DEFERRED COMPENSATION PLAN

1.1

Purpose . The purpose of the Plan is to provide non-employee directors and a select group of management and highly compensated employees who have contributed to, and are expected to continue to contribute to, the growth, development and business success of PerkinElmer, Inc. with an opportunity to defer receipt of their compensation in order to build savings.

1.2

Status of Plan . The Plan is intended to be a plan that is not qualified within the meaning of Code section 401(a) and that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan is also intended to provide for deferred compensation that is subject to and compliant with the requirements of section 409A of the Code. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

1.3

Effective Date . The Plan is generally effective January 1, 2008, except that the provisions implementing the requirements of section 409A of the Code are effective January 1, 2005. This Plan replaces the Prior Plan, which remains in existence solely to hold amounts grandfathered from the application of section 409A of the Code to the extent that such amounts were earned and vested as of December 31, 2004 and not materially modified subsequent to January 1, 2005.

2.1

"Account" shall mean an account established for recordkeeping purposes with respect to each Participant the balance of which shall be adjusted in accordance with Article 5.

2.2

"Administrator" shall mean the Committee or its delegate, which may be an officer of the Company.

2.3

"Base Salary" shall mean an Eligible Employee’s stated base salary.

2.4

"Beneficiary" shall mean a validly designated beneficiary of a Participant.

2.5

"Board" shall mean the board of directors of the Company.

2.6

"Change in Control" shall mean an event or occurrence set forth in any one or more of clauses (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one or such clauses but is specifically exempted from another such clause) provided that such event is also described in Code section 409A(a)(2)(A)(v) and the regulations thereunder:

(a)

the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership of any capital stock of PerkinElmer if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (A) the then-outstanding shares of common stock of PerkinElmer (the "Outstanding PerkinElmer Common Stock") or (B) the combined voting power of the then-outstanding securities of PerkinElmer entitled to vote generally in the election of directors (the "Outstanding PerkinElmer Voting Securities"); provided, however, that for purposes of this paragraph (a), none of the following acquisitions of Outstanding PerkinElmer Common Stock or Outstanding PerkinElmer Voting Securities shall constitute a Change in Control Event: (I) any acquisition directly from PerkinElmer (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of PerkinElmer, unless the Person exercising, converting or exchanging such security acquired such security directly from PerkinElmer or an underwriter or agent of PerkinElmer), (II) any acquisition by PerkinElmer, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by PerkinElmer or any corporation controlled by PerkinElmer, or (IV) any acquisition by any corporation pursuant to a transaction which complies with subclauses (A) and (B) of clause (c) of this definition; or

(b)

such time as directors who are Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of a successor corporation to PerkinElmer), where the term "Continuing Director" means at any date a member of the Board (A) who was a member of the Board on [at the time

this Plan was adopted by the Committee] or (B) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (B) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(c)

the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving PerkinElmer or a sale or other disposition of all or substantially all of the assets of PerkinElmer (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding PerkinElmer Common Stock and Outstanding PerkinElmer Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors, respectively, of the surviving, resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns PerkinElmer or substantially all of PerkinElmer’s assets either directly or through one or more other entities) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding PerkinElmer Stock and Outstanding PerkinElmer Voting Securities, respectively; and (B) no Person beneficially owns, directly or indirectly, 20% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination).

2.7

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. References to a Code section shall incorporate any final Treasury regulations issued thereunder.

2.8

"Committee" shall mean the Compensation and Benefits Committee of the Board.

2.9

"Company" shall mean PerkinElmer, Inc.

2.10

"Company Stock Fund" shall mean a Measurement Fund that is intended to invest primarily in the voting common stock of the Company.

2.11

"Designated Executive" shall mean, with respect to a Plan Year, an Eligible Executive with a Base Salary in excess of the compensation limit in effect under Code section 401(a)(17) (as from time to time adjusted) who is designated by the Administrator to receive 401(k) Excess Contributions. An Eligible Executive may be a Designated Executive for one Plan Year and not be a Designated Executive for subsequent Plan Years.

2.12

"Elective Deferrals" shall mean, collectively, any amount of Eligible Compensation that has been voluntarily deferred by a Participant.

