PERKINELMER, INC.
 
                              2001 INCENTIVE PLAN
 
1.  PURPOSE
 
     The purpose of this 2001 Incentive Plan (the "Plan") of PerkinElmer, Inc.,
a Massachusetts corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without
limitation, a joint venture or limited liability company) in which the Company
has a significant interest, as determined by the Board of Directors of the
Company (the "Board").
 
2.  ELIGIBILITY
 
     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, performance units,
other stock-based awards or cash performance awards (each, an "Award") under the
Plan. Each person who has been granted an Award under the Plan shall be deemed a
"Participant".
 
3.  ADMINISTRATION, DELEGATION
 
     (a) Administration by Board of Directors.  The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.
 
     (b) Delegation to Executive Officers.  To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix (i) the maximum
number of shares subject to Awards and (ii) the maximum number of shares for any
one Participant to be made by such executive officers.
 
     (c) Appointment of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). The Board shall
appoint one such Committee of not less than two members, each member of which
shall be an "outside director" within the meaning of Section 162(m) of the Code
and a "non-employee director" as defined in Rule 16b-3 promulgated under the
Exchange Act. All references in the Plan to the "Board" shall mean the Board or
a Committee of the Board or the executive officer referred to in Section 3(b) to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer.
 
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4.  STOCK AVAILABLE FOR AWARDS
 
     (a) Number of Shares.  Subject to adjustment under Section 9, Awards may be
made under the Plan for up to the Total Authorized Shares (as defined below).
For purposes of the Plan, "Total Authorized Shares" shall mean a number of
shares of the common stock, $1.00 par value per share, of the Company ("Common
Stock") as is equal to the sum of:
 
          (i) 4,400,000;
 
          (ii) the number of shares of Common Stock covered by, but not
     ultimately issued pursuant to, any Award under this Plan that (A) expires
     or is terminated, surrendered or canceled without having been fully
     exercised or (B) is forfeited in whole or in part (including as a result of
     shares of Common Stock subject to such Award being repurchased by the
     Company at the original issuance price pursuant to a contractual repurchase
     right), subject, however, in the case of Awards of Incentive Stock Options
     (as hereinafter defined), to any limitation required under the Code;
 
          (iii) the number of shares of Common Stock that were available for
     issuance under the Company's 1999 Incentive Plan (the "Prior Plan") to the
     extent not issued or subject to an Award under the Prior Plan on the date
     of approval of the Plan by the stockholders of the Company (the "Approval
     Date"); and
 
          (iv) the number of shares of Common Stock that become available under
     the Prior Plan after the Approval Date because an Award made under the
     Prior Plan (A) expires or is terminated, surrendered or canceled after the
     Approval Date without having been fully exercised or (B) is forfeited in
     whole or in part (including as a result of shares of Common Stock subject
     to such Award being repurchased by the Company at the original issuance
     price pursuant to a contractual repurchase right) after the Approval Date,
     subject, however, in the case of Awards of Incentive Stock Options (as
     hereinafter defined), to any limitation required under the Code.
 
     Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares.
 
     (b) Per-Participant Limit.  Subject to adjustment under Section 9, the
maximum number of shares of Common Stock with respect to which an Award may be
granted to any Participant under the Plan shall be 1,000,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.
 
     (c) Other Limits.  Subject to adjustment under Section 9, the maximum
number of shares of Common Stock that may be issued under the Plan pursuant to
all Awards that are not Options, including without limitation Restricted Stock
Awards, shall be 400,000. The principles of the second sentence of Section 4(a)
shall apply to this Section 4(c).
 
5.  STOCK OPTIONS
 
     (a) General.  The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".
 
     (b) Incentive Stock Options.  An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
 
     (c) Exercise Price.  The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall not be less than
 
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<PAGE>   37
 
100% of the fair market value of the Common Stock, as determined by the Board,
at the time the Option is granted, or par value, if greater.
 
