DEXTER CORP, PRER14A, 2000-06-01

DEXTER CORP
PRER14A, 2000-06-01
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

Previous: DATASCOPE CORP, 8-A12B/A, 2000-06-01

Next: DYNATECH CORP, 8-A12G, 2000-06-01

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

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

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

N/A
-----------------------------------------------------------------------------
(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.

(a) Title of each class of securities to which transaction applies:

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

(b) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------------

(c) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------------

(d) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------------

(e) Total Fee paid:
------------------------------------------------------------------------------

|_| 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:_______________________________________
(2) Form, Schedule or Registration Statement No.:_________________
(3) Filing Party: ________________________________________________
(4) Date Filed: __________________________________________________

As filed with the Commission on June 1, 2000

[DEXTER CORPORATION LOGO]

May [day], 2000

Dear Shareholder:

We are pleased to invite you to attend the 2000 annual meeting of
shareholders of Dexter Corporation, which will be held on Friday, June 30,
2000, at 10:00 A.M., local time, at The Hartford Club, 46 Prospect Street,
Hartford, Connecticut.

The items to be considered and voted on at the meeting are
described in the notice of the 2000 annual meeting of shareholders and
proxy statement accompanying this letter.

You may have already received proxy soliciting materials from
International Specialty Products Inc. in connection with items ISP intends
to present at the meeting. YOU SHOULD BE AWARE THAT THE FEDERAL DISTRICT
COURT IN CONNECTICUT HAS RULED THAT ISP'S SHAREHOLDER PROPOSALS SEEKING TO
INCREASE THE SIZE OF THE DEXTER BOARD (THE BOARD SIZE BYLAW PROPOSAL) AND
TO ELECT A MAJORITY OF THE MEMBERS OF THE DEXTER BOARD (THE ADDITIONAL
DIRECTORS ELECTION PROPOSAL) ARE ILLEGAL UNDER DEXTER'S CERTIFICATE OF
INCORPORATION AND CONNECTICUT LAW. The Court's decision cannot be appealed
by ISP absent the Court directing entry of the decision as a final judgment
or the final adjudication of all the other issues raised by ISP in its
complaint filed in the District Court. As a result of the Court's decision,
ISP's Omnibus Proposal which specifies the order that ISP's shareholder
proposals are to be voted on is unnecessary. Accordingly, we do not intend
to present these three proposals at the Annual Meeting. Dexter does not
intend to solicit proxies against these proposals, and they do not appear
on Dexter's WHITE proxy card.

Although we also believe that ISP's proposals relating to Dexter's
rights plan are illegal and unenforceable under Connecticut law, and we do
not plan to implement these proposals regardless of the outcome of the
vote, we will present the rights plan proposals to the annual meeting for a
vote in order to give you the opportunity to moot the issue of legality by
voting these proposals down. The legality of the rights plan proposals is
also being litigated in the Federal District Court in Connecticut and will
ultimately be decided by the courts. In what we believe to be the very
unlikely event that the rights plan proposals are determined to be valid,
and if they were to have received the requisite number of votes for
approval at our annual meeting, they would become effective. A more
complete discussion of the pending litigation between ISP and Dexter is set
forth under the heading "Certain Litigation" in the accompanying Proxy
Statement.

The ONLY items that we intend to bring before the Company's 2000
annual meeting are those identified in our Notice of Annual Meeting and
described in the accompanying proxy statement. YOUR BOARD OF DIRECTORS
BELIEVES THAT ISP'S PROPOSALS DISCUSSED IN OUR PROXY STATEMENT ARE NOT IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND URGES YOU TO
VOTE AGAINST THESE PROPOSALS. The reasons for this belief are discussed
throughout the proxy statement accompanying this letter. We would encourage
you to read our proxy statement carefully.

Your vote is important. We encourage you to vote your shares as
soon as possible. If you have any questions or need assistance in voting
your shares, please call our proxy solicitor, MacKenzie Partners, Inc.,
toll free at (800) 322-2885.

Sincerely,

K. Grahame Walker
Chairman and Chief Executive Officer

[DEXTER LOGO]

Dexter Corporation -- One Elm Street -- Windsor Locks, CT 06096-2334
-- Tel: 860.292.7675

NOTICE OF ANNUAL MEETING

May [day], 2000

The annual meeting of the shareholders of Dexter Corporation (the
"Company" or "Dexter") will be held at The Hartford Club, 46 Prospect
Street, Hartford, Connecticut, on Friday, June 30, 2000, at 10:00 A.M.,
local time, for the following purposes:

(1) To elect three directors to serve for three-year terms expiring at
the 2003 annual meeting of shareholders. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF THE EXISTING DEXTER DIRECTOR
NOMINEES PROPOSED FOR REELECTION AND AGAINST THE ELECTION OF
INTERNATIONAL SPECIALTY PRODUCTS INC.'S DIRECTOR NOMINEES.

(2) To ratify the selection by the Company's Board of Directors of the
firm of PricewaterhouseCoopers LLP as auditor of the Company for
the year 2000. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS
PROPOSAL.

(3) To vote upon a proposal by International Specialty Products Inc.
and its wholly owned subsidiary ISP Investments Inc. (collectively,
"ISP"), as described in the Company's proxy statement, relating to
an amendment to the Company's Bylaws requiring the Dexter Board to
make certain amendments to the Company's Rights Agreement or to
redeem the rights issued under the Agreement if the Company's
shareholders instruct the Board to do so and requiring the Board
not to adopt a new rights agreement without shareholder approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

(4) To vote upon a proposal by ISP, as described in the Company's proxy
statement, relating to a shareholder resolution directing Dexter's
Board to amend the Rights Agreement promptly to make it
inapplicable to any offer for all outstanding shares of Dexter for
at least $45.00 per share in cash. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

(5) To vote upon a proposal by ISP, as described in the Company's proxy
statement, relating to a shareholder resolution repealing any and
all amendments made by the Dexter Board to the Company's Bylaws
after February 26, 1999. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.

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

YOU SHOULD BE AWARE THAT THE FEDERAL DISTRICT COURT IN CONNECTICUT
HAS RULED THAT ISP'S SHAREHOLDER PROPOSALS SEEKING TO INCREASE THE SIZE OF
THE DEXTER BOARD (THE BOARD SIZE BYLAW PROPOSAL) AND TO ELECT A MAJORITY OF
THE MEMBERS OF THE DEXTER BOARD (THE ADDITIONAL DIRECTORS ELECTION
PROPOSAL) ARE ILLEGAL UNDER DEXTER'S CERTIFICATE OF INCORPORATION AND
CONNECTICUT LAW. The Court's decision cannot be appealed by ISP absent the
Court directing entry of the decision as a final judgment or the final
adjudication of all the other issues raised by ISP in its complaint filed
in the District Court. As a result of the Court's decision, ISP's Omnibus
Proposal which specifies the order that ISP's shareholder proposals are to
be voted on is unnecessary. Accordingly, we do not intend to present these
three proposals at the Annual Meeting. Dexter does not intend to solicit
proxies against these proposals, and they do not appear on Dexter's WHITE
proxy card. A more complete discussion of the pending litigation between
ISP and Dexter is set forth under the heading "Certain Litigation" in the
accompanying Proxy Statement.

The Board of Directors has fixed the close of business on May 15,
2000 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.

THIS ANNUAL MEETING IS OF PARTICULAR IMPORTANCE TO ALL SHAREHOLDERS
OF THE COMPANY BECAUSE OF ISP'S ONGOING HOSTILE ATTEMPT TO TAKE OVER YOUR
COMPANY.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON AND
REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, YOUR BOARD
URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE WHITE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, WHICH IS POSTAGE PAID IF MAILED IN THE UNITED
STATES.

YOUR BOARD ALSO URGES YOU NOT TO SIGN ANY GOLD PROXY CARDS SENT TO
YOU BY ISP. EVEN IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY
ISP, YOU CAN REVOKE THAT EARLIER PROXY BY SIGNING, DATING AND MAILING THE
ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED.

By order of the Board of Directors,

BRUCE H. BEATT,
Secretary

[DEXTER LOGO]

Dexter Corporation -- One Elm Street -- Windsor Locks, CT 06096-2334
-- Tel: 860.292.7675

May [day], 2000

PROXY STATEMENT

This proxy statement is furnished to the shareholders of Dexter
Corporation (the "Company" or "Dexter") in connection with the solicitation
by the Board of Directors of proxies to be used in voting at the annual
meeting of the shareholders of the Company to be held on Friday, June 30,
2000 and at any adjournments or postponements thereof. The accompanying
proxy is solicited on behalf of the Board of Directors of the Company. This
proxy statement and the accompanying proxy are first being mailed to
shareholders on or about May [day], 2000.

THE ISP PROPOSALS

International Specialty Products Inc. and its wholly owned
subsidiary ISP Investments Inc. (collectively, "ISP") are conducting a
proxy solicitation in opposition to your Board of Directors. ISP notified
the Company that it planned to:

o Nominate three individuals for election to the Board of Directors
in opposition to the Company's nominees for election as directors
(the "Director Election Proposal").

o Present the following proposals to the shareholder meeting:

-> A Bylaw amendment increasing the total number of
directorships from 10 to 17, with the current Class I
remaining at three directorships, Class II increasing from
three to six directorships and Class III increasing from
four to eight directorships (the "Board Size Bylaw
Proposal").

-> Nomination of ISP's slate of 7 additional nominees to fill
new directorships created in Classes II and III (the
"Additional Directors Election Proposal").

-> A Bylaw amendment that would require the Board to make
certain amendments to the Company's Rights Plan or redeem
the rights issued thereunder if so instructed by Dexter
shareholders, and not to adopt a new Rights Plan without
shareholder approval (the "Rights Plan Bylaw Proposal").

-> A shareholder resolution directing the Board of Directors to
amend the Company's Rights Plan to make it inapplicable to
any offer for all outstanding shares of the Company for at
least $45.00 per share in cash (the "Rights Plan Amendment
Proposal").

-> A shareholder resolution repealing any and all amendments to
the Company's Bylaws made by the Board of Directors after
February 26, 1999, and prohibiting the Board from adopting
certain new amendments to the Company's Bylaws without the
approval of shareholders (the "Bylaw Repeal Proposal").

-> A resolution providing the order of voting on the proposals
at the 2000 annual meeting (the "Omnibus Proposal").

DEXTER ALSO BELIEVES THAT THE RIGHTS PLAN BYLAW PROPOSAL AND THE
RIGHTS PLAN AMENDMENT PROPOSAL ARE ILLEGAL AND UNENFORCEABLE UNDER
CONNECTICUT LAW AND DOES NOT PLAN TO IMPLEMENT THE ACTIONS CONTEMPLATED BY
THESE PROPOSALS, WHATEVER THE OUTCOME OF THE VOTE IS. HOWEVER, IN ORDER TO
GIVE SHAREHOLDERS THE OPPORTUNITY TO MOOT THE ISSUE BY VOTING THESE
PROPOSALS DOWN, DEXTER WILL PRESENT THEM TO THE ANNUAL MEETING. THE BYLAW
REPEAL PROPOSAL IS ILLUSORY AND UNNECESSARY BECAUSE DEXTER HAS NEITHER
AMENDED NOR ADOPTED ANY BYLAWS SINCE FEBRUARY 26, 1999 AND DOES NOT INTEND
TO TAKE ANY SUCH ACTION PRIOR TO THE ANNUAL MEETING. ACCORDINGLY, THIS
PROPOSAL SERVES NO PURPOSE WHATEVER. HOWEVER, TO AVOID THE EXPENSE AND
DISTRACTION OF LITIGATING THE ISSUE WITH ISP, DEXTER PLANS TO PRESENT THIS
PROPOSAL TO THE ANNUAL MEETING.

The legality of the rights plan proposals is being litigated in the
Federal District Court in Connecticut (although other than filing its
complaint ISP has taken no further action to advance its contentions) and
will ultimately be decided by the courts. In what we believe to be the very
unlikely event that the rights plan proposals are determined to be valid,
and if they were to have received the requisite number of votes for
approval at our annual meeting, they would become effective. A more
complete discussion of the pending litigation between ISP and Dexter is set
forth under the heading "Certain Litigation."

The Board of Directors is soliciting votes FOR the Company's slate
of nominees for election to the Board of Directors, FOR ratification of the
appointment of the firm of PricewaterhouseCoopers LLC as auditor of the
Company for the year 2000 and AGAINST ISP's Director Election Proposal,
Rights Plan Bylaw Proposal, Rights Plan Amendment Proposal and Bylaw Repeal
Proposal (collectively, the "ISP Proposals").

Unless contrary instructions are indicated on the WHITE proxy card,
all shares represented by valid proxies received pursuant to this
solicitation (and not revoked) will be voted:

o FOR the election of all of the Company's nominees for
directors named in this proxy statement,

o FOR the ratification of the appointment of
PricewaterhouseCoopers LLC as auditor of the Company for the
year 2000, and

o AGAINST the ISP Proposals.

If you specify a different choice on the proxy card, your shares
will be voted as specified. Signing and dating Dexter's proxy card will
have the effect of revoking any ISP proxy card you signed on an earlier
date, and will constitute a revocation of all previously granted authority
to vote for every proposal included on the ISP proxy card, notwithstanding
that the Company's proxy card does not include three ISP proposals, two of
which the Federal District Court in Connecticut has ruled are illegal (the
Board Size Bylaw Proposal and the Additional Directors Election Proposal)
and as a result the third is unnecessary (the Omnibus Proposal). In what we
believe to be the very unlikely event that a court reversed the District
Court's decision and ultimately determined that ISP's Board Size Bylaw
Proposal and Additional Directors Election Proposal were legal and
therefore were proper subjects for action at the annual meeting, it is the
intention of the persons named in the enclosed proxy to exercise their
discretionary authority to vote AGAINST ISP's Board Size Bylaw Proposal,
Additional Directors Election Proposal and Omnibus Proposal.

VOTING AND REVOCABILITY OF PROXIES

You are urged to sign and date the enclosed WHITE proxy card and
return it in the enclosed prepaid envelope whether or not you plan to
attend the meeting. A person giving any proxy has the power to revoke it
(whether such proxy was solicited by the Board of Directors or ISP) at any
time before the voting by submitting to the Company or to ISP a written
revocation or duly executed proxy bearing a later date. In addition, any
shareholder who attends the meeting in person may vote by ballot at the
meeting, thereby canceling any proxy previously given.

