the Corporation pursuant to any qualified pension plan
provided by the Corporation, or if a Non-Employee Director (a) retires from the
Board of Directors upon reaching Normal Retirement Age or (b) resigns or
declines to stand for reelection with the approval of the Board of Directors, or
if an employee, Non-Employee Director, or consultant to whom an Option has been
granted becomes totally and permanently disabled, such Option may be exercised,
notwithstanding the provisions of Section 6.4, in full without regard to the
period of Continuous Service after the Option was granted at any time (a) in the
case of an employee holding an Incentive Stock Option, within three (3) months
after such retirement or disability, but in no event after the expiration of the
term of the Option or (b) in the case of a Non-Qualified Stock Option, within
one (1) year (three (3) years in the case of a Non-Employee Director) after such
retirement, disability, resignation, or declining, but in no event after the
expiration of the term of the Option.

6.8 DEATH. If an employee, Non-Employee Director, or consultant to whom an
Option has been granted under the Plan shall die while employed by the
Corporation, serving as a member of the Board of Directors, or engaged to
perform services for the Corporation, such Option may be exercised to the extent
that the employee, Non-Employee Director, or consultant was entitled to do so at
the date of his or her death, by his or her executor or administrator or other
person at the time entitled by law to the employee's, Non-Employee Director's,
or consultant's rights under the Option, at any time within such period, not
exceeding one (1) year after his or her death, as shall be prescribed in the
Agreement, but in no event after the expiration of the term of the Option.

7. TERMS AND CONDITIONS APPLICABLE TO OPTIONS.

7.1 TRANSFERABILITY. During the lifetime of an Optionee, an Option shall
not be transferable, except pursuant to a domestic relations order; PROVIDED,
HOWEVER, that the Committee may, in its sole discretion, permit an Optionee to
transfer a Non-Qualified Stock Option to (a) a member of the Optionee's
immediate family, (b) a trust, the beneficiaries of which consist exclusively of
members of the Optionee's immediate family, or (c) a partnership, the partners
of which consist exclusively of members of the Optionee's immediate family.
After the death of an Optionee, an Option may be transferred pursuant to the
laws of descent and distribution.

7.2 METHOD OF EXERCISE. An Option may be exercised by giving written notice
to the Corporation specifying the number of shares of Stock to be purchased;
PROVIDED that, except as otherwise provided by the Committee, an Option may not
be exercised as to fewer than 100 shares, or the remaining exercisable shares
covered by the Option if fewer than 100, at any one time. No Option may be
exercised with respect to a fractional share. The purchase price of the shares
as to which an Option shall be exercised shall be paid in full at the time of
exercise at the election of the holder of an Option (a) in cash or currency of
the United States of America, (b) by tendering to the Corporation shares of
Stock owned by such holder for at least six (6) months having a Fair Market
Value equal to the cash exercise price applicable to the purchase price of the
shares as to which the Option is being exercised, (c) a combination of cash
and/or previously owned shares

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of Stock valued at Fair Market Value, or (d) by payment of such other
consideration as the Committee shall from time to time determine. For purposes
of the immediately preceding sentence, Fair Market Value shall be determined as
of the business day immediately preceding the day on which the Option is
exercised. Notwithstanding the foregoing, the Committee shall have the right to
modify, amend, or cancel the provisions of clauses (b) and (c) above at any time
upon prior notice to the holders of Options.

7.3 STOCKHOLDER RIGHTS. An Optionee shall have none of the rights of a
stockholder with respect to the shares subject to an Option until such shares
have been registered upon the exercise of the Option on the transfer books of
the Corporation in the name of such Optionee and then only to the extent that
any restrictions imposed thereon by the Committee shall have lapsed.

7.4 NO LOANS. Neither the Corporation, any company with which it is
affiliated, nor any of their respective subsidiaries may directly or indirectly
lend money to any person for the purpose of assisting such person in acquiring
or carrying shares of Stock issued upon the exercise of an Option.