     (d) Duration of Options.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.
 
     (e) Exercise of Option.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.
 
     (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
 
          (1) in cash or by check, payable to the order of the Company;
 
          (2) except as the Board may, in its sole discretion, otherwise provide
     in an option agreement, by (i) delivery of an irrevocable and unconditional
     undertaking by a creditworthy broker to deliver promptly to the Company
     sufficient funds to pay the exercise price and any required tax withholding
     or (ii) delivery by the Participant to the Company of a copy of irrevocable
     and unconditional instructions to a creditworthy broker to deliver promptly
     to the Company cash or a check sufficient to pay the exercise price and any
     required tax withholding;
 
          (3) when the Common Stock is registered under the Securities Exchange
     Act of 1934, by delivery of vested shares of Common Stock owned by the
     Participant valued at their fair market value as determined by (or in a
     manner approved by) the Board in good faith ("Fair Market Value"), provided
     (i) such method of payment is then permitted under applicable law and (ii)
     such Common Stock, if acquired directly from the Company, was owned by the
     Participant at least six months prior to such delivery;
 
          (4) to the extent permitted by the Board, in its sole discretion by
     (i) delivery of a promissory note of the Participant to the Company on
     terms determined by the Board, or (ii) payment of such other lawful
     consideration as the Board may determine; or
 
          (5) by any combination of the above permitted forms of payment.
 
     (g) Substitute Options.  In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.
 
6.  RESTRICTED STOCK
 
     (a) Grants.  The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").
 
     (b) Terms and Conditions.  The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the
 
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<PAGE>   38
 
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.
 
7.  OTHER STOCK-BASED AWARDS
 
     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities or other
awards convertible into Common Stock and the grant of stock appreciation rights.
 
8.  PERFORMANCE AWARDS
 
     (a) Administration.  This Section 8 shall be administered by a Committee
appointed by the Board. Unless otherwise determined by the Board, the Committee
shall be the Compensation Committee.
 
     (b) Grants.  The Committee may grant Performance Awards entitling
recipients to receive shares of Common Stock, cash, or any combination thereof,
based on Company performance over a specified period. The Committee may grant
any number of Performance Awards to any particular participant and a Performance
Award may have a performance period that overlaps the performance period of
another Performance Award.
 
     (c) Terms and Conditions.  Each Performance Award shall establish the
performance period, not shorter than one year, over which the performance goals
of the Company must be achieved; the performance goals which must be achieved;
and the amount of the award which will be earned or forfeited based on the
extent to which the performance goals are achieved for the performance period.
The Committee may establish objective formulas for determining the size of the
Performance Award based on the level of achievement of the performance goals
over the performance period.
 
     (d) Performance Goals.  The performance goals which the Committee may
establish with respect to any Performance Award may include any one or more of
(a) earnings per share, (b) return on average equity or average assets with
respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e)
revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales,
assets, equity or investment, (j) regulatory compliance, (k) improvement of
financial ratings, (l) achievement of balance sheet or income statement
objectives, (m) economic value added(R), (n) total shareholder return, (o) net
operating profit after tax, (p) pre-tax or after-tax income, (q) cash flow, or
(r) such other objective goals established by the Board, and may be absolute in
their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. Such performance goals may be
adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or
losses on the dispositions of discontinued operations, (iii) the cumulative
effects of changes in accounting principles, (iv) the writedown of any asset,
and (v) charges for restructuring and rationalization programs. Such performance
goals may be particular to a Participant or the department, branch, line of
business, subsidiary or other unit in which the Participant works and may cover
such period (not shorter than one year) as may be specified by the Board.
 
     (e) Limits.  The maximum payment which may be made pursuant to Performance
Awards granted to any Participant in any year shall not exceed $3,000,000,
valuing Common Stock distributed in the satisfaction of a Performance Award at
its fair market value on the date of payment.
 