VOTING SECURITIES; QUORUM

The only outstanding voting securities of the Company are the
shares of its Common stock, par value $1 per share, 23,195,118 of which
were outstanding as of May 15, 2000, and only shareholders of record at the
close of business on that date will be entitled to vote at the meeting.
Each share is entitled to one vote. Proxies may be solicited, without
additional compensation, by directors, officers or employees of the Company
by mail, telephone, facsimile, telegram, in person or otherwise.

Under Connecticut law and the Company's Bylaws, a majority of the
number of shares of stock issued and outstanding and entitled to vote at
the annual meeting must be present in person or by proxy to constitute a
quorum for the transaction of business.

VOTE REQUIRED

Under Connecticut law, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present.

The Company's Bylaws provide that the Bylaws may be altered,
amended or repealed, or new bylaws may be adopted, at any meeting of the
shareholders, provided that such action by shareholders be by the
affirmative vote of at least two-thirds of the voting power of the shares
of the Company entitled to vote thereon. Consequently, approval of the
Rights Plan Bylaw Proposal and the Bylaw Repeal Proposal would require the
affirmative vote of at least two-thirds of the voting power of the shares
of the Company entitled to vote thereon. Day, Berry & Howard LLP, the
Company's Connecticut counsel, has provided the Board of Directors with an
opinion stating that, although the matter is not free from doubt and there
are strong arguments to the contrary, they believe that a Connecticut court
should conclude that the two-thirds supermajority voting requirement in the
Company's Bylaws continues to be effective and prescribes the vote required
to adopt the proposed Bylaw amendments submitted by ISP. Day, Berry &
Howard LLP has consented to the use of its name and the reference to its
opinions in this Proxy Statement. ISP's proxy statement filed with the
Securities and Exchange Commission ("SEC") indicates that it has received
an opinion of Levett Rockwood P.C. "that, to the extent the Dexter Bylaws
may require a two-thirds supermajority shareholder vote for an amendment,
such provision is invalid under Connecticut law." In addition, ISP has
instituted litigation in the United States District Court for the District
of Connecticut seeking, among other things, to have the two-thirds
supermajority voting provision contained in the Bylaws held ineffective.
Dexter believes that the supermajority provision was properly adopted and
is effective. Accordingly, Dexter will require that approval of the Rights
Plan Bylaw Proposal and the Bylaw Repeal Proposal be approved by the
affirmative vote of at least two-thirds of the voting power of the shares
of the Company entitled to vote thereon. Should the Connecticut District
Court rule in favor of ISP, each of the Rights Plan Bylaw Proposal and the
Bylaw Repeal Proposal will be approved if the votes cast in favor of the
proposal exceed the votes cast against the proposal at the annual meeting.
See "Certain Litigation."

ISP's Rights Plan Amendment Proposal will be approved if the votes
cast for the proposal exceed the votes cast against the proposal at the
annual meeting.

METHOD FOR COUNTING VOTES

Votes will be counted and certified by independent inspectors of
election. Under the rules of the SEC, boxes and a designated blank space
are provided on the proxy card for you to mark if you wish to vote "for" or
"against" or "abstain" from voting on one or more of the proposals or to
withhold authority for one or more of the nominees for director.
Connecticut law and the Company's Bylaws require the presence of a quorum
at the annual meeting. Abstentions are counted in determining whether a
quorum is present but are not counted in determining the votes cast for or
against any proposal. Votes withheld in connection with the election of one
or more nominees for director will not be counted as votes cast for those
individuals. Broker non-votes, which occur when brokers do not receive
voting instructions from their customers on non-routine matters and,
consequently, have no discretion to vote on those matters, are not counted
as votes cast for any proposal. However, because, as described above,
approval of the Rights Plan Bylaw Proposal and the Bylaw Repeal Proposal
would require the affirmative vote of at least two-thirds of the voting
power of the shares of the Company entitled to vote thereon, abstentions
and broker non-votes will have the effect of a vote against such proposals.
See "Certain Litigation."

BACKGROUND OF ISP'S PROXY CONTEST

In 1998 the Company's management undertook an extensive strategic
review of all the Company's businesses and operations. As part of this
review process, the management reviewed its investment in its majority
owned subsidiary, Life Technologies Inc. Life Technologies develops,
manufactures and supplies more than 3,000 products used in life sciences,
research and commercial manufacture of genetically engineered products. The
Company's management concluded that it was important to acquire the
remaining minority equity interest in Life Technologies that it did not own
as part of its long-term strategy to focus its efforts and resources on
businesses with strong market positions, and in particular to serve as the
platform from which to develop a broader participation in the life sciences
market. In furtherance of this strategy, on July 7, 1998, Dexter proposed
to acquire the remaining outstanding shares of Life Technologies that it
did not own at a price of $37.00 per share in cash. Following receipt of
Dexter's proposal, the Life Technologies Board of Directors formed a
special committee consisting of Thomas H. Adams, Ph.D., Frank E. Samuel,
Jr. and Iain C. Wylie to consider and respond to the proposal. The special
committee retained a financial advisor and legal counsel. After evaluating
Dexter's proposal with the assistance of its financial and legal advisors,
on September 14, 1998, the special committee determined that $37.00 per
share would not adequately compensate the public shareholders for the
inherent value of their shares. On October 27, 1998, the special committee
informed the Life Technologies Board of Directors that the special
committee was not prepared to recommend Dexter's proposal to the public
shareholders. In response to the special committee's findings, Mr. K.
Grahame Walker, Chairman of the Board and Chief Executive Officer of
Dexter, withdrew Dexter's $37.00 per share proposal in a letter he
presented to the Life Technologies Board. The letter stated:

"Dexter has determined that it is desirable to initiate a
process to enable the LTI public stockholders to accept this
attractive price in a timely manner and to end the
uncertainties which have arisen over the past
three-and-a-half months. Accordingly, Dexter will shortly
commence a tender offer for all of the outstanding shares of
LTI that it does not currently own at a cash price of $37.00
per share."

In light of the withdrawal of Dexter's proposal, the Life
Technologies Board disbanded the special committee, over the objection of
its three members, because in the view of the five Dexter-affiliated
directors who voted to disband the special committee there appeared to be
no purpose in continuing its existence. After the special committee was
disbanded, two of the three members of the special committee resigned from
the Board. On November 2, 1998, Dexter commenced an all cash tender offer
for the outstanding shares of Life Technologies at $37.00 per share and the
tender offer would be followed by a merger in which all shares not
purchased in the offer would be acquired for $37.00 per share.

On November 16, 1998, Life Technologies filed a Schedule 14D-9
Solicitation/Recommendation Statement with the SEC in which Life
Technologies disclosed that the Life Technologies Board would remain
neutral and express no opinion with respect to Dexter's tender offer, since
a majority of the Life Technologies Board was affiliated with Dexter. The
Schedule 14D-9 discussed the special committee's findings, including its
determination that Dexter's $37.00 per share proposal would not adequately
compensate Life Technologies' public stockholders for the inherent value of
their Life Technologies shares. In particular, the members of the special
committee believed that Dexter's $37.00 per share proposal omitted
"significant components to LTI's long term inherent value and earning
power. Foremost among these is the value of the products in LTI's R&D
pipeline that have not been commercialized."

On December 7, 1998, Dexter amended its tender offer by increasing
the purchase price from $37.00 per share to $39.125 per share. Dexter's
offer expired on December 22, 1998, at which time Dexter purchased all
shares tendered resulting in Dexter's owning approximately 71% of the
outstanding shares of Life Technologies.

Since the completion of its tender offer in December 1998, Dexter
has been pursuing what it believes to be a shareholder value growth
strategy by focusing on life sciences. In particular, it has been
attempting to acquire 100% of Life Technologies. Virtually
contemporaneously with Dexter's publicly announced efforts to maximize
value for all Dexter shareholders by pursuit of its life sciences strategy,
we believe ISP and its Chairman of the Board, Samuel J. Heyman, have been
frustrating the Company's efforts. Specifically, as Dexter was pursuing its
public tender offer at $39.125 per share in cash for all outstanding Life
Technologies shares, ISP was engaged in an open-market purchase program
resulting in ISP's acquiring 15% of the Life Technologies shares. On
November 20, 1998, ISP filed a Schedule 13D with the SEC revealing its
ownership in Life Technologies and stating that it acquired its shares
because the Life Technologies shares were "substantially undervalued," and
that it considered its "equity position to be for investment purposes
only." ISP said it had no present plans or intentions that would result in
or relate to an acquisition of LTI, a change in LTI's board of directors or
any other change in LTI's business or corporate structure, among other
things. ISP's Schedule 13D revealed that ISP embarked on its open-market
purchase program on September 23, 1998 by purchasing 7,500 shares at $35.75
per share.

ISP's share ownership position and group formation, creating a
block of more that 20% of the outstanding Life Technologies shares, gave it
a veto over any amendments to Life Technologies' certificate of
incorporation and to other extraordinary corporate transactions that did
not receive the requisite Board approval. In practical effect, ISP's
ownership position made it extremely difficult - if not impossible - for
Dexter to pursue any value creation strategy through Life Technologies
because many of the transactions or steps it might take, such as a spin-off
or merger or joint venture, were likely to need ISP's cooperation. In
addition, one potential merger-of-equals partner with whom Dexter had a
brief discussion took the position that it could not proceed with Dexter
until Dexter resolved the uncertainties posed by ISP. For these and similar
reasons, Dexter believes that ISP's actions were instrumental in preventing
Dexter from realizing cost savings and cash flow benefits that could have
been achieved from owning 100% of Life Technologies as well as the ability
to secure its platform for growth in life sciences.

Contemporaneously with establishing its position in Life
Technologies, on September 15, 1998, ISP embarked on an open-market
purchase program in the Dexter shares. ISP first announced its ownership
position in Dexter in a Schedule 13D filed with the SEC on April 22, 1999,
once again stating that the purpose of its purchases was that the shares
were "undervalued" and that it had acquired the shares "for investment
purposes only." ISP continued to acquire (and on a number of occasions,
sell) Dexter shares through September 1999, until its publicly reported
ownership reached 9.98% of the Company's outstanding shares.

On October 4, 1999, the Dexter Board of Directors amended the
Company's Rights Agreement to change the definition of "Acquiring Person"
in the Rights Agreement by lowering the beneficial ownership percentage
threshold required to become an Acquiring Person, and at which the Rights
become exercisable, from 20% to 11% of the common shares of the Company
then outstanding and to exclude from the definition of "Acquiring Person"
any person who beneficially owns less than 20% of the outstanding Dexter
shares and is entitled to report its ownership on Schedule 13G under the
federal securities laws. A person is entitled to file a Schedule 13G if,
among other things, such person has acquired less than 20% of the
securities in the ordinary course of business and not with the purpose nor
the effect of changing or influencing the control of the issuer.

At the request of Mr. Heyman, representatives of Dexter met with
representatives of ISP on December 3, 1999. Dexter had requested an agenda
for the meeting, but Mr. Heyman declined to provide one. At the meeting the
ISP representatives expressed their belief that Life Technologies, with its
higher growth and higher margins, could better fulfill its potential as an
independent entity or in combination with another similarly strategically
situated company, rather than in combination with Dexter. The ISP
representatives argued that there are no apparent synergies between Dexter
and Life Technologies that would justify Dexter's continued control of Life
Technologies and, as an independent company, Life Technologies would likely
have greater access to the capital markets and receive a higher level of
analyst coverage. They recommended that Dexter and Life Technologies be
separate corporate entities. Mr. Heyman specifically recommended that
Dexter spin off Life Technologies to Dexter shareholders, which he claimed
could be accomplished tax-free, a claim which he subsequently recanted
after Dexter proposed a meeting of tax experts to explore whether a
tax-free spinoff could work. Nevertheless, Mr. Heyman continued to say
publicly that he had offered "to work with Dexter to try to develop a tax
efficient strategy . . . to separate Dexter and Life Technologies" and that
"a tax-free spin-off of Dexter's LTI shares is not a 'key aspect' of, or
even related in any way to, ISP's $45 per share acquisition proposal."

The December 3 meeting was rather short, approximately 45 minutes,
and concluded without any mutual understanding or agreement to meet or
speak again in the future. The Dexter representatives did inform the ISP
representatives that they intended to give ISP's proposals additional
thought and might share further reactions with ISP, but Mr. Heyman somewhat
curiously indicated that he might confirm some of his own thoughts
expressed in the meeting in a follow-up letter to Dexter. The Dexter
representatives did not respond.

Without giving Dexter an opportunity to explain what Dexter believed
were the serious fallacies in ISP's recommendations, including the
potentially enormous tax cost associated with such a separation, just 11
days later ISP proposed to acquire Dexter for $45.00 per share in cash,
subject to the execution of a mutually acceptable merger agreement. In Mr.
Heyman's letter of December 14, 1999, to Mr. Walker, Mr. Heyman stated:

"In addition, if you would provide us additional information on
Dexter Corporation and Life Technologies that justifies an
increased price we would be willing to pay more. We would be
willing to enter into a confidentiality agreement in connection
therewith (but not any such agreement that would limit our
rights as shareholders)."

It was not until ISP filed its December 14, 1999 letter in an
amendment to its Schedule 13D that ISP revealed to the Dexter shareholders
that it had changed its "investment only" purpose for acquiring its Dexter
investment.

Following a careful consideration of ISP's $45.00 per share proposal
with its financial and legal advisors, on December 23, 1999, the Dexter
Board of Directors unanimously concluded that ISP's proposal was both
inadequate and contrary to the best interests of the shareholders of Dexter
and rejected it. The Board's conclusions were based upon the following
factors and considerations:

o The opinion of Dexter's financial advisor, Lehman Brothers Inc.,
that the $45 per share was inadequate from a financial point
of view
o The fact that ISP's proposal was unfinanced and that, even if
it could be financed, the resulting entity would be very highly
leveraged
o The absence of any details of the proposal, such as a merger
agreement or a term sheet outlining proposed terms and
conditions of an ISP acquisition
o The Board's belief that long-term shareholder value would be
better served by continued pursuit of Dexter's plan for growth
through life sciences
o Mr. Heyman's involvement with Union Carbide in 1985, CBI in
1986, Borg-Warner in 1987 and Cabot Corporation in 1988 where
he generally acquired an investment in the company, made an
acquisition proposal at a low price and ultimately sold his
position in the company at a profit -- a pattern of which the
Board was informed based on publicly available information

In an effort to pursue aggressively a strategic plan Dexter believed
would maximize value for all Dexter shareholders by focusing on life
sciences, initially through the acquisition of 100% of Life Technologies,
on January 20, 2000, Dexter announced that it had sent a letter to Life
Technologies proposing to acquire all of the remaining outstanding Life
Technologies shares that it did not own in a merger transaction at $49.00
per share in cash. Dexter's letter indicated that before a definitive
agreement could be signed and before the Life Technologies Board of
Directors responded to the proposal, Dexter needed appropriate indications
of support for the merger from ISP and the other "group" members who filed
the Schedule 13D concerning the Life Technologies shares.