7.5 CONDITIONS PRECEDENT TO EXERCISE. Notwithstanding any other provision
of the Plan, but subject to the provisions of Section 11, the exercise of an
Option following termination of employment or service shall be subject to the
satisfaction of the conditions precedent that the Optionee has not (a) rendered
services or engaged directly or indirectly in any business which in the opinion
of the Committee competes with or is in conflict with the interests of the
Corporation; PROVIDED, HOWEVER, that the ownership by an Optionee of 5% or less
of any class of securities of a publicly traded company shall not be deemed to
violate this clause or (b) violated any written agreement with the Corporation,
including, without limitation, any confidentiality agreement. An Optionee's
violation of clause (a) or (b) of the preceding sentence shall result in the
immediate forfeiture of any Options held by such Optionee.

7.6 LIMITATIONS ON THE GRANT OF OPTIONS. No one individual may be granted
an Option or Options under the Plan during any fiscal year of the Corporation
for an aggregate number of shares of Stock which exceeds 10% of the total number
of shares reserved for issuance under the Plan. The aggregate Fair Market Value
of the Stock (determined as of the date the Option is granted) with respect to
which Incentive Stock Options granted under the Plan and all other stock option
plans of the Corporation (or any parent or subsidiary of the Corporation) are
exercisable for the first time by any specific individual during any calendar
year shall not exceed $100,000. No Incentive Stock Option may be granted
hereunder to an individual who immediately after such Option is granted is a Ten
Percent Stockholder unless (a) the Option price is at least 110% of the fair
market value of such stock on the date of grant and (b) the Option may not be
exercised more than five (5) years after the date of grant.

8. EMPLOYEE STOCK AWARDS.

8.1 GRANT OF EMPLOYEE STOCK AWARDS. Subject to the terms of the Plan, the
Committee may grant Employee Stock Awards to such employees at such time or
times and in such amounts as it shall determine. Shares of Stock issued pursuant
to Employee Stock Awards may, but need not, be subject to such restrictions as
may be established by the Committee at the time of the grant and reflected in an
Agreement.

8.2 RESTRICTIONS ON EMPLOYEE STOCK AWARDS. Except as provided in the Plan,
any shares of Stock subject to an Employee Stock Award with respect to which
Stock Restrictions have not been satisfied shall be forfeited and all rights of
the employee to such Employee Stock Award shall terminate without any payment of
consideration by the Corporation. Except as set forth in Section 8.5, a
recipient of an Employee Stock Award subject to Stock Restrictions shall forfeit
such award in the event of the termination of his or her employment during the
period the shares are subject to Stock Restrictions.

8.3 STOCKHOLDER RIGHTS. The recipient of an Employee Stock Award shall be
entitled to such rights of a stockholder with respect to the shares of Stock
issued pursuant to such Employee Stock Award as the Committee shall determine,
including the right to vote such shares of Stock, except that cash and stock
dividends with respect to such shares may, at the discretion of the Committee,
be either paid currently or withheld by the Corporation for the Award
Recipient's account, and interest may be accrued on the amount of cash dividends
withheld at a rate and subject to such terms as determined by the Committee.

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The Committee, in its discretion, may cause a legend or legends to be placed
on any certificate representing shares issued pursuant to Employee Stock Awards,
which legend or legends shall make appropriate reference to the Stock
Restrictions imposed thereon. The Committee may also in its discretion require
that certificates representing shares issued pursuant to Employee Stock Awards
remain in the physical custody of the Corporation or an escrow holder until any
or all of the Stock Restrictions imposed under the Plan have lapsed.

8.4 NON-TRANSFERABILITY. Prior to the time Stock Restrictions lapse, none
of the shares of Stock issued pursuant to an Employee Stock Award may be sold,
assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed
of in any way by the Award Recipient.

8.5 LAPSE OF RESTRICTIONS. In the event of the termination of employment of
an Award Recipient, prior to the lapse of Stock Restrictions, by reason of
death, total and permanent disability, retirement, or resignation or discharge
from employment other than discharge for cause, the Committee may, in its
discretion, remove any Stock Restrictions on all or a portion of the Stock
subject to an Employee Stock Award.

8.6 LIMITATIONS ON EMPLOYEE STOCK AWARDS. No employee may receive an
Employee Stock Award representing more than 160,000 shares of Stock during any
fiscal year of the Corporation, and the maximum number of shares of Stock which
may be issued to all employees pursuant to Employee Stock Awards under the Plan
shall be 320,000, subject in each case to adjustment in accordance with
Section 15.