     (f) Payment.  At the end of the performance period with respect to which a
Performance Award is granted, the Committee shall determine the amount, if any
to be paid to the Participant based on the level of the performance goals
established by the Committee for purposes of the Performance Award and shall
authorize the Company to pay the Participant the amount so determined. The
Committee may at any time, in its sole discretion, cancel a Performance Award or
reduce or eliminate the amount payable with respect to a Performance Award
without the consent of the Participant.
 
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9.  ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS
 
     (a) Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b) and the limits set
forth in Section 4(c), (iv) the number and class of securities and exercise
price per share subject to each outstanding Option, (v) the repurchase price per
share subject to each outstanding Restricted Stock Award, and (vi) the terms of
each other outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. In particular, the number of shares of Common Stock available
under the Plan pursuant to Section 4(a), the per-Participant limit set forth in
Section 4(b) and the limit set forth in Section 4(c) shall all be doubled if the
two-for-one stock split to be effected as a stock dividend recommended to the
Company's stockholders is approved at the 2001 Annual Meeting of Stockholders.
If this Section 9(a) applies and Section 9(c) also applies to any event, Section
9(c) shall be applicable to such event, and this Section 9(a) shall not be
applicable.
 
     (b) Liquidation or Dissolution.  In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.
 
     (c) Acquisition Events
 
     (1) Definition.  An "Acquisition Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a statutory share exchange
transaction.
 
     (2) Consequences of an Acquisition Event on Options.  Upon the occurrence
of an Acquisition Event, or the execution by the Company of any agreement with
respect to an Acquisition Event, the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof). For purposes
hereof, an Option shall be considered to be assumed if, following consummation
of the Acquisition Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately prior to the
consummation of the Acquisition Event, the consideration (whether cash,
securities or other property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held immediately prior to
the consummation of the Acquisition Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Acquisition Event.
 
     Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Acquisition Event and will terminate immediately
prior to the consummation of such Acquisition Event, except to the extent
exercised by the Participants before the consummation of such Acquisition Event;
provided, however, that in the event of an Acquisition Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered
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<PAGE>   40
 
pursuant to such Acquisition Event (the "Acquisition Price"), then the Board may
instead provide that all outstanding Options shall terminate upon consummation
of such Acquisition Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options.
 
     (3) Consequences of an Acquisition Event on Restricted Stock Awards.  Upon
the occurrence of an Acquisition Event, the repurchase and other rights of the
Company under each outstanding Restricted Stock Award shall inure to the benefit
of the Company's successor and shall apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant to
such Acquisition Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award.
 
     (4) Consequences of an Acquisition Event on Other Awards.  The Board shall
specify the effect of an Acquisition Event on any other Award granted under the
Plan at the time of the grant of such Award.
 
10.  GENERAL PROVISIONS APPLICABLE TO AWARDS
 
     (a) Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.
 
     (b) Documentation.  Each Award shall be evidenced by a written instrument
in such form as the Board shall determine; such written instrument may be in the
form of an agreement signed by the Company and the Participant or a written or
electronic confirming memorandum from the Company to the Participant. Each Award
may contain terms and conditions in addition to those set forth in the Plan.
 
     (c) Board Discretion.  Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.
 
     (d) Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
 
     (e) Withholding.  Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, Participants may, to the extent then permitted under
applicable law, satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including vested shares retained from the Award creating
the tax obligation, valued at their Fair Market Value; provided, however, that
the total tax withholding where stock is being used to satisfy such tax
obligations cannot exceed the Company's minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income). The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
Participant.
 
     (f) Conditions on Delivery of Stock.  The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
 
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     (g) Acceleration.  The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.
 
     (h) Deferral.  An optionee who is entitled, by authority of the Board of
Directors, to defer his or her compensation pursuant to any deferred
compensation plan maintained by the Company may elect, in accordance with rules
established by the Board, to defer receipt of any shares of Common Stock
issuable upon the exercise of an option, provided that such election is
irrevocable and made at least that number of days prior to the exercise of the
option which shall be determined by the Board. The optionee's account under such
deferred compensation plan shall be credited with a number of stock units equal
to the number of shares so deferred.
 