Rather than allow Dexter to pursue its growth strategy by supporting
Dexter's $49.00 per share merger proposal with Life Technologies, Mr.
Heyman once again embarked on what we consider to be a program of
frustrating the Dexter Board's longstanding and considered strategy it
believed would maximize value for all Dexter shareholders by becoming a
preeminent life sciences supplier by commencing his proxy contest to elect
his hand- picked directors and to seek approval of the other ISP proposals.
On January 27, 2000, Mr. Heyman sent Mr. Walker a letter indicating that
ISP intended to present the Board Size Bylaw Proposal, the Additional
Directors Election Proposal, the Omnibus Proposal and the other ISP
Proposals at the annual meeting and solicit proxies in favor of the
proposals. On January 27, ISP also gave written notice to Dexter of its
intention to bring these proposals before the annual meeting. Mr. Heyman's
letter contained no mention of litigation. Nonetheless, in addition to
diverting Dexter management's attention from the Company's business and
operations with his proxy contest, Mr. Heyman also commenced litigation in
support of his proxy fight in the United States District Court in the
District of Connecticut. See "Certain Litigation."

Following a special meeting of the Dexter Board of Directors on
February 8, 2000, Dexter took the following actions:

o Dexter offered both ISP and Chase Securities Inc., ISP's
financial advisor, the opportunity to review confidential
business and financial information for the purpose of
determining whether they would be willing to increase their
$45.00 per share proposal to acquire Dexter.

o Dexter amended its rights plan to address ISP's concerns
evidenced by its shareholder proposals in a manner that Dexter
believes to be fair, even-handed and in the best interests of
its shareholders. Specifically, Dexter amended the Rights
Agreement to cause the rights to be inapplicable to any tender
or exchange offer that:

o is for all outstanding shares,
o is fully financed,
o is, in the Board's reasonable judgment, substantially
unconditional,
o remains available to Dexter shareholders for 60 days, and
o assuming all of the foregoing conditions are met, Dexter's
investment banker opines is at a price that is fair to
the Dexter shareholders.

See the discussion under the heading "Proposal (3) Rights Plan
Bylaw Proposal."

o Dexter requested that ISP make whatever financing commitment
letters that it had received public so that shareholders could
evaluate the terms, conditions and sufficiency of ISP's
financing arrangements for its $45.00 per share cash proposal.

o Dexter offered a meeting among its tax advisors and those of
ISP for the purpose of understanding how ISP would separate
Life Technologies on a tax-free basis.

On Wednesday, February 23, 2000, ISP entered into a confidentiality
agreement and a total of 20 different representatives of ISP, 11 different
representatives of Chase Securities Inc., one representative from its legal
counsel, Weil, Gotshal & Manges, LLP, and one representative of a
biotechnology consulting firm visited the Dexter due diligence data room
(which contains in excess of 60,000 pages of due diligence material) on 11
separate days. However, ISP never accepted Dexter's offer for a meeting
among Dexter's and ISP's tax advisors in order to reach a common
understanding with respect to the significant tax implications associated
with separating Life Technologies from Dexter.

Following a meeting of the Dexter Board of Directors, on Monday,
February 28, 2000, Dexter issued the following press release:

"Contact:

Kathleen Burdett
John Thompson
Dexter Corporation
(860) 292-7675
or
Lawrence A. Rand
Michael Freitag
Kekst and Company
(212) 521-4800

FOR IMMEDIATE RELEASE

DEXTER BOARD AUTHORIZES EXPLORATION OF STRATEGIC ALTERNATIVES

WINDSOR LOCKS, CONNECTICUT, February 28, 2000 -- Dexter Corporation
(NYSE:DEX) said today its Board of Directors has authorized the
Company's management and its financial advisor, Lehman Brothers, to
explore all strategic alternatives that may be available to Dexter to
maximize shareholder value in the short term.

K. Grahame Walker, Chairman and Chief Executive Officer of Dexter,
said: "Based on the current circumstances that our company is facing,
our Board has decided to institute a process in which we will survey
all of the Company's available options. Several specific factors
contributed to the Board's decision, including the acquisition by
International Specialty Products, Inc. (NYSE:ISP) of a blocking
position in Life Technologies, Inc. (OTC Bulletin Board:LTEK) that
made it impossible for Dexter to complete our plan to achieve 100
percent ownership of LTI as a platform for implementation of Dexter's
life sciences growth strategy."

"Rather than negotiate a reasonable exit from LTI," Mr. Walker
continued, "ISP instead launched a proxy contest for control of
Dexter's Board with an unfinanced and inadequate $45 negotiation
proposal. The Board strongly believes and has confidence in the
long-term prospects for Dexter's growth strategy. However, ISP's
self-serving insistence on a debate confined to a short-term focus
coupled with ISP's ability to prevent Dexter from effectively
implementing its growth strategy made it necessary to explore all
other options at this time."

Dexter emphasized its Board has made no decision to sell the Company
at this time, but said every available alternative -- including a
merger or sale of the company, a financial restructuring, or a
spin-off or sale of one or more of the Company's businesses -- would
be examined and considered. In pursuit of that objective, third
parties will be invited to sign confidentiality agreements, review
comprehensive data room materials and receive Dexter management
presentations. The Company has entered into a confidentiality
agreement with ISP, and, as of February 24, three representatives of
ISP and 10 representatives of ISP's financial advisor, Chase
Securities, began to visit Dexter's data room. There can be no
assurance that these discussions will result in a transaction or
other action by Dexter.

Any statements in this press release that are not historical facts
are "forward-looking statements" as that term is defined under the
Federal Securities Laws. Forward-looking statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from those stated in such statements.
These and other risks are detailed in the Company's filings with the
Securities and Exchange Commission.

Dexter Corporation is a global specialty materials supplier with
three operating segments: life sciences, nonwovens, and specialty
polymers. The company supplies specialty materials to the aerospace,
electronics, food packaging, and medical markets. . . ."

On March 21, 2000, Mr. Walker wrote the following letter to Mr. Heyman:

"Dear Mr. Heyman:

On March 10, 2000, our financial advisor Lehman Brothers sent
you a letter inviting you to submit a non-binding written indication
of interest for the purchase of Dexter or one or more of its
businesses. Lehman's letter requested that your proposal be submitted
by Noon (EST) on March 24, 2000.

In view of the conflict and disharmony that have plagued the
contacts and communications between our two companies, I believe it
is appropriate to address a few special comments to ISP alone with
respect to this process.

First, this is a serious and deliberate process. . . .Second,
the Board of Dexter is unconstrained by any objective or bias except
what is best for the shareholders. Put differently, what will count
in this process is price and certainty -- nothing else. Third,
Lehman's invitation on our behalf is genuine because the Dexter Board
wants ISP to submit its best possible competitive proposal. Please
understand that Dexter will negotiate any proposal with ISP, provided
the proposal is competitive as to price and likely to be consummated.
Fourth, your tactics and strategy in this process are, of course, up
to you and your Board, but I want to caution you it is critical to
your staying in the running to acquire Dexter that you submit a
competitive proposal this Friday. You can be assured that the Dexter
Board will be interested only in what is submitted on Friday
afternoon, and not in the rhetoric of your proxy campaign nor in some
new threat of litigation.

Let me also remind you what I have previously advised both you
and Mr. Kumar. Dexter has made an extraordinary effort to accommodate
ISP in its due diligence investigation. Since February 23, a total of
19 different representatives of ISP and 11 different representatives
of Chase Securities Inc. have visited the data room on 6 separate
days -- a data room that contains more than 60,000 pages of
materials. Seven of your representatives and 3 Chase representatives
have visited on more than one occasion. A total of approximately 40
hours of data room time has been dedicated to various subgroups of
these 30 people conducting your due diligence investigation. Nothing
short of a voluminous quantity of information from the data room has
been copied and sent to either ISP or Chase or both of you. This
Thursday, March 23, we have scheduled a management presentation for 5
ISP representatives and 4 Chase representatives to be given by senior
management of our corporation.

As I said, all proposals are due on Friday. Depending upon the
responses to this invitation, we anticipate there will be a more
select group of bidders proceeding into a second round. However, we
are telling participants that, if the circumstances warrant, Dexter
would be willing to consider and perhaps respond to a pre-emptive
proposal. For this and other reasons, you should assume that the only
sure means for staying in the process is to submit a competitive
proposal. If you fail to do so, you will have no assurance either
that you will be included in the next round or, indeed, that there
will be a next round. Specifically, you should anticipate the
possibility that Dexter could, in appropriate circumstances, respond
to requests for a "lock-up" or "break-up" arrangements from a
pre-emptive bidder that make it materially more expensive for any
other bidder to compete thereafter. Naturally, if ISP would like to
submit a pre-emptive proposal, we would be willing to discuss its
implications with you and your advisors as well.

If you have any questions, let me suggest that you have Chase
Securities discuss them with Lehman or Weil Gotshal discuss them with
Skadden Arps.

Sincerely,

/s/ K. Grahame Walker"

On March 23, 2000, Mr. Heyman wrote a letter to Mr. Walker stating
that ISP's board had authorized an increase in the price of ISP's cash
merger proposal from $45.00 to $50.00 per share. Mr. Heyman attached to
this revised proposal a commitment letter from Chase Securities to provide
senior credit facilities in the aggregate amount of up to $1.825 billion in
order to finance ISP's acquisition of Dexter. Mr. Heyman further stated:

"If we receive the proper cooperation from Dexter in connection with
the balance of the due diligence process and Dexter can demonstrate
the value of the Company would justify a higher price, we would
consider increasing this price as well."

In response to Mr. Heyman's letter, on March 23, 2000, Dexter issued
the following press release:

"Contact:

Kathleen Burdett
John Thompson
Dexter Corporation
(860) 292-7675
or
Lawrence A. Rand
Michael Freitag
Kekst and Company
(212)521-4800

FOR IMMEDIATE RELEASE

DEXTER TO REVIEW REVISED OFFER FROM ISP; CONTINUES EXPLORATION OF
STRATEGIC ALTERNATIVES

WINDSOR LOCKS, CONNECTICUT, March 23, 2000 - Dexter Corporation
(NYSE:DEX), said today that it has received a letter from
International Specialty Products (NYSE:ISP), increasing its cash
merger proposal to $50 per share of Dexter common stock. Dexter's
Board of Directors plans to give this revised proposal full
consideration.

As announced last February 28, the Dexter Board has authorized the
Company's management and its financial advisor, Lehman Brothers, to
explore all strategic alternatives that may be available to Dexter to
maximize shareholder value in the short term.

K. Grahame Walker, Chairman and Chief Executive Officer of Dexter,
said: "Today's announcement from ISP confirms our view of ISP's
previous proposal of $45 per share as inadequate. The Board will
evaluate ISP's new proposal along with all other alternatives
presented to us as part of our program to maximize value in the short
term."

As previously announced, the Dexter Board is examining and
considering a wide range of alternatives - including a merger or sale
of the Company, a financial restructuring, or a spin-off or sale or
one or more of the Company's businesses in order to achieve maximum
value for shareholders in the short term. In pursuit of that
objective, 29 third parties including ISP have signed confidentiality
agreements. Dexter emphasized that every available alternative will
be examined and the one that will maximize the value of the Dexter
shareholders' investment will be aggressively pursued. Dexter also
said that there can be no assurance that these discussions will
result in a transaction or other action by Dexter. . . ."

Also, on March 23, 2000, Dexter's counsel, Skadden, Arps, Slate,
Meagher & Flom LLP, received a letter from ISP's counsel, Weil, Gotshal &
Manges LLP, requesting an amendment to the Rights Plan Amendment Proposal
to reflect the increase in the price of ISP's acquisition proposal from
$45.00 to $50.00 per share. Dexter's counsel responded to such letter by
reiterating Dexter's belief that ISP's Rights Plan Amendment Proposal is
illegal and not a proper subject for action by Dexter's shareholders and
suggesting that ISP consider withdrawing its Rights Plan Amendment Proposal
in order to eliminate the necessity for explaining why it is advancing an
amendment and resolution with a $45.00 per share floor when ISP's proposal
is at $50.00 and may be some other number in the future.

On April 2, 2000, Dexter issued the following press release:

"Contact:

Kathleen Burdett
John Thompson
Dexter Corporation
(860) 292-7675
or
Lawrence A. Rand
Michael Freitag
Kekst and Company
(212)521-4800

FOR IMMEDIATE RELEASES

DEXTER PLEASED WITH FIRST STAGE OF PROGRAM TO MAXIMIZE SHAREHOLDER VALUE
POSTPONES ANNUAL MEETING TO COMPLETE SALE PROCESS

WINDSOR LOCKS, CONNECTICUT, April 2, 2000 - Dexter Corporation (NYSE:DEX)
announced today that the results of the first stage of its program to
maximize the short-term value of its shareholders' investment were
very positive. Dexter said that it had received several indications
of interest in acquiring the entire company and had also received
multiple indications of interest in Dexter's various constituent
businesses. Dexter added that selected potential merger partners and
buyers are currently receiving management presentations, facility
tours and data room access.

K. Grahame Walker, Chairman of the Board and Chief Executive Officer
of Dexter said, "We are very pleased with the results of the first
stage of our sale process. Our first priority is to maximize the
value of our shareholders' investment in the short term and based on
progress to date we expect to be in a position to make a definitive
announcement in the next few weeks or so. In the meantime, we are
reinforced by the strong support we have received from our
shareholders who wish to see the sale process concluded in a
deliberate, orderly and successful manner. Based on this and other
factors, our Board of Directors has determined to postpone our Annual
Meeting of Shareholders until June 30, 2000. Of course, it is our
objective to present a definitive transaction to our shareholders
well before that date. . . . Dexter cautioned shareholders that there
can be no assurance that its discussions to sell the Company will
result in the consummation of a sale transaction. . . ."