9. PERFORMANCE SHARE AWARDS.

9.1 GRANT OF PERFORMANCE SHARE AWARDS. Subject to the terms of the Plan,
the Committee may grant Performance Share Awards to such employees at such time
or times and in such amounts as it shall determine. Stock issued pursuant to a
Performance Share Award shall be subject to the attainment of performance goals
relating to one or more criteria within the meaning of Section 162(m) of the
Code and the Treasury Regulations issued pursuant thereto, including, without
limitation, stock price, market share, sales, earnings per share, return on
equity, costs, and cash flow, as determined by the Committee from time to time.
Any such objectives and the period in which such objectives are to be met shall
be determined by the Committee at the time of the grant and reflected in an
Agreement; PROVIDED, HOWEVER, that the period in which such objectives are to be
met shall be not less than one year. Each Performance Share Award shall also be
subject to such other restrictions as the Committee may determine.

9.2 DELIVERY OF PERFORMANCE SHARES. Certificates representing Performance
Shares shall be registered in the Award Recipient's name but shall remain in the
physical custody of the Corporation until the Committee has determined that the
performance goals and other Stock Restrictions with respect to such Performance
Shares have been met.

9.3 STOCKHOLDER RIGHTS. The recipient of a Performance Share Award shall be
entitled to such rights of a stockholder with respect to the Performance Shares
as the Committee shall determine, including the right to vote such shares of
Stock, except that cash and stock dividends with respect to the Performance
Shares may, at the discretion of the Committee, be either paid currently or
withheld by the Corporation for the Award Recipient's account, and interest may
be accrued on the amount of cash dividends withheld at a rate and subject to
such terms as determined by the Committee.

9.4 NON-TRANSFERABILITY. Prior to the time shares of Stock issued pursuant
to a Performance Share Award are delivered to an Award Recipient, none of such
shares may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or
otherwise disposed of in any way by the Award Recipient.

9.5 LAPSE OF RESTRICTIONS. In the event of the termination of employment of
an Award Recipient, prior to the lapse of Stock Restrictions, by reason of
death, total and permanent disability, retirement, or resignation or discharge
from employment other than discharge for cause, the Committee may, in its
discretion, remove any Stock Restrictions on all or a portion of a Performance
Share Award, or determine the performance objectives with respect to all or a
portion of a Performance Share Award to have been attained;

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PROVIDED, HOWEVER, that the Committee shall not be entitled to exercise such
discretion to the extent that the ability to exercise such discretion would
cause the Performance Share Award not to qualify as performance based
compensation under Section 162(m) of the Code.

9.6 LIMITATIONS ON PERFORMANCE SHARE AWARDS. No employee may receive
Performance Share Awards representing more than 400,000 shares of Stock during
any fiscal year of the Corporation, and the maximum number of shares of Stock
which may be issued to all employees pursuant to Performance Share Awards under
the Plan shall be 1,600,000, subject in each case to adjustment in accordance
with Section 15.

10. DIRECTOR STOCK AWARDS.

10.1 GRANT OF DIRECTOR STOCK AWARDS. As of the date of each election or
reelection to the Board of Directors, each Non-Employee Director shall
automatically be granted a Director Stock Award with respect to 1,200 shares of
Stock, subject to adjustment in accordance with Section 15. Notwithstanding the
foregoing, each Non-Employee Director first elected to the Board of Directors on
a date other than the date of an annual meeting of stockholders shall be granted
that number of whole shares of Stock equal to the number of shares then subject
to a Director Stock Award (after giving effect to Section 10.8) multiplied by a
fraction, the numerator of which shall be the number of months remaining until
the anticipated date of the next annual meeting of stockholders, and the
denominator of which shall be 12. All Director Stock Awards shall be evidenced
by an agreement containing such terms and conditions consistent with the Plan as
the Committee shall determine.

10.2 VESTING. Each Director Stock Award shall vest in full on the date
immediately preceding the first annual meeting of stockholders next following
the date of grant; PROVIDED, HOWEVER, that, except as provided in the Plan, the
recipient thereof continues to serve as a member of the Board of Directors as of
such date.