11.  MISCELLANEOUS
 
     (a) No Right To Employment or Other Status.  No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
 
     (b) No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.
 
     (c) Effective Date and Term of Plan.  The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant designated by the Board as subject to Section 162(m) of the Code by
the Board shall become exercisable, vested or realizable, as applicable to such
Award, unless and until the Plan has been approved by the Company's stockholders
to the extent stockholder approval is required by Section 162(m) in the manner
required under Section 162(m) (including the vote required under Section
162(m)). No Awards shall be granted under the Plan after the completion of ten
years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company's stockholders, but
Awards previously granted may extend beyond that date.
 
     (d) Amendment of Plan.  The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that to the extent required by
Section 162(m) of the Code, no Award granted to a Participant designated as
subject to Section 162(m) by the Board after the date of such amendment shall
become exercisable, realizable or vested, as applicable to such Award (to the
extent that such amendment to the Plan was required to grant such Award to a
particular Participant), unless and until such amendment shall have been
approved by the Company's stockholders as required by Section 162(m) (including
the vote required under Section 162(m)).
 
     (e) Provisions for Foreign Employees.  The Board may, without amending the
Plan, modify options granted to employees who are foreign naturals or who are
employed outside the United States to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax,
securities, currency, employee benefits or other matters.
 
     (f) Governing Law.  The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, without regard to any applicable conflicts of
law.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EG&G, INC.
 
                              1999 INCENTIVE PLAN
 
1.  Purpose
 
     The purpose of this 1999 Incentive Plan (the "Plan") of EG&G, Inc., a
Massachusetts corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without
limitation, a joint venture or limited liability company) in which the Company
has a significant interest, as determined by the Board of Directors of the
Company (the "Board").
 
2.  Eligibility
 
     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, performance units,
other stock-based awards or cash performance awards (each, an "Award") under the
Plan. Each person who has been granted an Award under the Plan shall be deemed a
"Participant".
 
3.  Administration, Delegation
 
     (a) Administration by Board of Directors.  The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.
 
     (b) Delegation to Executive Officers.  To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix (i) the maximum
number of shares subject to Awards and (ii) the maximum number of shares for any
one Participant to be made by such executive officers.
 
     (c) Appointment of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). The Board shall
appoint one such Committee of not less than two members, each member of which
shall be an "outside director" within the meaning of Section 162(m) of the Code
and a "non-employee director" as defined in Rule 16b-3 promulgated under the
Exchange Act. All references in the Plan to the "Board" shall mean the Board or
a Committee of the Board or the executive officer referred to in Section 3(b) to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer.
 
4.  Stock Available for Awards
 
     (a) Number of Shares.  Subject to adjustment under Section 9, Awards may be
made under the Plan for up to 3,500,000 shares of common stock, $1.00 par value,
of the Company (the "Common Stock"). If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), to any limitation required under the Code. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.
 
     (b) Per-Participant Limit.  Subject to adjustment under Section 9, the
maximum number of shares of Common Stock with respect to which an Award may be
granted to any Participant under the Plan shall be 500,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.
 
     (c) Other Limits.  Subject to adjustment under Section 8, the maximum
number of shares of Common Stock that may be issued under the Plan pursuant to
all Awards that are not Options, including without limitation Restricted Stock
Awards, shall be 400,000. The principles of the second sentence of Section 4(a)
shall apply to this Section 4(c).
 
5.  Stock Options
 
     (a) General.  The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".
 
     (b) Incentive Stock Options.  An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
 
     (c) Exercise Price.  The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall not be less than 100% of the
fair market value of the Common Stock, as determined by the Board, at the time
the Option is granted, or par value, if greater.
 
     (d) Duration of Options.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.
 