Between April 3 and April 18, 2000, of the 17 parties that had
submitted indications of interest in acquiring all or part of Dexter, 6
were selected to participate in management presentations, to conduct site
visits of Dexter's facilities and to review the due diligence materials in
Dexter's data room.

By letter dated, April 12, 2000, each of the 6 parties participating
in the second stage of the sale process, including ISP, was advised by
Lehman Brothers that final bids would be due on April 19, 2000, and what
the procedures would be for submitting definitive acquisition proposals.
Bidders were requested to submit proposals to acquire both the Dexter
shares as well as the Life Technologies shares not owned by Dexter. The
Lehman Brothers' bid letter also required that each proposal "remain open
until May 19, 2000, unless rejected earlier in writing by Dexter."

Subsequently, Dexter's legal counsel distributed forms of acquisition
agreements for both Dexter and Life Technologies to each of the bidders
along with an invitation to negotiate the terms of the agreements in
advance of the April 19, 2000, submission date. ISP declined this
invitation.

Following the April 19, 2000 bid submission deadline, on April 20,
2000, ISP submitted a proposal only to acquire the outstanding common stock
of Dexter but declined to include a proposal to acquire the publicly-held
shares of Life Technologies. ISP offered to acquire the Dexter shares at a
price per share of $50.00 plus one "contingent value right." The contingent
value rights purported to allow Dexter's shareholders to participate in the
proceeds from a subsequent sale by ISP of Dexter's shares in Life
Technologies if such sale occurred on or prior to September 30, 2001 and
the sale price for the shares of Life Technologies was greater than $50.00
per share. However, the term sheet for the contingent value rights provided
to Dexter imposed no obligation on ISP to sell Life Technologies in advance
of September, 2001. Furthermore, ISP intended to cap the value each right
holder would receive to $10.00 per contingent value right The terms of
contingent value rights also provided that if ISP were to sell less than
100% of Life Technologies, ISP's shares and Dexter's shares of Life
Technologies would be included in the sale on a pro rata basis. CONTRARY TO
ISP'S STATEMENT THAT "DEXTER HAS NOT YET PROVIDED CERTAIN ITEMS REQUESTED
BY ISP," ISP'S APRIL 20, 2000 PROPOSAL STATES "ISP'S PROPOSAL IS NOT
CONDITIONED ON FURTHER DUE DILIGENCE." In addition, contrary to the
instructions provided to ISP by Lehman Brothers as to the length of time
bids should remain open, ISP's proposal indicated that it would expire on
Monday, April 24, 2000, unless Dexter commenced substantive negotiations
with ISP before that time. Following receipt of ISP's proposal, ISP's
representatives were advised that Dexter's Board would not be meeting until
that Monday afternoon and thus the deadline for their bid was unreasonable.

Following a meeting of the Dexter Board of Directors, on April 24,
2000, Dexter issued the following press release:

"Contact:

Kathleen Burdett
John Thompson
Dexter Corporation
(860) 292-7675
or
Lawrence A. Rand
Michael Freitag
Kekst and Company
(212)521-4800

FOR IMMEDIATE RELEASE

DEXTER CONTINUES DELIBERATIONS

WINDSOR LOCKS, CONNECTICUT, April 24, 2000 - Dexter Corporation
(NYSE-DEX) announced that its Board of Directors had met today to
review the status of its exploration of alternatives to maximize
shareholder value in the short term. The Board received reports
concerning proposals received and other pertinent developments. The
Board reached no conclusions, but authorized management and its
advisors to proceed with next steps in the process.
. . ."

On May 1, 2000, Mr. Heyman sent a letter to Mr. Walker stating that
". . . ISP is terminating further discussions with Dexter and continuing
its proxy contest . . . ." In response to Mr. Heyman's letter, on May 2,
2000, Mr. Walker sent the following letter to Mr. Heyman:

"Dear Mr. Heyman:

This is in reply to your letter of May 1, 2000, which came as a
total surprise. The reasons you assign for your precipitous and very
public new position require some rebuttal.

In discussing your April 20 proposal, our representatives
expressed to yours the Board's desire for the best possible economics
on the best possible contract terms. If you choose to translate those
objectives into a characterization of your proposal as unacceptable,
so be it. Your suggestion that our representatives "refused to meet"
with yours over the April 22-23 weekend does not reflect the facts.
In fact, Dexter's representatives offered not only to meet with ISP's
representatives, but also to negotiate a transaction if ISP submitted
a proposal at a "compelling price," which ISP refused to do.
Nonetheless, our representatives were told by yours in telephone
discussions that occurred during the April 22-23 weekend that they
believed ISP's proposal had flexibility to be increased. Moreover, in
response to ISP's self-imposed deadline of Monday, April 24, 2000,
our representatives told yours that the Dexter Board would not be
meeting until Monday afternoon when it would consider its
alternatives. Promptly following the Board meeting, on Monday evening
our representatives called yours and said the Board was prepared to
authorize a transaction with ISP at a price higher than what ISP was
offering and invited ISP to negotiate. Your representatives refused
and demanded that ISP be shown all of the bids received by Dexter in
its value maximization process, a demand which on its face was
unreasonable.

Your suggestion that Dexter refused to provide ISP with
information regarding third party interest in Life Technologies is
entirely inaccurate. Not only did Dexter introduce ISP last Thursday
to a third party bidder for Life Technologies that had indicated
strong interest at an attractive value, but Dexter also acceded to
ISP's demand (which was made a non-negotiable condition of
proceeding) that Dexter be excluded from any discussions between ISP
and the third party. In view of the facts, your contention is hardly
credible. Moreover, your position is even less credible when
considered in light of the facts that ISP never had a meeting with
the third party, that ISP demanded to know the third party's bid as a
condition of the meeting and that there were no conversations at all
between ISP and the third party after last Sunday.

Your contention regarding a "creditable alternative to [ISP's]
proposals for the Company" is similarly untenable. The problem here
is not creditable alternatives. The problem is ISP's determination to
frustrate the Board's efforts on behalf of stockholders, to seize
control of Dexter as cheaply as possible and to dispose of Life
Technologies at a price which allows ISP to keep Dexter's
wholly-owned businesses at minimal cost. It is for these reasons that
the Dexter Board must be in charge of conducting the auction process.
ISP is not interested in paying fair value for the Dexter
wholly-owned businesses, nor is it interested in any bidder willing
to do so. Based on ISP's conduct during the course of the last
weekend, ISP's interest in a Life Technologies bidder only extends to
the price such party will pay ISP for that business, an approach
which we have previously illustrated to be tax inefficient.

We will continue to move forward with our program to maximize
value in the short term for all Dexter stockholders, which may result
in the sale of the assets you are interested to acquire.

Sincerely,

/s/ K. Grahame Walker"

On May 2, 2000, Mr. Heyman sent the following letter to Mr. Walker:

"Dear Grahame:

While I believe your May 2nd letter is filled with
mischaracterizations, inaccuracies and irrelevancies, it is not
productive for you and I to engage in a debate about "who said or did
what to whom." Parenthetically, at Dexter's request, we had agreed to
keep discussions to which you refer "confidential" - an agreement
which we have honored and you have now chosen to ignore.

The simple fact of the matter is that we have made, in our
view, a fair and full offer for Dexter - which Dexter has seen fit to
reject. Notwithstanding Dexter's rhetoric and repeated optimistic
prognostications as to its progress with respect to the bidding
process, we believe that our offer is still the best offer for
Dexter, and if your company has a better one, we can only assume that
it would have been disclosed by now.

Your threats to dismember the company with the piecemeal sale
of one or more businesses smacks of scorched-earth tactics which,
while they may operate to entrench your management, may only destroy
shareholder value for Dexter shareholders.

Finally, whatever our differences, we believe that Dexter has a
legal and moral obligation to let its shareholders decide what is in
their best interests, and we trust that you will hold to your
previously announced commitment to present any transaction to Dexter
shareholders for their approval.

Sincerely,

/s/ Samuel J. Heyman"

On May 5, 2000, ISP filed revised proxy materials in which it
stated that the "ISP proposal still stands at $50 per share in cash." On
May 15, 2000, Mr. Heyman wrote a letter to Mr. Walker stating that "we have
been struggling for quite some time now to just keep our $50 per share
proposal in place," and on May 23, 2000, Mr. Heyman wrote "This is to
advise you that ISP is withdrawing herewith the increase in its proposal to
acquire Dexter from $45 to $50 per share."

ON MAY 30, 2000, THE FEDERAL DISTRICT COURT IN CONNECTICUT RULED
THAT ISP'S SHAREHOLDER PROPOSALS SEEKING TO INCREASE THE SIZE OF THE DEXTER
BOARD AND TO ELECT A MAJORITY OF THE MEMBERS OF THE DEXTER BOARD ARE
ILLEGAL UNDER DEXTER'S CERTIFICATE OF INCORPORATION AND CONNECTICUT LAW.
The Court's decision cannot be appealed by ISP absent the Court directing
entry of the decision as a final judgment or the final adjudication of all
the other issues raised by ISP in its complaint filed in the District
Court. In addition, on May 31, 2000, the District Court also denied ISP's
request for a temporary restraining order or a preliminary injunction
enjoining Dexter from selling any of its constituent, wholly-owned
businesses or its shares of Life Technologies common stock unless any such
sale was approved by the Dexter shareholders.

No assurance can be given that shareholder value will be increased
if the ISP Proposals are rejected and the Board of Directors' proposal to
elect the Company's slate of nominees is adopted. In addition, no assurance
can be given that shareholder value will be increased if the ISP Proposals
are adopted and the Board of Directors' proposal to elect the Company's
slate of nominees is rejected.

PROPOSAL (1) ELECTION OF DIRECTORS

The Company's Restated Certificate of Incorporation and Bylaws
provide for three classes of directorships, with the term of one class
expiring at each annual meeting of the shareholders. Pursuant to the
authority granted to the Board in Article VII of the Restated Certificate
of Incorporation, the Board of Directors has determined that effective on
the date of the 2000 annual meeting, the number of directors is fixed at
ten, three in the class whose term expires in 2001, four in the class whose
term expires in 2002 and three in the class whose term expires in 2003. At
the 2000 annual meeting, three directors are to be elected, all of whom
shall constitute the class whose term will expire in 2003. The Board of
Directors has nominated Messrs. Charles H. Curl, Peter G. Kelly and
Jean-Francois Saglio, who are currently serving as directors, having been
elected to serve for their present terms at the annual meeting in 1997.
Each nominee has consented to serve for the specified term. It is intended
that the shares represented by the accompanying proxy will be voted for the
election of Messrs. Curl, Kelly and Saglio, whose terms will expire in
2003.

If for any reason any nominee should be unavailable to serve as a
director at the time of the meeting, a contingency which the Board of
Directors does not expect, the shares represented by the accompanying proxy
may be voted for the election in his stead of such person as may be
determined by the holders of the proxy, unless the proxy withholds
authority to vote for all such nominees. Nominees shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present in person or by proxy. An
abstention shall be included in the determination of the number of shares
present and voting, but shall not be counted as a vote in favor of the
election of a nominee. Broker non-votes shall not be counted for any
purpose.

ISP is seeking the election of a slate of three directors. The
Dexter Board of Directors believes that the election of ISP's nominees
would not be in your best interests. Your Board opposes the election of
ISP's nominees for several reasons. First, since the end of April ISP has
made the following public statements regarding its desire to acquire
Dexter:

o April 20 -- "For each issued and outstanding share of
common stock of Dexter, ISP will (a) pay $50 per
share in cash and (b) issue one Contingent Value
Right. . . .The CVRs are intended to allow Dexter
shareholders to participate in the proceeds from a
sale by ISP of Dexter's shares of Life Technologies,
Inc. at a price in excess of $50 per share."

o May 1 -- ". . . ISP is terminating further
discussions with Dexter and continuing its proxy
contest . . . ."

o May 2 -- "The simple fact of the matter is that we
have made, in our view, a fair and full offer for
Dexter. . . ."

o May 4 -- "The purpose of our proposals is to
facilitate [ISP's merger proposal] or a superior
proposal, in which you would receive AT LEAST $50 per
share in cash although there can be no assurance that
the adoption of [ISP's] proposals will result in the
consummation of such a transaction." (Emphasis
added.)

o May 24 -- "This is to advise you that ISP is
withdrawing herewith the increase in its proposal to
acquire Dexter from $45 to $50 per share. Our
original December $45 per share cash proposal to
acquire the Company still stands."

We continue to have grave concerns about ISP's conviction and bona
fides about acquiring Dexter -- and especially at a price and on terms that
we believe represent maximum value for all our shareholders. Moreover, ISP
continues to refuse to present a proposal to acquire the publicly traded
minority shares of Life Technologies, which represent approximately 3.3% of
the outstanding shares.1 This request was made to all prospective bidders
for Dexter in order to address what may be perceived as a conflict of
interest that Dexter may have with respect to the relative values of the
Dexter shares and the Life Technologies shares and to minimize the ability
of a bidder to acquire Dexter at a price that undervalues Dexter's
ownership position in Life Technologies. ISP has indicated that it does not
want to be a long term investor in Life Technologies. In fact, ISP asked to
engage in discussions with interested buyers for Life Technologies, and
Dexter introduced ISP to a third party bidder for Life Technologies that
had indicated strong interest at an attractive value. Dexter also acceded
to ISP's insistence that Dexter be excluded from any discussions between
ISP and the third party. However, ISP never had a meeting with the third
party because ISP demanded to know the third party's bid as a condition of
the meeting, which we understand the third party declined to do at that
time. Were ISP able to acquire Dexter at a price that did not fully value
Dexter's ownership interest in Life Technologies, ISP could then sell Life
Technologies and retain the upside gain for itself and the benefit of its
shareholders -- rather than the Dexter shareholders. In addition, we have
also repeatedly asked ISP to submit a proposal to acquire Dexter's wholly
owned businesses, but ISP has repeatedly declined to do so, indicating its
strong interest in acquiring the entire company. It is these contradictory
indications that cause the Dexter Board of Directors to believe that if
ISP's nominees were to be elected they would pursue a course which is not
in your best interests.