10.3 FORFEITURE OF DIRECTOR STOCK AWARDS. Except as provided in the Plan, a
recipient of a Director Stock Award shall forfeit any unvested shares of Stock
subject to the Director Stock Award, and all rights of the Non-Employee Director
to such unvested shares shall terminate without payment of consideration by the
Corporation, upon the termination of his or her service as a member of the Board
of Directors.

10.4 STOCKHOLDER RIGHTS. Except as provided in Sections 10.5 and 10.7, a
recipient of a Director Stock Award shall be entitled to all rights of a
stockholder with respect to the shares of Stock issued pursuant to the Director
Stock Award, including the right to receive dividends and to vote such shares of
Stock; PROVIDED, HOWEVER, that stock dividends paid with respect to such shares
shall be restricted to the same extent as the underlying shares of Stock issued
pursuant to the Director Stock Award.

The Committee shall cause a legend or legends to be placed on any
certificate representing shares issued pursuant to a Director Stock Award, which
legend or legends shall make appropriate reference to the terms of the Director
Stock Award and the Plan. The Committee shall also require that certificates
representing shares issued pursuant to Director Stock Awards remain in the
physical custody of the Corporation or an escrow holder until such shares have
vested in accordance with the terms of the Plan.

10.5 NON-TRANSFERABILITY. Prior to vesting, none of the shares of Stock
issued pursuant to a Director Stock Award may be sold, assigned, bequeathed,
transferred, pledged, hypothecated, or otherwise disposed of in any way by the
recipient thereof.

10.6 TERMINATION OF SERVICE. If a Non-Employee Director to whom a Director
Stock Award has been granted shall cease to serve as a director as a result of
(a) his or her death, (b) retiring from the Board of Directors upon reaching
Normal Retirement Age, (c) becoming totally and permanently disabled, or
(d) resigning with the approval of the Board of Directors, all shares subject to
such Director Stock Award shall be vested in full, notwithstanding the
provisions of Section 10.2, as of the date of termination of service.

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calendar year prior to the calendar year in which such deferral is to be
effective. Notwithstanding the foregoing, any person elected as a Non-Employee
Director for the first time shall be permitted to make his or her first deferral
election no later than twenty (20) days after such election. In no event,
however, shall any deferral be permitted to the extent prohibited by applicable
law. Deferrals shall be subject to the following terms and conditions:

(a) A Non-Employee Director may elect to defer receipt of a Director
Stock Award until (i) a specified date in the future, (ii) cessation of his
or her service as a member of the Board of Directors, or (iii) the end of
the calendar year in which cessation of his or her service as a member of
the Board of Directors occurs.

(b) There shall be established a Deferral Account on the books of the
Corporation for each Non-Employee Director electing to defer a Director
Stock Award pursuant to this Section 10.7. Deferrals shall be credited to
the Non-Employee Director's Deferral Account in Stock Units in the following
manner: on the award date to which the deferral election applies, the amount
deferred shall be converted into a number of Stock Units equal to the number
of shares of Stock awarded that are subject to the deferral election. A
Non-Employee Director shall not have any voting rights with respect to any
Stock Units held in his or her Deferral Account.

(c) Whenever cash dividends are paid with respect to shares of Stock,
each Non-Employee Director's Deferral Account shall be credited on the
payment date of such dividend with additional Stock Units (including
fractional units to the nearest one/one hundredth (1/100)) equal in value to
the amount of the cash dividend paid on a single share of Stock multiplied
by the number of Stock Units (including fractional units) credited to his or
her Deferral Account as of the date of record for dividend purposes. For
purposes of crediting dividends, the value of a Stock Unit shall be the Fair
Market Value of a share of Stock as of the payment date of the dividend.