2.13

"Eligible Compensation" shall mean (a) with respect to any Eligible Director, such Eligible Director’s cash retainer, annual stock grant, and such other director compensation as designated by the Board, and (b) with respect to any Eligible Executive, (i) up to fifty percent of Base Salary, (ii) up to one hundred percent of incentive bonus, (iii) up to one hundred percent of performance units, (iv) with respect to awards made prior to April 1, 2008, up to one hundred percent of restricted stock, and (v) such other compensation from time to time as determined by the Committee. It is intended that the composition of Eligible Compensation may vary by Eligible Executive and that, for any Eligible Executive, may vary over time. The Committee will determine the composition of Eligible Compensation, and any deferral limitations, in advance of the year in which the services giving rise to the compensation are performed, or at a later time but only if consistent with section 409A of the Code.

2.14

"Eligible Director" shall mean a non-employee director of the Company.

2.15

"Eligible Executive" shall mean an individual who satisfies both (a) and (b) below:

(a)

The individual is (i) an employee of a Participating Employer holding the position of Vice President or higher or (ii) an employee of a Participating Employer receiving a Base Salary (prior to any deferral under this Plan) in excess of $100,000 who reports directly to an officer of the Company, and

(b)

The individual is designated by the Administrator as eligible to participate in this Plan.

2.16

"Employer Contribution" shall mean an amount contributed by a Participating Employer to the Account of a Participant.

2.17

"ERISA" shall mean Title I of the Employee Retirement Income Security Act of 1974, as amended. References to a section of ERISA shall incorporate any final Department of Labor regulations issued thereunder.

2.18

"401(k) Excess Contribution" shall mean an Employer Contribution to the Account of each Designated Executive in an amount equal to 5% of the excess of such Designated Executive’s (a) Base Salary over (b) the compensation limit in effect under Code section 401(a)(17) (as from time to time adjusted).

2.19

"Measurement Fund" shall mean those investment funds made available by the Administrator in which a Participant’s Accounts will be treated as having been invested for purposes of this Plan.

2.20

"Normal Retirement Age" shall mean: (a) for all Participants who are employees, the attainment of age 55 (or older) while an employee of the Company or a Participating Employer with a minimum of 10 years of employment with the Company or Participating Employer and (b) for Eligible Directors, attainment of age 70 or of such other retirement age for Directors set forth in the By-Laws of the Company.

2.21

"Participant" shall mean an Eligible Director or Eligible Executive who meets the requirements for participation under Article 3.

2.22

"Participating Employers" shall mean the Company, and any affiliated employer designated as a "participating employer" by the Committee.

2.23

"Plan" shall mean this PerkinElmer, Inc. 2008 Deferred Compensation Plan, as amended from time to time.

2.24

"Plan Year" shall mean the calendar year.

2.25

"Prior Plan" shall mean the PerkinElmer, Inc. 1998 Deferred Compensation Plan.

2.26

"Specified Employee" shall mean an employee of the Company or other Participating Employer who, as of the date of the employee’s Termination of Employment, is a key employee of the Company, meeting the requirements of Code section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5)) at any time during the 12-month period ending on December 31. If an employee is a key employee as of a December 31, the employee is treated as a key employee hereunder for the twelve-month period commencing the subsequent April 1. In accordance with Code section 416(i)(1)(A), no more than 50 people shall be treated as "officers" within the meaning of Code section 416(i)(1)(A)(i).

2.27

"Tax Reimbursement Distribution" shall mean a distribution from a Participant’s Account, made in accordance with Treas. Reg. § 1.409A-3(i)(1)(v) to reimburse the Participant in an amount equal to all or a designated portion of the Federal, state, local, or foreign taxes imposed upon the Participant as a result of compensation paid or made available to the Participant under the Plan, including the amount of additional taxes imposed upon the Participant due to the distribution by the Company to reimburse such taxes, and such other expenses as permitted under Code section 409A. In no event will a Tax Reimbursement Distribution exceed the balance in the Participant’s Account.

2.28

"Termination of Employment" shall mean, with respect to a Participant who is an Eligible Executive, the earliest to occur of the following: (a) the date on which the level of bona fide services the Participant is expected to perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the

full period of services to the Company if the Participant has been providing services to the Company less than 36 months); (b) the date immediately following a 6 month leave of absence, other than for a disability, unless the Participant retains a right to reemployment under an applicable statute or by contract; or (c) the date immediately following a 29 month leave of absence for a disability, unless otherwise terminated by the Company or the Participant, regardless of whether the employee retains a contractual right to reemployment. "Termination of Employment" as defined herein is intended to be interpreted consistently with "separation from service" within the meaning of Treas. Reg. §1.409A-1(h).