The Dexter Board of Directors continues to believe that it is in the
best position to be an impartial auctioneer for the sale of the Company --
in its entirety or by business unit -- in order to maximize value for all
of the Dexter shareholders. However, no assurance can be given that our
program will maximize shareholder value. As described more fully below,
while they would have a fiduciary duty to the Dexter shareholders, we
believe that Mr. Heyman and ISP have a multitude of conflicts of interest.
For example, Mr. Heyman as Chairman of the Board of ISP is legally bound to
protect and promote the interests of the ISP shareholders, whose interests
run directly counter to those of the Dexter shareholders. The protection of
the interests of the ISP shareholders may require that the interests of
Dexter shareholders be directly damaged and undermined. We believe Mr.
Heyman as the controlling shareholder of ISP is driven by the same
conflicting interests. More fundamentally, ISP claims to be a prospective
purchaser of Dexter, which places Mr. Heyman and ISP's CEO Sunil Kumar
directly and irreconcilably in conflict with Dexter and certainly bars them
from participating in deliberations addressing the sale of Dexter. In
simplest terms, their interest as directors of ISP is to help ISP to
acquire Dexter for the LOWEST PRICE POSSIBLE, not the HIGHEST PRICE, as
must be the objective of the Dexter Board. ISP's proxy materials state that
neither Mr. Heyman nor Mr. Kumar will participate in Dexter Board action
relating to an ISP acquisition proposal or any other business combination
transaction while an ISP proposal is in effect. Mr. Heyman as a director
and as the controlling shareholder of ISP and Mr. Kumar as a director and
the CEO of ISP have a different and even more irreconcilable conflict by
reason of ISP's ownership of both Dexter shares and Life Technologies
shares.2 As a result, in every decision involving the relative values of
Dexter (excluding Life Technologies) and Life Technologies, we believe ISP
has a fundamentally different and conflicting interest from that of the
Dexter shareholders.

In light of the fact that Dexter beneficially owns 75.1% of the
outstanding Life Technologies shares and controls the Life Technologies
Board of Directors, all prospective bidders were requested to submit
separate proposals to acquire 100% of the Dexter shares and all of the Life
Technologies shares not owned by Dexter in order, among other things, to
address what may be perceived as a conflict of interest that Dexter and its
officers and directors may have with respect to the relative values of the
Dexter shares and Life Technologies shares.

--------
1 Dexter beneficially owns 75.1% of the outstanding Life Technology
shares, and ISP and the other members of its Schedule 13D Group
beneficially own the remaining 21.6%
2 ISP beneficially owns 9.9% of the outstanding Dexter shares. ISP and
the other members of its Schedule 13D Group beneficially own 21.6% of
the outstanding Life Technologies shares. Dexter beneficially owns
75.1% of the outstanding Life Technologies shares and the public owns
the remaining outstanding shares.

Your Board also believes that independence and experience are key
qualifications for a director of the Company, particularly in light of the
Company's previously announced decision to explore all strategic
alternatives that may be available to maximize shareholder value in the
short term. The Board believes that the ISP nominees lack these qualities.
Two of ISP's nominees -- Samuel Heyman and Sunil Kumar -- are officers and
directors of ISP. The Board believes they would be committed first and
foremost to furthering ISP's interests by virtue of their affiliation with
ISP rather than your interests. According to ISP's proxy statement, ISP's
other hand-picked nominee, Phillip Peller, is a retired accountant who
until April 24, 2000 did not serve on the board of directors of any public
company and does not appear to have had any business experience in the
industries in which the Company operates. Additional information concerning
the backgrounds and experience of ISP's nominees is set forth in the proxy
statement being furnished by ISP in connection with its solicitation of
proxies from the Company's shareholders and, in accordance with Rule
14a-5(c) under the Exchange Act, such information is incorporated herein by
reference.

The Board of Directors believes that Dexter's nominees, on the other
hand, are independent, familiar with the Company and its businesses and
operations and are committed to exploring all strategic alternatives that
may be available to maximize shareholder value. However, no assurance can
be given that our program will maximize shareholder value.

FOR THESE REASONS, YOUR BOARD OF DIRECTORS BELIEVES YOU WOULD BE FAR
BETTER SERVED BY ELECTING THE COMPANY'S NOMINEES -- CHARLES H. CURL, PETER
G. KELLY AND JEAN-FRANCOIS SAGLIO -- TO THE BOARD, AND YOU ARE URGED TO
VOTE FOR THESE INDIVIDUALS ON THE ENCLOSED WHITE PROXY CARD. THE BOARD OF
DIRECTORS URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY ISP.

No assurance can be given that shareholder value will be increased if
the ISP Proposals are rejected and the Board of Directors' proposal to
elect the Company's slate of nominees is adopted. In addition, no assurance
can be given that shareholder value will be increased if the ISP Proposals
are adopted and the Board of Directors' proposal to elect the Company's
slate of nominees is rejected.

The following information relates to the Company's nominees for
reelection at the 2000 annual meeting, the other directors and the named
executive officers of the Company, who include the chief executive officer
and the other four most highly compensated executive officers of the
Company. There are no family relationships among the directors and
executive officers of the Company. The Board of Directors held ten meetings
in 1999.

DEXTER NOMINEES FOR DIRECTORS

Terms Expiring in 2003:
CHARLES H. CURL Director since 1992

[PHOTO] Mr. Curl, age 51, has been president of Curl
& Associates (independent management consulting firm)
since prior to 1995.

Mr. Curl is on the Environmental & Safety
Committee.

PETER G. KELLY Director since 1994

Mr. Kelly, age 62, has been senior principal of
Updike, Kelly & Spellacy, P.C., a Hartford,
Connecticut-based law firm, since 1999 and chairman of
the firm from prior to 1995 to 1999. Mr. Kelly has
been chairman of Meridian Worldwide LLC (public
affairs firm) and Meridian Americas LLC (public
affairs firm) since 1998. From 1997 to 1998, Mr. Kelly
was chairman of the professional advisory council of
C.I.S. Strategies, Ltd. (division of The PBN Company),
and since 1999 has been chairman of The PBN Company
(public relations firm). From prior to 1995 to 1996,
Mr. Kelly was [PHOTO] chairman of Black, Manafort,
Stone & Kelly, a subsidiary of Burson-Marsteller
(worldwide public relations firm). Mr. Kelly was also
the managing director of Black, Kelly, Scruggs &
Healy, a subsidiary of Burson-Marsteller, from 1996 to
1997. Mr. Kelly is a director of Phillips Screw Corp.
(manufacturer and licensor) and a director of Life
Technologies, Inc. (life science/ biotechnology
products), an affiliate of the Company.

Mr. Kelly is on the Audit Committee and the
Environmental & Safety Committee.

JEAN-FRANCOIS SAGLIO Director since 1991

[PHOTO] Mr. Saglio, age 63, has been president of ERSO (a
consulting company in France) since 1994. From
prior to 1994 to 1995, he was senior vice president
of CEA Industrie (industrial and financial holding
company of the French Atomic Energy
Commission). Mr. Saglio is a former member of
the cabinet of M. Pompidou, President of France,
and also served as director of the French
Administration of Environment Protection. Mr.
Saglio is a director of EEM (a French investment
fund).

Mr. Saglio is on the Environmental & Safety
Committee.

DIRECTORS CONTINUING IN
OFFICE

Term expiring in 2002:
HENRIETTA HOLSMAN FORE Director since 1996

Mrs. Fore, age 51, has been chairman and chief
executive officer of Holsman International
(investment and management company) and
chairman and president of Stockton Products,
[PHOTO] formerly Stockton Wire Products (manufacturer of wire
and steel building materials and additives) since
prior to 1995. She is a director of HSB Group, Inc.
(equipment insurance and engineering services).

Mrs. Fore is on the Compensation & Organization
Committee.

BERNARD M. FOX Director since 1990

Mr. Fox, age 57, has been a senior advisor to
Dignitas Partners, a private equity capital general
partnership, since 1999 and has been an
independent consultant to corporations and clients
on strategic, energy and marketing issues since
September 1997. Mr. Fox had been President and
[PHOTO] chief executive officer of Northeast Utilities (public
utility holding company) since prior to 1995 and
had been chairman since August 1995, until his
retirement in September 1997. Mr. Fox is on the
Advisory Board of Cheng Power Systems, Inc.
(advanced electrical generation technology).

Mr. Fox is Chairman of the Audit Committee and is
on the Compensation & Organization Committee.

K. GRAHAME WALKER Director since 1989

Mr. Walker, age 62, has been chairman and chief
executive officer of the Company since prior to
1995. Mr. Walker was President of the Company
[PHOTO] since prior to 1995 until September 1999. He is
chairman of the board of directors of Life
Technologies, Inc.

GEORGE M. WHITESIDES Director since 1985

[PHOTO] Dr. Whitesides, age 60, has been a professor of
chemistry at Harvard University since prior to
1995. Dr. Whitesides is a director of Advanced
Magnetics, Inc. (medical diagnostic products),
Hyperion Catalysis, Inc.(medical products) and is a
director of Life Technologies, Inc.

Dr. Whitesides is Chairman of the Environmental
& Safety Committee and is on the Audit
Committee.

Term Expiring in 2001:
ROBERT M. FUREK Director since 1990

Mr. Furek, age 57, has been chairman of the State
Board of Trustees for the Hartford, Connecticut
public school system since June 1997. Mr. Furek is
also a partner in Resolute Partners, a private equity
investment firm. Mr. Furek served as president and
chief executive officer of Heublein, Inc. (wine and
[PHOTO] spirits producer) from prior to 1995 until his
retirement in December 1996. Mr. Furek is a
director of Massachusetts Mutual Life Insurance
Company (insurance) and Ikon Office Solutions,
Inc. (business communication products and
services).

Mr. Furek is Chairman of the Compensation &
Organization Committee and is on the Audit
Committee.

MARTHA CLARK GOSS Director since 1992

Mrs. Goss, age 50, has been the chief financial
officer of The Capital Markets Company (private
investment consulting and software solutions firm)
since October 1999. Mrs. Goss was vice president
and chief financial officer of Booz, Allen &
Hamilton Inc. from July 1995 to October 1999.
From prior to 1995 to July 1995, Mrs. Goss was a
[PHOTO] senior vice president of The Prudential Insurance
Company of America. From prior to 1995 to July 1995,
Mrs. Goss was the enterprise control officer of The
Prudential Insurance Company of America. Mrs. Goss is
a director of Foster Wheeler Corporation (engineering,
construction and manufacturing).

Mrs. Goss is on the Compensation & Organization
Committee and the Audit Committee.

EDGAR G. HOTARD Director since 1996

Mr. Hotard, age 56, has been an independent
consultant to corporations since January 1999. Mr.
Hotard served as chief operating officer of Praxair,
Inc. (industrial gases supplier) from December
1997 to December 1998 and as President of Praxair
[PHOTO] since prior to 1995 to December 1998. Mr. Hotard
is a director of Global Industries, Ltd. (offshore oil
and gas engineering and construction) and Iwatani
Industrial Gases Corp. (industrial gases supplier in
Japan).

Mr. Hotard is on the Compensation & Organization
Committee and the Environmental & Safety
Committee.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has appointed a Compensation & Organization
Committee, an Audit Committee, and an Environmental & Safety Committee.

The Compensation & Organization Committee is composed of the
following five members, none of whom is an officer or employee of the
Company or its subsidiaries: Robert M. Furek, Chairman, Henrietta Holsman
Fore, Bernard M. Fox, Martha Clark Goss, and Edgar G. Hotard. This
Committee monitors the Company's compensation policy, with particular
emphasis on officer remuneration matters. It also serves as a nominating
committee for the Board of Directors, oversees organizational matters for
the Company and the Board of Directors, and administers the granting of
restricted stock and stock options under the 1999 Long Term Incentive Plan
(the "1999 Plan"). Six meetings of the Compensation & Organization
Committee were held in 1999, and five meetings have been scheduled for
2000.

The Audit Committee is composed of the following five members, none
of whom is an officer or employee of the Company or its subsidiaries:
Bernard M. Fox, Chairman, Robert M. Furek, Martha Clark Goss, Peter G.
Kelly, and George M. Whitesides. The Audit Committee's meetings include, as
a matter of course, private sessions with the Company's independent
certified public accountants and internal auditors. The Audit Committee
recommends the selection of independent accountants to the Board of
Directors and is concerned with the scope and quality of audit and
quarterly reviews performed by the independent accountants as well as other
services provided by them to the Company. The Audit Committee monitors the
Company's Code of Conduct, the integrity of officers, accounting policies,
internal controls and the quality of accounting and published financial
statements. Three meetings of the Audit Committee were held in 1999, and
three meetings have been scheduled for 2000.

The Environmental & Safety Committee is composed of the following
five members: George M. Whitesides, Chairman, Charles H. Curl, Edgar G.
Hotard, Peter G. Kelly, and Jean-Francois Saglio. The Environmental &
Safety Committee monitors and evaluates the Company's environmental and
safety policies and practices and makes recommendations in respect thereof
to the Board of Directors. Three meetings of the Environmental & Safety
Committee were held in 1999, and three meetings have been scheduled for
2000.

During 1999, each of the directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and committees of
the Board of Directors.

COMPENSATION OF DIRECTORS

In 1999, each director of the Company who was not an officer of the
Company or a subsidiary received (a) a fee of $1,000 for each meeting of
the Board (with the exception of meetings not held at the Company's
headquarters, for which a fee of $2,000 was paid), and (b) a fee of $1,000
for each meeting of a permanent committee of the Board. For 1999, the
annual retainers for serving on the Board of Directors of the Company and
for serving as Chairman of a permanent committee were $20,000 and $4,000,
respectively. Under the 1996 Non- Employee Directors' Stock Plan, as
amended, each director receives 50% of his or her annual retainer in the
form of common stock and may also elect to receive all or a portion of the
remainder of his or her retainer in the form of common stock.

Pursuant to the 1996 Non-Employee Directors' Stock Plan (the "1996
Plan") on April 22, 1999, Messrs. Curl, Fox, Furek and Hotard and Mrs. Fore
each elected to receive all of the remainder of the retainer in stock, and
accordingly received an aggregate of 621 shares of the Company's common
stock, issued at fair market value, as such term is defined in the 1996
Plan. Messrs. Kelly, Saglio and Whitesides and Mrs. Goss each received 50%
of their retainer in stock, and accordingly received 310 shares of the
Company's common stock which were issued at fair market value, as such term
is defined in the 1996 Plan. In addition, on December 31, 1999, each
outside director was granted 300 shares of the Company's common stock
pursuant to the Company's 1994 Stock Plan for Outside Directors which were
issued at fair market value, as such term is defined in that plan. As of
December 31, 1999, the aggregate value computed as of the respective dates
of grant of the shares of the Company's common stock received by Messrs.
Curl, Fox, Furek and Hotard and Mrs. Fore was $31,760. The aggregate value
computed as of the respective dates of grant of the shares of the Company's
common stock received by Messrs. Kelly, Saglio and Whitesides and Mrs. Goss
was $21,749.