     (e) Exercise of Option.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.
 
     (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
 
     (1) in cash or by check, payable to the order of the Company;
 
     (2) except as the Board may, in its sole discretion, otherwise provide in
an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver
 
promptly to the Company sufficient funds to pay the exercise price or (ii)
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price;
 
     (3) when the Common Stock is registered under the Securities Exchange Act
of 1934, by delivery of shares of Common Stock owned by the Participant valued
at their fair market value as determined by (or in a manner approved by) the
Board in good faith ("Fair Market Value"), provided (i) such method of payment
is then permitted under applicable law and (ii) such Common Stock was owned by
the Participant at least six months prior to such delivery;
 
     (4) to the extent permitted by the Board, in its sole discretion by (i)
delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or
 
     (5) by any combination of the above permitted forms of payment.
 
6.  Restricted Stock
 
     (a) Grants.  The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").
 
     (b) Terms and Conditions.  The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
 
7.  Other Stock-Based Awards
 
     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities or other
awards convertible into Common Stock and the grant of stock appreciation rights.
 
8.  Performance Awards.
 
     (a) Administration.  This Section 8 shall be administered by a Committee
appointed by the Board. Unless otherwise determined by the Board, the Committee
shall be the Compensation Committee.
 
     (b) Grants.  The Committee may grant Performance Awards entitling
recipients to receive cash payments based on Company performance over a
specified period. The Committee may grant any number of Performance Awards to
any particular participant and a Performance Award may have a performance period
that overlaps the performance period of another Performance Award.
 
     (c) Terms and Conditions.  Each Performance Award shall establish the
performance period, not shorter than one year, over which the performance goals
of the Company must be achieved; the performance goals which must be achieved;
and the amount of the award which will be earned or forfeited based on the
extent to which the performance goals are achieved for the performance period.
The Committee shall establish objective formulas for determining the size of the
Performance Award based on the level of achievement of the performance goals
over the performance period.
 
     (d) Performance Goals.  The performance goals which the Committee shall
establish with respect to any Performance Award shall include any one or more of
(a) earnings per share, (b) return on average equity or average assets with
respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e)
revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales,
assets, equity or investment, (j) regulatory compliance, (k) improvement of
financial ratings, (l) achievement of balance sheet or income statement
objectives, (m) economic value added(R), (n) total shareholder return, (o) net
operating profit after tax, (p) pre-tax or after-tax income, or (q) cash flow,
and may be absolute in their terms or measured against or in relationship to
other companies comparably, similarly or otherwise situated. Such performance
goals may be adjusted to exclude any one or more of (i) extraordinary items,
(ii) gains or losses on the dispositions of discontinued operations, (iii) the
cumulative effects of changes in accounting principles, (iv) the writedown of
any asset, and (v) charges for restructuring and rationalization programs. Such
performance goals may be particular to a Participant or the department, branch,
line of business, subsidiary or other unit in which the Participant works and
may cover such period (not shorter than one year) as may be specified by the
Board.
 
     (e) Limits.  The maximum payment which may be made pursuant to Performance
Awards granted to any Participant shall not exceed $2,000,000 in any calendar
year.
 
     (f) Payment.  At the end of the performance period with respect to which a
Performance Award is granted, the Committee shall determine the amount, if any,
to be paid to the Participant based on the level of the performance goals
established by the Committee for purposes of the Performance Award and shall
authorize the Company to pay the Participant the amount so determined. The
Committee may at any time, in its sole discretion, cancel a Performance Award or
reduce or eliminate the amount payable with respect to a Performance Award
without the consent of the Participant.
 
9.  Adjustments for Changes in Common Stock and Certain Other Events
 
     (a) Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b) and the limits set
forth in Section 4(c), (iv) the number and class of securities and exercise
price per share subject to each outstanding Option, (v) the repurchase price per
share subject to each outstanding Restricted Stock Award, and (vi) the terms of
each other outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 9(a) applies and Section 9(c) also applies to
any event, Section 9(c) shall be applicable to such event, and this Section 9(a)
shall not be applicable.
 
