<PAGE> 1
Please mark
your vote as
indicated in
this example / X /
------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2, 3 AND 4, AND
"AGAINST" ITEM 5.
ITEM 1. ELECTION OF ALL DIRECTOR NOMINEES: Henrietta Holsman Fore, Bernard M.
Fox, Edgar G. Hotard, K. Grahame
Walker and George M. Whitesides
(Pages 3-4)
FOR all nominees WITHHOLD
listed above (except AUTHORITY
as marked to the to vote for all nominees
contrary.) listed above.
/ / / /
----- -----
EXCEPTIONS
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
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ITEM 2. APPROVAL OF 1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
For Against Abstain
/ / / / / /
----- ----- -----
ITEM 3. APPROVAL OF SENIOR MANAGEMENT EXECUTIVE INCENTIVE PLAN
For Against Abstain
/ / / / / /
----- ----- -----
ITEM 4. RATIFICATION OF AUDITORS
For Against Abstain
/ / / / / /
----- ----- -----
ITEM 5. SHAREHOLDER PROPOSAL CONCERNING SEVERANCE AGREEMENTS
For Against Abstain
/ / / / / /
----- ----- -----
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE MEETING, YOUR SHARES
CANNOT BE VOTED.
Signature Signature
---------------------------- ------------------------------
Date
---------------
Please sign this proxy and return it promptly whether or not you plan to
attend the meeting. If signing for a corporation or partnership or as agent,
attorney or fiduciary, indicate the capacity in which you are signing. If you
do attend the meeting and decide to vote by ballot, such vote will supersede
this proxy.
................................................................................
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<PAGE> 2
PROXY THE DEXTER CORPORATION PROXY
WINDSOR LOCKS, CONNECTICUT, U.S.A.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints K. Grahame Walker, Bernard M. Fox, and George
M. Whitesides, or any one or more of them, with power of substitution,
attorneys and proxies to represent the undersigned at the annual meeting of the
shareholders of The Dexter Corporation (the "Company") to be held on April 25,
1996, and at any adjournments thereof, with all powers which the undersigned
would possess if personally present, and to vote, as and to the extent
indicated below all shares of stock which the undersigned may be entitled to
vote at said meeting or any adjournments thereof, upon all matters that may
properly come before the meeting, including the matters listed on the reverse
side of this card which are more fully described in the Notice of Annual
Meeting and Proxy Statement relating to said meeting. The shares represented by
this proxy will be voted as and to the extent directed on the reverse side
hereof. If no directions are given, the proxies will vote: (a) FOR the election
of all listed director nominees, (b) in accordance with the Board of Directors'
recommendation on the other matters listed on the reverse side of this card,
and (c) at their discretion on any other matter that may properly come before
the meeting.
If you do not sign and return a proxy, or attend the meeting, your shares
cannot be voted.
(Continued and to be signed on the other side)
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- FOLD AND DETACH HERE -