CERTAIN TRANSACTIONS AND LEGAL MATTERS

Section 16(a) of the Exchange Act, requires the Company's directors,
executive officers and holders of more than 10% of the Company's common
stock to file with the SEC and the New York Stock Exchange reports of
beneficial ownership and changes in beneficial ownership of the common
stock and other equity securities of the Company. These persons are
required by SEC rules to furnish the Company with copies of all Section
16(a) forms they file. Based solely on a review of the copies of those
reports furnished to the Company, the Company believes that, during 1999,
its directors, executive officers and holders of more than 10% of the
Company's Common stock complied with all applicable Section 16(a) filing
requirements.

PROPOSAL (2) RATIFICATION OF SELECTION OF AUDITOR

The Board of Directors, upon recommendation of its Audit Committee,
has selected the firm of PricewaterhouseCoopers LLC
("PricewaterhouseCoopers"), independent certified public accountants, to
audit the accounts of the Company for the year 2000, and it is proposed
that the selection of such firm be ratified by the shareholders at the
annual meeting.

PricewaterhouseCoopers audited the accounts of the Company and
certain employee benefit plans for the year 1999. In connection with its
audit function, PricewaterhouseCoopers reviewed the Company's 1999
quarterly and annual reports to its shareholders and certain filings with
the SEC. In addition, during 1999, PricewaterhouseCoopers provided other
professional services to the Company.

The Audit Committee approved in advance the nature of the
professional services for which the Company retained the firm of
PricewaterhouseCoopers, considering the possible effect of such retention
on the independence of such firm, and has determined that the services
provided were within the scope of such approval. PricewaterhouseCoopers has
no interest, financial or otherwise, direct or indirect, in the Company
other than as independent accountants.

Representatives of PricewaterhouseCoopers are expected to be present
at the meeting and will have an opportunity to make a statement if they
desire to do so and will be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS AS AUDITOR OF
THE ACCOUNTS OF THE COMPANY FOR THE YEAR 2000.

PROPOSAL (3) RIGHTS PLAN BYLAW PROPOSAL

Summary of ISP Proposal

ISP is proposing that shareholders approve a resolution to amend the
Company's Bylaws to require the Board of Directors to amend the Rights
Agreement, dated as of August 23, 1996, between the Company and ChaseMellon
Shareholder Services, L.L.C., as rights agent, as amended (the "Rights
Agreement"), to make the Rights inapplicable to any offers meeting the
criteria set forth in the Rights Plan Amendment Proposal, provided such
proposal is approved by the shareholders, or redeem the rights issued under
the agreement if shareholders adopt a special resolution requiring the
Board to do so. In addition, the proposed Bylaw amendment would require the
Board of Directors to obtain shareholder approval prior to adopting any new
shareholder rights plan, rights agreement or any other form of "poison
pill" which is designed to make or has the effect of making acquisitions of
large holdings of the Company's shares of stock more difficult or
expensive. By its terms the Rights Plan Bylaw Amendment would also require
shareholder approval to alter, amend or repeal the Bylaw amendment, and
under applicable Connecticut law, if validly adopted, the Bylaw amendment
would not be able to be altered, amended or repealed by the Dexter Board of
Directors. Proposal (4), the Rights Plan Amendment Proposal, is conditioned
on the approval of the Rights Plan Bylaw Proposal. The complete text of
ISP's resolution implementing the Rights Plan Bylaw Proposal is attached to
this Proxy Statement as Annex I.

Your Company's Response

Your Board of Directors has received the opinion of Day, Berry &
Howard LLP, its Connecticut counsel, that, although there are no
controlling Connecticut cases directly on point, a Connecticut court
presented with the questions of the appropriateness of shareholder action
of the Rights Plan Bylaw Proposal (and Proposal (4) Rights Plan Amendment
Proposal) and their validity would hold that they are invalid and
unenforceable under Connecticut law and are not proper subjects for
shareholder vote. The opinion states:

o The Proposal is not a proper subject for action by the
shareholders of the Company because it would violate both
Section 33-640(b)of the Connecticut Business Corporation Act,
which sets forth the permitted content of bylaws, and also
Section 33-735(b), which requires that a limit on the authority
of a corporation's board of directors must appear in its
certificate of incorporation or in an agreement to which all of
its shareholders have subscribed.

o The Proposal also negates the power over the terms, form and
content of rights which Section 33-675 of the Connecticut
Business Corporation Act (authorizing Connecticut corporations
to issue rights for the purchase of their shares), clearly
grants to the Company's Board of Directors and specifies that
the Board shall exercise.

o By conflicting with the Board's authority under Section 33-675,
the Proposal would be "inconsistent with law" and thus is
invalid under Section 33-640(b) of the Connecticut Business
Corporation Act.

In addition to its belief that this Proposal is illegal, the Board
of Directors believes that adoption of the Bylaw amendment relating to the
Rights Agreement proposed by ISP would not be in the best interests of the
Company or its shareholders, and would, in fact, expose shareholders to
coercive tender offers and undervalued takeover bids without adequate
protection. The legality of the Rights Plan Bylaw Proposal and Rights Plan
Amendment Proposal is being litigated in the Federal District Court in
Connecticut and will ultimately be decided by the courts. In what we
believe to be the very unlikely event that the Rights Plan Bylaw Proposal
and Rights Plan Amendment Proposal are determined to be valid, and if they
were to have received the requisite number of votes for approval at our
annual meeting, they would become effective. A more complete discussion of
the pending litigation between ISP and Dexter is set forth under the
heading "Certain Litigation."

As ISP correctly stated in its proxy statement:

"Poison pills are considered extremely potent corporate
takeover defense mechanisms, and Dexter's existing Rights Agreement
may be viewed as being aligned with shareholder interests.
Proponents of poison pills assert that rights plans, such as the
Rights Agreement, enable the board to respond in an orderly manner
to unsolicited bids by providing sufficient time to carefully
evaluate the fairness of an unsolicited offer and the credibility
of the bidder, and thereby giving the board the flexibility to
explore alternative strategies for maximizing shareholder value. It
has been argued that poison pills deter abusive takeover tactics.
PROPONENTS OF POISON PILLS ALSO ASSERT THAT RIGHTS PLANS PROVIDED
INCENTIVES FOR A POTENTIAL BIDDER TO NEGOTIATE IN GOOD FAITH WITH
THE BOARD, AND THAT SUCH NEGOTIATIONS ARE LIKELY TO MAXIMIZE VALUE
FOR SHAREHOLDERS BY SOLICITING THE HIGHEST POSSIBLE PRICE FROM THE
BIDDER." (Emphasis added.)

It is precisely for these reasons that Dexter adopted a rights
agreement and has caused it to remain in place. The Company believes that
the current Board is in the best position to evaluate and negotiate on
behalf of all shareholders any potential offer and to develop alternatives
to maximize shareholder value. The Rights Agreement is designed to
encourage prospective acquirors to negotiate directly with the Board of
Directors, and in the Board's view, the Rights Agreement provides the Board
necessary flexibility in such negotiations. The Rights Agreement protects
shareholders against abusive takeover tactics that do not treat all
shareholders fairly and equally, such as partial and two-tiered tender
offers and creeping stock accumulation programs.

Dexter's shareholders are also protected from abusive takeover
practices by Dexter's Certificate of Incorporation, Bylaws and the
Connecticut Business Corporation Law. Dexter's Certificate of Incorporation
provides that: (1) directors serve staggered terms, preventing any
independent shareholder or group of shareholders from gaining a majority of
the seats on Dexter's Board in a single year, and (2) Dexter is authorized
to issue "blank check" preferred stock which can be used to dilute the
ownership or voting power of a bidder not approved by the Board. Dexter's
Bylaws provide that a special meeting of shareholders may be called by the
chief executive officer, the Board of Directors and at the written request
of 35% of the outstanding common stock. The Connecticut Business
Corporation Law provides that: (1) certain transactions, including mergers,
with a beneficial owner of more than 10% of a company's voting stock are
subject to approval by the company's board, 80% of the voting power of the
outstanding shares and 66-2/3% of voting power of the disinterested
shareholders, unless certain "fair price" requirements are met, (2)
business combinations with a beneficial owner of more than 10% of a
company's voting stock are prohibited for five years, unless, prior to the
date on which the party became a 10% beneficial owner, either the business
combination or the share purchase making such person a 10% beneficial owner
was approved by the company's board, (3) action may be taken without a
meeting if consent in writing is signed by all of the persons who would be
entitled to vote upon such action at a meeting, and (4) in deciding on
mergers and other business combinations, directors must consider the
long-term and short-term interests of the corporation and its shareholders,
the interests of employees, customers, creditors and suppliers, and
community and societal considerations.

ISP's proxy statement states:

"Our Poison Pill Bylaw Proposal and Poison Pill Amendment
Proposal, taken together, would in effect remove Dexter's
poison pill with respect to any offer for all outstanding
Dexter shares for at least $45 per share in cash."

The Dexter Board determined in December of 1999 that ISP's original offer
of $45 per share was inadequate. More importantly, on March 23, 2000, Mr.
Heyman increased the price of ISP's cash merger proposal from $45.00 to
$50.00 per share. Also, on March 23, 2000, Dexter's counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, received a letter from ISP's counsel, Weil,
Gotshal & Manges LLP, requesting an amendment to the Rights Plan Amendment
Proposal to reflect the March 23rd increase in the price of ISP's
acquisition proposal from $45.00 to $50.00 per share. Dexter's counsel
responded to such letter by reiterating Dexter's belief that ISP's Rights
Plan Amendment Proposal is illegal and not a proper subject for action by
Dexter's shareholders and suggesting that ISP consider withdrawing its
Rights Plan Amendment Proposal in order to eliminate the necessity for
explaining why it is advancing an amendment and resolution with a $45.00
per share floor when ISP's proposal was at $50.00 and might be some other
number in the future -- as in fact it is since ISP's May 23, 2000 reduction
in its offer from $50.00 per share to $45.00 per share. WE BELIEVE THAT
ISP'S COUNSEL'S LETTER AND ISP'S SUBSEQUENT REDUCTION IN PRICE EXHIBIT
QUITE CLEARLY AND SIMPLY ONE OF THE PROBLEMS WITH THE RIGHTS PLAN BYLAW
PROPOSAL AND THE RIGHTS PLAN AMENDMENT PROPOSAL -- THAT IS, INCLUDING A
SPECIFIC PRICE IN THE RIGHTS PLAN AMENDMENT PROPOSAL CAUSES THESE PROPOSALS
AT ANY GIVEN TIME NOT TO PROTECT THE BEST INTERESTS OF THE DEXTER
SHAREHOLDERS. Notwithstanding all the positive attributes that the
Company's rights plan afforded the Dexter shareholders prior to its
amendment on February 8, 2000, the Board of Directors decided to address in
what it believes to be a fair and constructive manner the concerns raised
by Mr. Heyman about the applicability of the Company's Rights Agreement to
certain offers or transactions.

Poison pills tend to be criticized generally on the grounds that
they force potential investors to negotiate potential acquisitions with
management, instead of making their offer directly to the shareholders.
Poison pills can pose an obstacle to a takeover such that management
becomes entrenched, which adversely affects shareholder value and can deter
acquisition offers that would be in the best interests of shareholders. The
effect of a rights plan is to render more difficult the assumption of
control by a principal shareholder, and thus make more difficult the
removal of management, even if such removal would be beneficial to
shareholders. In order to ensure that you receive what the Board believes
would be the maximum value for your Dexter shares, the Board authorized,
among other things, an amendment to the Company's Rights Agreement causing
the rights to be inapplicable to any tender or exchange offer that:

o is for all outstanding Dexter shares,
o is fully financed,
o is, in the Board's reasonable judgment, substantially
unconditional,
o remains available to Dexter shareholders for 60 days,
and
o assuming all of the foregoing conditions are met,
Dexter's investment banker opines is at a price that
is fair to the Dexter shareholders.

An acquisition of 11% of the common shares of Dexter that does not
meet the criteria listed above would trigger the rights under Dexter's
Rights Agreement, except in the case where the acquiring party is the
beneficial owner of less than 20% of the outstanding shares of the Company
and is entitled to report its ownership on Schedule 13G under the federal
securities laws.

DEXTER BELIEVES THAT THE FEBRUARY AMENDMENT TO ITS RIGHTS PLAN IS
IN YOUR BEST INTERESTS AND APPROPRIATELY ADDRESSES ANY CONCERNS THAT ISP
MAY HAVE REGARDING YOUR BOARD NOT ACTING IN YOUR BEST INTERESTS WITH
RESPECT TO AN ACQUISITION PROPOSAL THAT MAXIMIZES SHAREHOLDER VALUE. We
believe that any objections that Mr. Heyman has to this action are nothing
more than self-serving complaints because ISP may not be able to acquire
your company on terms and conditions that Mr. Heyman sets and that he
believes are best for him and the shareholders of ISP. We believe Mr.
Heyman has an inherent conflict of interest, being a shareholder in both
Dexter and Life Technologies and being the Chairman of the Board of ISP. By
virtue of ISP's larger percentage ownership interest in Life Technologies
than in Dexter, we believe Mr. Heyman's primary interest is in maximizing
the value of his Life Technologies investment rather than maximizing the
value of the Dexter shares -- particularly when you consider the conflict
Mr. Heyman has as Chairman of ISP and his fiduciary obligation to act in
the best of interests of the ISP shareholders. See, "Proposal (1) Election
of Directors" for a more complete discussion of these conflicts of interest
as well as potential perceived conflicts of interest that Dexter and its
officers and directors may have. Mr. Heyman's proxy materials recite that
neither he nor Sunil Kumar would participate in any Dexter Board action
relating to an ISP acquisition proposal or any other business combination
transaction while an ISP proposal is in effect and would act in accordance
with their fiduciary duties to the Dexter shareholders with respect to any
action they take as Dexter directors. However, we cannot understand how Mr.
Heyman and ISP can act in your best interests with all the other
constituencies they have to serve.