     (b) Liquidation or Dissolution.  In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such
 
liquidation or dissolution, except to the extent exercised before such effective
date. The Board may specify the effect of a liquidation or dissolution on any
Restricted Stock Award or other Award granted under the Plan at the time of the
grant of such Award.
 
     (c) Acquisition Events
 
          (1) Definition.  An "Acquisition Event" shall mean: (a) any merger or
     consolidation of the Company with or into another entity as a result of
     which the Common Stock is converted into or exchanged for the right to
     receive cash, securities or other property or (b) any exchange of shares of
     the Company for cash, securities or other property pursuant to a statutory
     share exchange transaction.
 
          (2) Consequences of an Acquisition Event on Options.  Upon the
     occurrence of an Acquisition Event, or the execution by the Company of any
     agreement with respect to an Acquisition Event, the Board shall provide
     that all outstanding Options shall be assumed, or equivalent options shall
     be substituted, by the acquiring or succeeding corporation (or an affiliate
     thereof). For purposes hereof, an Option shall be considered to be assumed
     if, following consummation of the Acquisition Event, the Option confers the
     right to purchase, for each share of Common Stock subject to the Option
     immediately prior to the consummation of the Acquisition Event, the
     consideration (whether cash, securities or other property) received as a
     result of the Acquisition Event by holders of Common Stock for each share
     of Common Stock held immediately prior to the consummation of the
     Acquisition Event (and if holders were offered a choice of consideration,
     the type of consideration chosen by the holders of a majority of the
     outstanding shares of Common Stock); provided, however, that if the
     consideration received as a result of the Acquisition Event is not solely
     common stock of the acquiring or succeeding corporation (or an affiliate
     thereof), the Company may, with the consent of the acquiring or succeeding
     corporation, provide for the consideration to be received upon the exercise
     of Options to consist solely of common stock of the acquiring or succeeding
     corporation (or an affiliate thereof) equivalent in fair market value to
     the per share consideration received by holders of outstanding shares of
     Common Stock as a result of the Acquisition Event.
 
          Notwithstanding the foregoing, if the acquiring or succeeding
     corporation (or an affiliate thereof) does not agree to the foregoing
     assumption of, or substitution for, such Options, then the Board shall,
     upon written notice to the Participants, provide that all then unexercised
     Options will become exercisable in full as of a specified time prior to the
     Acquisition Event and will terminate immediately prior to the consummation
     of such Acquisition Event, except to the extent exercised by the
     Participants before the consummation of such Acquisition Event; provided,
     however, that in the event of an Acquisition Event under the terms of which
     holders of Common Stock will receive upon consummation thereof a cash
     payment for each share of Common Stock surrendered pursuant to such
     Acquisition Event (the "Acquisition Price"), then the Board may instead
     provide that all outstanding Options shall terminate upon consummation of
     such Acquisition Event and that each Participant shall receive, in exchange
     therefor, a cash payment equal to the amount (if any) by which (A) the
     Acquisition Price multiplied by the number of shares of Common Stock
     subject to such outstanding Options (whether or not then exercisable),
     exceeds (B) the aggregate exercise price of such Options.
 
          (3) Consequences of an Acquisition Event on Restricted Stock
     Awards.  Upon the occurrence of an Acquisition Event, the repurchase and
     other rights of the Company under each outstanding Restricted Stock Award
     shall inure to the benefit of the Company's successor and shall apply to
     the cash, securities or other property which the Common Stock was converted
     into or exchanged for pursuant to such Acquisition Event in the same manner
     and to the same extent as they applied to the Common Stock subject to such
     Restricted Stock Award.
 
          (4) Consequences of an Acquisition Event on Other Awards.  The Board
     shall specify the effect of an Acquisition Event on any other Award granted
     under the Plan at the time of the grant of such Award.
 