(d) The number of Stock Units credited to each Non-Employee Director's
Deferral Account shall be appropriately adjusted in the same manner and to
the same extent Director Stock Awards are adjusted and modified pursuant to
Section 15. In the event of a transaction subject to Section 11, the Board
of Directors shall have the authority to amend the Plan to provide for the
conversion of Stock Units credited to Deferral Accounts into units equal to
shares of stock of the resulting or acquiring company (or a related
company), as appropriate, if such stock is publicly traded or, if not, into
cash of equal value on the effective date of such transaction. If pursuant
to the preceding sentence cash is credited to a Non-Employee Director's
Deferral Account, interest shall be credited thereon from the date such cash
is received to the date of distribution quarterly, at the end of each
calendar quarter, at a rate per annum (computed on the basis of a 360-day
year and a 91-day quarter) equal to the prime rate announced publicly by
Citibank, N.A. at the end of such calendar quarter. If units representing
publicly traded stock of the resulting or acquired company (or a related
company) are credited to a Non-Employee Director's Deferral Account,
dividends shall be credited thereto in the same manner as dividends are
credited on Stock Units credited to such Deferral Accounts.

(e) Subject to Section 10.7(g), distributions of a Non-Employee
Director's Deferral Account under the Plan shall be made as follows:

(i) If a Non-Employee Director has elected to defer a Director Stock
Award to a specified date in the future, payment shall be as of such date
and shall be made or shall commence, as the case may be, within thirty
(30) days after the date specified;

(ii) If a Non-Employee Director has elected to defer a Director
Stock Award until cessation of his or her service as a member of the
Board of Directors, payment shall be as of the date of such cessation of
service and shall be made or shall commence, as the case may be, within
thirty (30) days after the cessation of the Non-Employee Director's
service as a director; and

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(iii) If a Non-Employee Director has elected to defer a Director
Stock Award until the end of the calendar year in which the cessation of
his or her service as a member of the Board of Directors occurs, payment
shall be made as of December 31st of such year and shall be made or
commence, as the case may be, on December 31st of such year.

(f) Notwithstanding any elections pursuant to Sections 10.7(a) and/or
(g) hereof, in the event of the death of the Non-Employee Director prior to
the distribution of his or her Deferral Account, the balance credited to
such Deferral Account as of the date of his or her death shall be paid, as
soon as reasonably possible thereafter, in a single distribution to the
Non-Employee Director's beneficiary or beneficiaries designated on such
Non-Employee Director's deferral election form. If no such election or
designation has been made, such amounts shall be payable to the Non-Employee
Director's estate.

(g) A Non-Employee Director may elect to have his or her Deferral
Account under the Plan paid in a single distribution or equal annual
installments, not to exceed ten (10) annual installments. To the extent a
Deferral Account is deemed invested in Stock Units, such Stock Units shall
be converted to Stock on the distribution date as provided in
Section 10.7(h). To the extent deemed invested in units of any other stock,
such units shall similarly be converted and distributed in the form of
stock. To the extent invested in a medium other than Stock Units or other
units, each such distribution hereunder shall be in the medium credited to
the Deferral Account.

(h) To the extent a Deferral Account is deemed invested in Stock Units,
a single distribution shall consist of the number of whole shares of Stock
equal to the number of Stock Units credited to the Non-Employee Director's
Deferral Account on the date as of which the distribution occurs. Cash shall
be paid to a Non-Employee Director in lieu of a fractional share, determined
by reference to the Fair Market Value of a share of Stock on the date as of
which the distribution occurs. In the event a Non-Employee Director has
elected to receive annual installment payments, each such payment shall be
determined as follows:

(i) To the extent his or her Deferral Account is deemed to be
invested in Stock Units, each such payment shall consist of the number of
whole shares of Stock equal to the number of Stock Units (including
fractional units) credited to the Deferral Account on the date as of
which the distribution occurs, divided by the number of annual
installments remaining as of such distribution date. Cash shall be paid
to Non-Employee Directors in lieu of fractional shares, determined by
reference to the Fair Market Value of a share of Stock on the date as of
which the distribution occurs.

(ii) To the extent his or her Deferral Account has been credited in
cash, each such payment shall be calculated by dividing the value on the
date the distribution occurs of that portion of the Non-Employee
Director's Deferral Account which is in cash by the number of annual
installments remaining as of such distribution date.