2.29

"Transition Election" shall mean an election pursuant to IRS Notice 2005-1, IRS regulations under section 409A of the Code, and IRS Announcement 2006-79, on or before December 31, 2007, in accordance with procedures made available by the Administrator, whereby Participants who were at that time employed by (or rendering service as a director of) the Company were given the opportunity to amend elections as to the time and form of payment of a Participant’s Account (and the Participant’s account under the Prior Plan); provided no such election shall alter a payment to be made in the year the election is made and no such election shall accelerate a future payment into the year the election is made. Upon the offering of a Transition Election, amounts held as "grandfathered" in the Prior Plan shall become subject to the terms of this Plan.

2.30

"Trust" shall mean one or more trusts pursuant to one or more trust agreements between the Company and the trustee named therein, as amended from time to time.

2.31

"Unforeseeable Emergency" shall mean a severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant or any of the Participant’s spouse, dependent (as defined in section 152(a) of the Code) or Beneficiary; (b) loss of the Participant’s property due to casualty; or (c) any other similar extraordinary and unforeseen circumstance arising as a result of events beyond the control of the Participant, and approved by the Committee in its sole control.

3.1

Participation .

(a)

Elective Deferrals . Except as provided in (b) below, in order to become a Participant in the Plan, each Eligible Executive or Eligible Director shall complete, and the Administrator shall accept, an election to make Elective Deferrals under the Plan. Such elections shall comply with the requirements of Article 4 below.

(b)

Employer Contributions . Notwithstanding the foregoing, each Eligible Executive shall automatically become a Participant effective upon the earlier of (i) designation by the Administrator as a Designated Executive or (ii) the time an Employer Contribution is credited to his Account.

3.2

Termination of Participation . An individual who has become a Participant will remain a Participant until his or her entire Account has been distributed.

4.1

In General . The election to defer the receipt of Eligible Compensation shall be made in the form prescribed by the Administrator and shall apply separately to each type of Eligible Compensation to be deferred. The Administrator may in its sole discretion establish a minimum deferral amount at any time or from time to time, may increase the maximum amount which may be deferred and may establish different minimum and maximum deferral amounts for different Participants. If no election is made, the amount deferred shall be zero.

4.2

Timing of Election .

(a)

Generally . A new election regarding Elective Deferrals will be required for each Plan Year. An election form must be delivered, in accordance with procedures established by the Administrator, before the end of the Plan Year preceding the Plan Year for which the election is to be effective, except as provided in paragraphs (b) through (e), below. No election shall be required with respect to Employer Contributions.

(b)

Initial Year of Eligibility . To the extent provided by the Administrator, elections for the Plan Year in which an individual first becomes an Eligible Executive or Eligible Director may be made within 30 days after such individual becomes an Eligible Executive or is elected as an Eligible Director. If an individual first becomes a Participant after the first day of a Plan Year, the election to defer shall only apply to that portion of the Eligible Compensation which has not yet been earned by the Participant as of the date the election is accepted by the Administrator.

(c)

Certain Forfeitable Rights . With respect to Eligible Compensation that is subject to a condition that the Eligible Executive provide at least 12 months of vesting service from the date the Eligible Executive obtains a "legally binding right" to such compensation (i.e. the grant date of a restricted stock or performance unit award, to the extent such compensation is determined to be Eligible Compensation), an election to defer such compensation may, if permitted by the Administrator, be made on or before the 30 ^th day following such date, provided the election is made at least 12 months in advance of the vesting date.

(d)

Performance-Based Compensation . If the Committee determines that Eligible Compensation qualifies as "performance-based compensation" within the meaning of section 409A of the Code, the Eligible Employee’s election to defer compensation with respect to such Eligible Compensation may be made at such time as is permitted by Treas. Reg. §1.409A-2(a)(8), provided such Eligible Executive is continuously employed through such date.

(e)

Timing of Elections for 2005 . Pursuant to IRS Notice 2005-1, on or before March 15, 2005, Participants may make an election to defer compensation for service performed on or before December 31, 2005 but which had not yet been paid or became payable at the time of the election.

(f)

Effectiveness . An election shall be effective only upon its acceptance by the Company through transmission to the Vice President-Compensation, Benefits and HRIM or his or her designee.

4.3

Irrevocability . An election shall be irrevocable once accepted as final by the Administrator, and may not be revoked changed or altered, except as provided in this Section 4.3. Notwithstanding the foregoing, annual elections made under Section 4.2(a) shall be revocable as defined by the Administrator but no later