10.  General Provisions Applicable to Awards
 
     (a) Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.
 
     (b) Documentation.  Each Award shall be evidenced by a written instrument
in such form as the Board shall determine; such written instrument may be in the
form of an agreement signed by the Company and the Participant or a written or
electronic confirming memorandum from the Company to the Participant. Each Award
may contain terms and conditions in addition to those set forth in the Plan.
 
     (c) Board Discretion.  Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.
 
     (d) Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
 
     (e) Withholding.  Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, Participants may, to the extent then permitted under
applicable law, satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.
 
     (f) Amendment of Award.  The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
 
     (g) Conditions on Delivery of Stock.  The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
 
     (h) Acceleration.  The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.
 
     (i) Deferral.  An optionee who is entitled, by authority of the Board of
Directors, to defer his or her compensation pursuant to any deferred
compensation plan maintained by the Company may elect, in accordance with rules
established by the Board, to defer receipt of any shares of Common Stock
issuable upon the exercise of an option, provided that such election is
irrevocable and made at least that number of days prior to the exercise of the
option which shall be determined by the Board. The optionee's account under such
deferred compensation plan shall be credited with a number of stock units equal
to the number of shares so deferred.
 
11.  Miscellaneous
 
     (a) No Right To Employment or Other Status.  No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
 
     (b) No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.
 
     (c) Effective Date and Term of Plan.  The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant intended to comply with Section 162(m) of the Code shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.
 
     (d) Amendment of Plan.  The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that to the extent required by
Section 162(m) of the Code, no Award granted to a Participant intended to comply
with Section 162(m) of the Code after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and until
such amendment shall have been approved by the Company's stockholders as
required by Section 162(m) (including the vote required under Section 162(m)).
 
     (e) Provisions for Foreign Employees.  The Board may, without amending the
Plan, modify options granted to employees who are foreign naturals or who are
employed outside the United States to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax,
securities, currency, employee benefits or other matters.
 
     (f) Governing Law.  The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, without regard to any applicable conflicts of
law.
 
     The Annual Meeting of EG&G, Inc. stockholders will be held at 10:30 A.M. on
Tuesday, April 27, 1999, at the Sheraton Needham Hotel in Needham,
Massachusetts.
 
     The Sheraton Needham Hotel is located at 100 Cabot Street, just off Route
128 (I-95) at Exit 19A (see directions below). It is 10 miles from downtown
Boston and 12 miles from Logan Airport. The hotel offers ample free parking and
shuttle service to Boston and Logan Airport. For more information, the hotel can
be reached by phone at (781) 444-1110, by fax at (781) 455-8617 or at
www.sheratonneedham.com.
 
FROM LOGAN AIRPORT:
 
     As you are leaving the airport, follow the signs for Boston/Sumner Tunnel.
You want to go through the tunnel. Once you are through the tunnel follow the
signs to Rte. 3 South and the Mass Pike. Take Rte. 3 South. From Rte. 3 take the
exit for Mass Pike West. About 3-4 miles down the road you will have to pay a
toll of 50c. From the Mass Pike you will take the exit for I-95/Rte. 128 South
(it is the same highway, called two different names). You will have to pay
another 50c toll when exiting the Mass Pike. Follow
I-95/Rte. 128 South to Exit 19A/Highland Ave.-Newton Highlands. This exit will
bring you back over the highway. Turn right at the Ground Round Restaurant. Take
immediate left at Cabot St. Follow signs to main entrance.
 
FROM RTE. 128 (I-95) NORTH OR SOUTH:
 
     Take Exit 19A. This will put you on Highland Ave., heading East. Follow
Highland Ave. to 1st set of stop lights. Take right onto 2nd Ave. Take first
right off of 2nd Ave. at the Sheraton Needham Hotel sign. Follow driveway to
hotel. Parking garage will be on your right.