10.8 LIMITATIONS ON DIRECTOR STOCK AWARDS. The Aggregate Value (as such
term is defined below) of all Director Stock Awards granted to a Non-Employee
Director under the Plan in any fiscal year, together with all Director Stock
Awards granted to such Non-Employee Director under the Applera
Corporation/Celera Genomics Group 1999 Stock Incentive Plan during such year,
may not exceed the Director Budgeted Amount (as such term is defined below) for
such year. In the event that the Aggregate Value of such awards exceeds the
Director Budgeted Amount, the Committee shall allocate to each Non-Employee
Director shares of Stock and shares of Applera Corporation--Celera Genomics
Group Common Stock ("Celera Genomics Stock"), in the ratio, as near as may be
practicable, of the number of shares of Stock then outstanding to the number of
shares of Celera Genomics Stock then outstanding, as determined by the
Committee. For purposes of the Plan, "Aggregate Value" shall be calculated as
the Fair Market Value of a share of Stock or Celera Genomics Stock, as the case
may be, on the date of grant multiplied by the number

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of shares of Stock or Celera Genomics Stock, as the case may be, subject to the
Director Stock Award, and the "Director Budgeted Amount" shall be $135,000 for
the fiscal year ending June 30, 2001 and shall increase by 10% for each fiscal
year thereafter.

11. ACCELERATION UPON A CHANGE OF CONTROL.

Notwithstanding any other provision of the Plan or any Option or Award
granted hereunder, (a) any Option granted hereunder and then outstanding shall
become immediately exercisable in full, (b) all Stock Restrictions shall
immediately terminate, and (c) all performance objectives applicable to any
Performance Share Award shall be deemed attained (i) in the event that a tender
offer or exchange offer (other than an offer by the Corporation) for common
stock of the Company representing more than 25% of the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors ("Voting Securities") 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; and, PROVIDED FURTHER, that the Committee may by further action
taken prior to the end of such extended period declare (a) all Options granted
hereunder and then outstanding to be immediately exercisable in full, (b) all
Stock Restrictions to be immediately terminated, and (c) all performance
objectives applicable to any Performance Share Award to be deemed attained; or
(ii) in the event of a Change in Control (as hereinafter defined).

For purposes of this Section 11, 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 combined
voting power of the then outstanding Voting Securities, (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
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
Corporation in which such person is named as a nominee for director without
objection to such nomination, other than in response to an actual or threatened
Change in Control or proxy contest) 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 stockholders 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 exercisability of Options, termination of
Stock Restrictions, and attainment of performance objectives as described above.

12. SHARE WITHHOLDING.

With respect to any Option or Award, the Committee may, in its discretion
and subject to such rules as the Committee may adopt, permit or require any
Optionee or Award Recipient to satisfy, in whole or in part, any withholding tax
obligation which may arise in connection with an Option or Award by electing to
have the Corporation withhold Stock having a Fair Market Value (as of the date
the amount of withholding tax is determined) equal to the amount of withholding
tax.

13. NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE.

Nothing contained in the Plan or in any Option or Award granted or Agreement
entered into pursuant to the Plan shall confer upon any employee the right to
continue in the employ of the Corporation, any consultant the right to continue
to perform services for the Corporation, or any Non-Employee Director the

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right to continue as a member of the Board of Directors or interfere with the
right of the Corporation to terminate such employee's employment, such
consultant's service, or Non-Employee Director's service at any time.

14. TIME OF GRANTING OPTIONS AND EMPLOYEE AWARDS.

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

15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding any other provision of the Plan, in the event of changes in
the outstanding 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 and class of shares
available under the Plan, the number of shares subject to Director Stock Awards,
the maximum number of shares that may be subject to Options and Awards, and the
terms of any outstanding Options or Awards (including, without limitation, the
number of shares subject to an outstanding Option or Award and the price at
which shares of Stock may be issued pursuant to an outstanding Option) and of
any Stock Units shall be adjusted in such manner as the Committee in its
discretion deems appropriate.