Dexter believes that the Rights Plan Bylaw Proposal is invalid
under Connecticut law because it is an impermissible attempt to
circumscribe the authority of Dexter's Board to determine the terms and
conditions of the Company's Rights Agreement. Under the relevant provision
of the Connecticut Business Corporation Act, Section 33-735, the
fundamental power to run a corporation rests with its board of directors,
and the only permissible limitations on this authority are provisions that
are set forth in the Company's certificate of incorporation. Despite this
clear mandate, Dexter believes ISP is attempting to impose such a
restriction on the Dexter Board through an impermissible bylaw amendment.
Moreover, the Connecticut Business Corporation Act, Section 33-675, grants
the Board exclusive statutory authority to determine the details regarding
the Company's Rights Agreement. For these reasons, Dexter does not plan to
implement the actions contemplated by the Rights Plan Bylaw Proposal,
whatever the outcome of the vote is. However, in order to give shareholders
the opportunity to moot the issue by voting this proposal down, Dexter will
present it to the annual meeting. The legality of the Rights Plan Bylaw
Proposal and Rights Plan Amendment Proposal is being litigated in the
Federal District Court in Connecticut and will ultimately be decided by the
courts. In what we believe to be the very unlikely event that the Rights
Plan Bylaw Proposal and Rights Plan Amendment Proposal are determined to be
valid, and if they were to have received the requisite number of votes for
approval at our annual meeting, they would become effective. A more
complete discussion of the pending litigation between ISP and Dexter is set
forth under the heading "Certain Litigation."

Finally, we would like to re-emphasize one particularly important
fact in this context. The Board of Dexter has clearly and unambiguously
declared that it is exploring alternatives to maximize shareholder value in
the short term. This declaration necessarily excludes any attempt to
utilize the Rights Plan to keep Dexter independent in the face of a
business combination proposal that is fair and capable of being
consummated. It is equally exclusive of any effort to discriminate among
bidders on any basis except what is in your best interests as a group.
However, no assurance can be given that our program will maximize
shareholder value. Please remember that ISP is a bidder in the Board's
value maximization process; ISP is not a fiduciary with the highest duty of
care and loyalty to you charged with protecting your interests exclusively.
It is important to understand what this means: ISP's Rights Plan proposals
with respect to the Rights Plan are not only illegal -- more significantly,
we believe, they are self-serving because they could eliminate one of the
tools your Board could use to make sure you get the best price for your
shares. YOU CAN BE ASSURED THAT WHEN THE NEW CONDITIONS OF THE RIGHTS PLAN
ARE SATISFIED -- OFFER FOR 100% OF THE SHARES, FULLY FINANCED,
UNCONDITIONAL AND OPEN FOR 60 DAYS SO NO ONE MISSED OUT -- YOUR BOARD WILL
BE ASKING LEHMAN BROTHERS INC. FOR AN OPINION THAT THE OFFER IS FAIR.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
RIGHTS PLAN BYLAW PROPOSAL (PROPOSAL 3) .

PROPOSAL (4) RIGHTS PLAN AMENDMENT PROPOSAL

Summary of ISP Proposal

In connection with the Rights Plan Bylaw Proposal, ISP is proposing
the adoption of a special shareholder resolution. The resolution will
require the Board to amend the Rights Agreement to make it inapplicable to
any offer for all outstanding shares of Common Stock at a price of at least
$45.00 per share in cash. The Rights Plan Amendment Proposal is conditioned
on the approval of Proposal (3), the Rights Plan Bylaw Proposal. The
complete text of ISP's resolution implementing the Rights Plan Amendment
Proposal is attached to this Proxy Statement as Annex II.

Your Company's Response

As discussed above under "Proposal (3) Rights Plan Bylaw
Proposal--Your Company's Response," we believe that the ISP Proposals,
including the Rights Plan Amendment Proposal, were designed to ensure that
ISP would succeed in acquiring your Company at a price and on terms that
were acceptable to it but that did not represent the maximum value
obtainable for all Dexter shareholders. The Rights Plan Amendment Proposal
is designed to cause the Company to amend the Rights Agreement to make the
rights inapplicable to any offer for all of the Company's outstanding
shares for consideration of at least $45.00 in cash--a price that your
Board has previously determined to be inadequate. Dexter's counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, received a letter from ISP's
counsel, Weil, Gotshal & Manges LLP, requesting an amendment to the Rights
Plan Amendment Proposal to reflect the March 23rd increase in the price of
ISP's acquisition proposal from $45.00 to $50.00 per share. Dexter's
counsel responded to such letter by reiterating Dexter's belief that ISP's
Rights Plan Amendment Proposal is illegal and not a proper subject for
action by Dexter's shareholders and suggesting that ISP consider
withdrawing its Rights Plan Amendment Proposal in order to eliminate the
necessity for explaining why it is advancing an amendment and resolution
with a $45.00 per share floor when ISP's proposal was at $50.00 and might
be some other number in the future, as in fact it is since ISP's May 23,
2000 reduction in its offer from $50.00 per share to $45.00 per share.
Moreover, as discussed above, the Company amended the Rights Agreement to
address the concerns raised by ISP about the applicability of the Rights
Agreement to certain offers or transactions in what the Board believes is a
fair and constructive manner. No assurance can be given that shareholder
value will be increased if the ISP Proposals are rejected and the Board of
Directors' proposal to elect the Company's slate of nominees is adopted. In
addition, no assurance can be given that shareholder value will be
increased if the ISP Proposals are adopted and the Board of Directors'
proposal to elect the Company's slate of nominees is rejected.

You should also be aware that the Company received the opinion of
Day, Berry & Howard LLP, its Connecticut counsel, that, although there are
no controlling Connecticut cases directly on point, a Connecticut court
presented with the questions of the appropriateness of shareholder action
of this proposal and its validity would hold that it is invalid and
unenforceable under Connecticut law. The opinion states that the Rights
Plan Amendment Proposal would seek to control the judgment and
decision-making authority which the Dexter Board has under Section
33-735(b) of the Connecticut Business Corporation Act in a manner not
authorized under such Section of the Connecticut statute, and would
diminish the mandated authority of the Dexter Board under Section 33-675 of
the Connecticut Business Corporation Act to determine the terms, form and
content of rights.

As also discussed above under "Proposal (3) Rights Plan Bylaw
Proposal -- Your Company's Response," it is Dexter's position that ISP's
Rights Plan Amendment Proposal is an impermissible attempt to circumscribe
the authority of Dexter's Board to determine the terms and conditions of
the Company's Rights Agreement. Under the relevant provision of the
Connecticut Business Corporation Act, Section 33-735, the fundamental power
to run a corporation rests with its board of directors, and the only
permissible limitations on this authority are provisions that are set forth
in the Company's certificate of incorporation. Despite this clear mandate,
Dexter believes ISP is attempting to impose such a restriction on the
Dexter Board through an impermissible bylaw amendment and resolution.
Moreover, the Connecticut Business Corporation Act, Section 33-675, grants
the Board exclusive statutory authority to determine the details regarding
the Company's Rights Agreement. For these reasons, Dexter does not plan to
implement the actions contemplated by the Rights Plan Amendment Proposal,
whatever the outcome of the vote is. However, in order to give shareholders
the opportunity to moot the issue by voting this proposal down, Dexter will
present it to the annual meeting. The legality of the Rights Plan Bylaw
Proposal and Rights Plan Amendment Proposal is being litigated in the
Federal District Court in Connecticut and will ultimately be decided by the
courts. In what we believe to be the very unlikely event that the Rights
Plan Bylaw Proposal and Rights Plan Amendment Proposal are determined to be
valid, and if they were to have received the requisite number of votes for
approval at our annual meeting, they would become effective. A more
complete discussion of the pending litigation between ISP and Dexter is set
forth under the heading "Certain Litigation."

FOR THESE REASONS THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE AGAINST THE RIGHTS PLAN AMENDMENT PROPOSAL (PROPOSAL 4).

PROPOSAL (5) BYLAW REPEAL PROPOSAL

Summary of ISP Proposal

ISP is proposing to repeal any Bylaw amendments adopted by the
Board between February 26, 1999 and the date of the 2000 annual meeting.
The complete text of ISP's resolution implementing the Bylaw Repeal
Proposal is attached to this Proxy Statement as Annex III.

Your Company's Response

The Company's Bylaws provide that the directors may alter, amend or
repeal any bylaw other than bylaws adopted by the Dexter shareholders that
expressly provide they may not be altered, amended or repealed by the
directors. The Dexter Board has neither adopted nor amended or repealed any
provisions of its Bylaws since February 26, 1999. In addition, the Board
has not taken any other action during this time period with respect to the
Bylaws. Moreover, the Board does not intend to take any action in
connection with its Bylaws that would frustrate any third party proposal
that the Board believes will maximize the value of your shares.
Accordingly, this proposal is illusory and any vote cast for this proposal
will be of no effect.

FOR THESE REASONS THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE AGAINST THE BYLAW REPEAL PROPOSAL (PROPOSAL 5).

COMPENSATION OF EXECUTIVE OFFICERS

The following table contains information concerning compensation paid
or to be paid to the chief executive officer ("CEO") and the other four
most highly compensated executive officers of the Company for services
rendered to the Company and its subsidiaries during the past three
completed fiscal years.

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION

ANNUAL COMPENSATION AWARDS
NAME, AGE,
PRINCIPAL POSITION ALL OTHER
AND EXPERIENCE OTHER ANNUAL(1) RESTRICTED STOCK OPTIONS COMPENS-
WITH THE COMPANY YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($)(2) (#) ATION($)(3)
---------------- ---- --------- -------- --------------- -------------- ---- -----------

<S> <C> <C> <C> <C> <C> <C> <C>
K. Grahame Walker, 62 1999 692,500 539,630 10,010 363,600 55,000 192,171
Chairman and
Chief Executive Officer 1998 660,000 164,835 9,239 384,100 64,000 130,894
since 1993, President 1997 615,563 461,670 9,025 373,438 55,000 168,321
from 1993 to Sept. 1999

Kathleen Burdett, 44 1999 275,500 180,330 762 170,438 17,500 54,411
Vice President and
Chief Financial Officer, 1998 261,250 57,420 692 183,700 16,000 46,535
since 1995 1997 247,000 156,730 789 164,313 10,000 63,057

David G. Gordon, 48 1999 256,333 124,537 1,051 132,563 15,000 46,645
President and Chief
Operating Officer since 1998 223,750 39,774 580 125,250 15,000 30,739
September 1999
(Vice President and 1997 211,000 83,084 44,271 119,500 10,000 45,760
President, Nonwoven
Materials Business 1996
to Sept. 1999; President
of D&S Plastics
International from
prior to 1995 to 1996)

John D. Thompson, 50 1999 219,750 143,840 927 124,988 15,000 43,191
Senior Vice President, 1998 211,000 44,270 0 125,250 15,000 36,588
Strategic and Business
Development since 1995 1997 203,125 122,050 1,020 119,500 6,000 47,531

Bruce H. Beatt, 47 1999 220,250 114,420 929 124,988 9,000 40,195
Vice President, General 1998 209,875 36,690 857 125,250 8,000 32,424
Counsel and Secretary 1997 201,625 106,730 608 119,500 6,000 42,399
since 1992

----------

(1) The other annual compensation reported above includes the
amounts paid by the Company to the executive officers for
reimbursement of income taxes incurred by the executive
officers in connection with the term life insurance premiums
paid by the Company on the executive officers' behalf. For
David G. Gordon, the other annual compensation reported above
also includes relocation expenses of $43,356 in 1997.

(2) The restricted stock awards reported above, which were made
pursuant to the 1999 Plan in 1999, show the dollar value of
such awards on the date of grant. As of December 31, 1999, the
aggregate number and value of restricted shares held by the
named executive officers are as follows: K. Grahame Walker --
51,434 shares, $2,044,502; Kathleen Burdett -- 21,142 shares,
$840,395; David G. Gordon -- 11,460 shares, $455,535; John D.
Thompson - 14,796 shares, $588,141 and Bruce H. Beatt --
13,972 Shares, $555,387. Unless and until the restricted
shares are forfeited, dividends will be paid on such shares.
Additional information regarding the restricted shares issued
to the named executive officers is set forth below under the
heading "Long Term Incentive Plan -- Awards in Last Fiscal
Year."

(3) The other compensation reported above for all executive
officers is composed of five principal components: (a) the
contribution payable under the Dexter ESPRIT Plan, (b) the
benefit payable under the Amended and Restated Retirement
Equalization Plan, and (c) term life insurance premiums. The
respective amounts for each of the named executive officers
are as follows: K. Grahame Walker -- $19,378, $160,820 and
$11,966; Kathleen Burdett -- $19,232, $34,319 and $860; David
G. Gordon -- $19,286, $26,103 and $1,256; John D. Thompson --
$19,259, $22,824 and $1,108; and Bruce H. Beatt -- $19,151,
$19,934 and $1,110.
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table discloses information concerning individual
grants of stock options made during the last completed fiscal year to the
executive officers named in the Summary Compensation Table.

OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

POTENTIAL REALIZABLE VALUE
AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION 5% 10%
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE ($)(A) ($)(A)

<S> <C> <C> <C> <C> <C> <C>
K. Grahame Walker 18,333 7.7% $37.7188 April 22, 2005 $235,176 $533,533
18,333 7.7% $37.7188 April 22, 2006 $281,509 $656,037
18,334 7.7% $37.7188 April 22, 2007 $330,178 $790,833

Kathleen Burdett 5,833 2.4% $37.7188 April 22, 2005 $ 74,826 $169,754
5,833 2.4% $37.7188 April 22, 2006 $ 89,586 $208,731
5,834 2.4% $37.7188 April 22, 2007 $105,065 $251,648

David G. Gordon 5,000 2.1% $37.7188 April 22, 2005 $ 64,140 $145,512
5,000 2.1% $37.7188 April 22, 2006 $ 76,777 $178,922
5,000 2.1% $37.7188 April 22, 2007 $ 90,045 $215,674

John D. Thompson 3,000 1.3% $37.7188 April 22, 2005 $ 38,484 $ 87,307
3,000 1.3% $37.7188 April 22, 2006 $ 46,066 $107,353
3,000 1.3% $37.7188 April 22, 2007 $ 54,027 $129,404

Bruce H. Beatt 3,000 1.3% $37.7188 April 22, 2005 $ 38,484 $ 87,307
3,000 1.3% $37.7188 April 22, 2006 $ 46,066 $107,353
3,000 1.3% $37.7188 April 22, 2007 $ 54,027 $129,404
----------
(a) The five percent and ten percent rates of appreciation were
set by the Securities and Exchange Commission and are not
intended to forecast future appreciation of the Company's
common stock.