16. TERMINATION AND AMENDMENT OF THE PLAN.

Unless the Plan shall have been terminated as hereinafter provided, no
Option or Award shall be granted hereunder after March 31, 2004. The Board of
Directors may at any time prior to that date terminate the Plan or make such
modification or amendment to the Plan as it shall deem advisable; PROVIDED,
HOWEVER, that, except as provided in Section 15, no amendment may be made
without the approval by the holders of Stock (to the extent such approval would
be required for an exemption under Section 16(b) of the Act which the Company
wishes to have) if such amendment would (a) increase the aggregate number of
shares of Stock which may be issued under the Plan, (b) materially modify the
requirements as to eligibility for participation in the Plan, or (c) materially
increase the benefits accruing to participants under the Plan. No termination,
modification, or amendment of the Plan may, without the consent of an Optionee
or Award Recipient, adversely affect in any material manner the rights of such
Optionee or Award Recipient under any Option or Award.

17. AMENDMENT OF OPTIONS AND AWARDS AT THE DISCRETION OF THE COMMITTEE.

The terms of any outstanding Option or Award may be amended from time to
time by the Committee in its discretion in any manner that it deems appropriate,
including, without limitation, acceleration of the date of exercise of any
Option or Award, termination of Stock Restrictions as to any Award, or the
conversion of an Incentive Stock Option into a Non-Qualified Stock Option;
PROVIDED, HOWEVER, that no such amendment shall adversely affect in any material
manner any right of any Optionee or Award Recipient under the Plan without his
or her consent; and, PROVIDED FURTHER, that the Committee shall not (a) amend
any previously-issued Performance Share Award to the extent that such amendment
would cause such Performance Share Award not to qualify as performance based
compensation under Section 162(m) of the Code or (b) amend any previously-issued
Option to reduce the purchase price thereof whether by modification of the
Option or by cancellation of the Option in consideration of the immediate
issuance of a replacement Option bearing a reduced purchase price.

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18. GOVERNMENT REGULATIONS.

The Plan and the grant and exercise of Options and Awards hereunder, and the
obligation of the Corporation to issue, sell, and deliver shares, as applicable,
under such Options and Awards, shall be subject to all applicable laws, rules,
and regulations.

Notwithstanding any other provision of the Plan, transactions under the Plan
are intended to comply with the applicable exemptions under Rule 16b-3 under the
Act as to persons subject to the reporting requirements of Section 16(a) of the
Act with respect to shares of Stock, and Options and Awards under the Plan shall
be fashioned and administered in a manner consistent with the conditions
applicable under Rule 16b-3.

19. OPTIONS AND AWARDS IN FOREIGN COUNTRIES.

The Committee shall have the authority and discretion to adopt such
modifications, procedures, and subplans as it shall deem necessary or desirable
to comply with the provisions of the laws of foreign countries in which the
Corporation may operate in order to assure the viability of the benefits of the
Options and Awards made to individuals employed in such countries and to meet
the objectives of the Plan.

20. GOVERNING LAW.

The Plan shall be construed, regulated, and administered under the internal
laws of the State of Delaware.

21. STOCKHOLDER APPROVAL.

The Plan shall become effective upon the date of adoption by the Board of
Directors, subject to approval by the stockholders of the Corporation in
accordance with applicable law. Unless so approved within one (1) year after the
date of the adoption of the Plan by the Board of Directors, the Plan shall not
be effective for any purpose. Prior to approval by the Corporation's
stockholders, the Committee may grant Options and Awards under the terms of the
Plan, but if stockholder approval is not obtained in the specified period, such
Options and Awards shall be of no effect.

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APPENDIX B TO SCHEDULE 14A
FILED UNDER SCHEDULE 14A, ITEM 10

APPLERA CORPORATION/CELERA GENOMICS GROUP
1999 STOCK INCENTIVE PLAN
(AS PROPOSED TO BE AMENDED)

1. PURPOSE OF THE PLAN.

The purpose of Applera Corporation/Celera Genomics Group 1999 Stock
Incentive Plan (the "Plan") is to increase stockholder value and to advance the
interests of Applera Corporation and its subsidiaries (collectively, the
"Corporation") by providing financial incentives designed to attract, retain,
and motivate employees, officers, consultants, and directors of the Corporation.
The Plan continues the established policy of the Corporation of encouraging
ownership of its Stock by key personnel and of providing incentives for such
individuals to put forth maximum efforts for the success of the Corporation.