</TABLE>

The option grants described in the foregoing table were made pursuant to
the 1999 Plan. On April 22, 1999, three grants of stock options were made
to each of the above-named executive officers. The first grant will vest on
April 22, 2000, the second grant will vest on April 22, 2001, and the third
grant will vest on April 22, 2002. All grants become exercisable without
regard to any performance-based conditions upon vesting. All options expire
five years after vesting. The exercise price for all options granted in
1999 under the 1999 Plan is the fair market value per share of the
Company's common stock on the date of grant and is not subject to change.
The 1999 Plan permits the grant of stock appreciation rights in tandem with
options or as freestanding awards.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The table set forth below discloses certain information concerning
the exercise of stock options during the last completed fiscal year by the
executive officers named in the Summary Compensation Table as well as
certain information concerning the number and value of unexercised options.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AND SARS
OPTIONS AND SARS AT FY-END($)(A)
AT FY-END(#)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/

NAME EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE

<S> <C> <C> <C> <C> <C> <C>
K. Grahame Walker..... 21,666 $ 196,869 101,500 / 116,001 $1,003,634 / $291,618

Kathleen Burdett...... 4,000 $ 16,167 19,333 / 31,501 $174,212 / 68,261

David G. Gordon....... 414 $ 4,428 29,586 / 28,334 $300,610 / $63,183

John D. Thompson...... 2,000 $ 10,062 13,000 / 16,334 $132,427 / $37,906

Bruce H. Beatt........ 2,666 $ 21,434 12,834 / 16,334 $130,041 / $37,906

----------

(a) The value of unexercised options was determined using the
closing price of the Company's common stock as of December 31,
1999.
</TABLE>

LONG TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR

The table set forth below discloses certain information concerning
the grant of restricted shares of the Company's common stock during the
last completed fiscal year to the executive officers named in the Summary
Compensation Table. The grants were made pursuant to the 1999 Plan.

LONG TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR

NUMBER OF PERFORMANCE
SHARES, OR OTHER
UNITS PERIOD UNTIL
OR OTHER MATURATION OR ESTIMATED FUTURE PAYOUTS UNDER
NAME RIGHTS PAYOUT(A) NON-STOCK PRICE-BASED PLANS
-------- ----------
--------------------------------------------------------------
THRESHOLD(B) TARGET(C) MAXIMUM(C)
(# OF SHARES) (# OF SHARES) (# OF SHARES)

<S> <C> <C> <C> <C> <C>
K. Grahame Walker 9,600 April 22, 2002 2,400 9,600 9,600
Kathleen Burdett 4,500 April 22, 2002 1,125 4,500 4,500
David G. Gordon 3,500 April 22, 2002 875 3,500 3,500
John D. Thompson 3,300 April 22, 2002 825 3,300 3,300
Bruce H. Beatt 3,300 April 22, 2002 825 3,300 3,300
----------

(a) The restricted shares reported in this table were granted to the
named executive officers on April 22, 1999, and are subject to two
types of restrictions: (a) restrictions based on the achievement by
the Company of certain financial targets during the three year
period commencing on January 1, 1999 and ending on December 31,
2001 ("performance target restrictions"), and (b) restrictions
based on continuous employment by the Company over specified
periods of time ("time-lapse restrictions"). Seventy-five percent
of the restricted shares granted to each executive officer are
subject to both performance target restrictions and time-lapse
restrictions. The remaining twenty-five percent are subject solely
to time-lapse restrictions, which will lapse if the executive
officer remains in the Company's employment through the date set
forth in this column.

(b) If the Company fails to achieve at least 85% of the financial
targets established for the performance target restrictions, then
all the shares subject to performance target restrictions will be
forfeited. Thus, the "Threshold" amount shown in this column is
the number of restricted shares which are subject solely to
time-lapse restrictions.

(c) The "Target" amount reflects the number of shares for which the
performance restrictions will lapse if the Company achieves 100%
of the financial targets. No additional shares will be awarded if
the Company achieves more than 100% of the financial targets.
Accordingly, the "Maximum" amount is the same as the "Target"
amount.
</TABLE>

PENSION PLANS

The Company maintains the Dexter Pension Plan for the employees of
certain business units. Employees are eligible to participate in the
pension plan after one year of service and after attaining age 21 and
become fully vested after five years of service. The annual benefit payable
upon normal retirement is equal to the sum of: (i) 1.5% of a participant's
average compensation times the participant's years of service prior to
January 1, 1976; (ii) 1% of the participant's average annual compensation
times the participant's years of service after December 31, 1975; and (iii)
.5% of the participant's average annual compensation in excess of Social
Security covered compensation times the participant's years of service
after December 31, 1975. For purposes of calculating the annual benefit, a
participant shall be credited with no more than 35 years of service. The
annual benefit payable upon normal retirement (age 65) is reduced or
increased, respectively, if the participant elects an early or postponed
retirement. Mr. Walker, while employed by a business unit of the Company,
participated in the pension plan. The estimated annual benefit payable
under the pension plan to Mr. Walker upon normal retirement is $47,018. Ms.
Burdett, Mr. Gordon, Mr. Thompson and Mr. Beatt are not participants in the
Company's pension plan.

John D. Thompson, while an employee of Life Technologies, Inc.
("LTI"), participated in the LTI Pension Plan. Mr. Thompson is fully vested
in the LTI Pension Plan. Under the LTI Pension Plan, normal retirement age
is 65, and actuarially reduced benefits are available to participants who
are age 55 and have ten years of service. In general, under the LTI Pension
Plan, the participant accrues an annual retirement benefit equal to 1% of
the participant's final five-year average LTI compensation times the number
of years of service credited after October 31, 1975. Eligible compensation
is defined as salary, hourly wages, bonus and commissions. The estimated
annual benefit payable to Mr. Thompson under the LTI Pension Plan upon
normal retirement is $23,201.

The Company has a supplemental retirement plan intended to provide
retirement benefits, supplementing those provided under other plans, to
certain executive officers and key employees. The executive officers named
in the Summary Compensation Table are participants in the supplemental
retirement plan. Upon retirement, participants are entitled to receive an
annual benefit equal to 55% of their average final compensation (the annual
average of (a) salaries, and (b) cash incentive payments, during the
highest 60 consecutive calendar months of a participant's last ten years as
a participant in the plan) less all other retirement benefits received
(including the full primary Social Security benefit and all retirement
benefits from other Company-related plans and plans of other employers).
Unless otherwise stipulated by the Board of Directors, such annual benefit
will be reduced ratably for employment of less than, and will not be
increased for employment of more than, 20 years of service with the
Company.

The following table shows the estimated annual benefit (prior to an
offset for other retirement benefits received) which participants are
entitled to receive under the supplemental retirement plan, on a straight
life annuity basis assuming retirement at age 65 in the indicated
compensation classification with certain years of service. If the annual
retirement benefits payable to a participant under other Company-related
plans and plans of other employers (plus his or her primary Social Security
benefit) exceed the annual retirement benefit shown in the table, the
participant will instead receive the benefits payable under those other
plans.

AVERAGE
FINAL YEARS OF SERVICE
COMPENSATION 15 20 25 30 35
------------

$125,000 $51,563 $68,750 $68,750 $68,750 $68,750
150,000 61,875 82,500 82,500 82,500 82,500
175,000 72,188 96,250 96,250 96,250 96,250
200,000 82,500 110,000 110,000 110,000 110,000
225,000 92,813 123,750 123,750 123,750 123,750
250,000 103,125 137,500 137,500 137,500 137,500
300,000 123,750 165,000 165,000 165,000 165,000
350,000 144,375 192,500 192,500 192,500 192,500
400,000 165,000 220,000 220,000 220,000 220,000
450,000 185,625 247,500 247,500 247,500 247,500
500,000 206,250 275,000 275,000 275,000 275,000

The number of credited years of service as of December 31, 1999 is
34 for K. Grahame Walker, 18 for Kathleen Burdett, 24 for David G. Gordon,
21 for John D. Thompson and 9 for Bruce H. Beatt.

SEVERANCE AGREEMENTS

The Company has entered into agreements with the executive officers
named in the Summary Compensation Table and with certain other executive
officers and key employees of the Company which, in the event of a change
of control, as such term is defined in the agreements, provide for certain
benefits. Agreements entered into by the Company and the executive officers
named in the Summary Compensation Table provide for benefits in the
following circumstances:

o involuntary termination of the individual's employment within
395 days of the occurrence of the change in control for reasons
other than death, permanent disability, attainment of age 65 or
cause;

o resignation within 395 days of the occurrence of the change
of control for good reason; and

o resignation for any reason during the thirty-day period
immediately preceding the expiration of the severance period.

In such circumstances, the employee shall be entitled to a severance
payment equal to a certain percentage (200% in the case of the executive
officers named in the Summary Compensation Table) of (i) the employee's
base salary at the time of termination or resignation, and (ii) the highest
annual incentive compensation paid in any of the three full years
immediately prior to the change of control. In addition, the employee will
be entitled to a continuation of certain employee welfare benefits for a
certain period (two years in the case of the executive officers named in
the Summary Compensation Table) provided by the Company on the date of the
change in control, and the employee will be credited with a certain number
of additional years of service (two in the case of the executive officers
named in the Summary Compensation Table) for retirement income plan
purposes. The employees are also entitled to receive additional payments,
if necessary, to reimburse the employee for (i) any legal expenses, plus
interest thereon, incurred in enforcing or defending a severance agreement,
and (ii) any excise tax liability that may be imposed by reason of Section
4999 of the Internal Revenue Code. For purposes of the severance
agreements, the term "change of control" generally means:

o a person acquires beneficial ownership of 19% or more of the
Company's common stock;

o certain changes in the composition of a majority of the
Company's board of directors from such composition on September
20, 1999, except such changes approved by two-thirds of such
directors;

o except as otherwise specifically provided for in the agreements
the Company is reorganized, merged, consolidated or sells, or
otherwise disposes of substantially all of its assets; or

o approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

The provisions of the severance agreements will therefore be
triggered if the Connecticut District Court were to uphold the validity of
the Board Size Bylaw Proposal and the Additional Directors Election
Proposal and each such proposal were to receive the legally requisite vote
for approval by the Dexter shareholders. See the discussion under the
headings "Proxy Statement" and "Certain Litigation."

REPORT OF COMPENSATION & ORGANIZATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation & Organization Committee ("Compensation Committee")
is responsible for, among other things, establishing the compensation
policies applicable to executive officers of the Company. The Compensation
Committee is composed exclusively of outside directors. There are presently
five members: Robert M. Furek, Chairman, Henrietta Holsman Fore, Bernard M.
Fox, Martha Clark Goss and Edgar G. Hotard.

OVERALL POLICY

The Company's executive compensation program is designed to be linked
to corporate performance and return to shareholders. Of particular
importance to the Company is its ability to grow and enhance its long-term
competitiveness. Shorter term performance, although scrutinized by the
Compensation Committee, stands behind the issue of furthering the Company's
strategic goals. To this end, the Company has developed an overall
compensation strategy and specific compensation plans that tie a
significant portion of executive compensation to the Company's success in
meeting specified performance goals and to growth of the Company's stock
price. The overall objectives of this strategy are to attract and retain
the best possible executive talent, to motivate these executives to achieve
the goals inherent in the Company's business strategy, to link executive
and shareholder interests through equity-based plans and to provide a
compensation package that recognizes individual contributions as well as
overall business results.

Each year the Compensation Committee conducts a full review of the
Company's executive compensation program. This review includes a
comprehensive evaluation, based on compensation surveys prepared by
independent compensation consultants, of the competitiveness of the
Company's compensation program and a comparison of the Company's executive
compensation to a peer group of public corporations (the "Compensation Peer
Group") which, in the view of the Compensation Committee, represent the
Company's most direct competitors for executive talent. There are currently
17 companies in the Compensation Peer Group, which is subject to occasional
change as the Company or its competitors change their focus, merge or are
acquired, or as new competitors emerge. It is the Compensation Committee's
policy to target overall compensation for executive officers of the Company
at a level which is at the median paid for such positions by the
Compensation Peer Group. A variety of other factors, however, including
position and time in position, experience, and both company performance and
individual performance, will have an impact on individual compensation
amounts.

The Compensation Committee believes that the Compensation Peer Group
represents the group of companies for which remuneration data is available
that compete most directly with the Company for executive talent. It should
be noted that, while there are overlaps, the Compensation Peer Group is
composed of a different group of companies than is contained in either of
the indices used in the performance graph contained in this proxy
statement.

The Compensation Committee approves the compensation of the executive
officers of the Company, including the individuals whose compensation is
detailed in this proxy statement, and reviews the compensation policies and
pay practices employed with respect to all the Company's other
executive-level employees. This is designed to ensure consistency
throughout the executive compensation program.

The key elements of the Company's executive compensation program in
1999 consisted of base salary, annual incentive compensation and long term
incentive compensation in the form of stock options and restricted stock
awards. The Compensation Committee's policies with respect to each of these
elements, including the basis for the compensation awarded to the CEO, are
discussed below. In addition, while the elements of compensation described
below are considered separately, the Compensation Committee takes into
account the full compensation package afforded by the Company to the
individual, including pension benefits, supplemental retirement benefits,
severance plans, insurance and other benefits, as well as the programs
described below.

BASE SALARIES

Base salaries for executive officers are established by evaluating,
on an annual basis, the performance of such individuals (which evaluation
involves management's consideration of such factors as responsibilities of
the position held, contribution toward achievement of the strategic plan,
attainment of specific individual objectives, interpersonal managerial
skills and civic involvement), and by reference to the marketplace for
executive talent, including a comparison to base salaries for comparable
positions at companies within the Compensation Peer Group.

In establishing the CEO's base salary, the Compensation Committee
took into account the salaries of chief executive officers at companies
within the Compensation Peer Group and the CEO's leadership in shaping and
implementing the strategy of the Company to become focused on the
technologies and markets that will generate future earnings growth. Based
upon this evaluation, the Compensation Committee established a base salary
of $700,000 for the period commencing April 1, 1999 and ending March 31,
2000, an increase of 4.5% over the $670,000 base salary paid to him during
the immediately preceding 12 month period.

ANNUAL INCENTIVE COMPENSATION

Annual incentive compensation accounts for a significant percentage
of each executive officer's compensation. Executive officers of the Company
(other than the CEO) participate in the Company's Executive Incentive
Compensation Plan, and the CEO participates in the Company's Senior
Management Executive Incentive Plan, which was designed to conform with the
requirements of Internal Revenue Code Section 162(m). (These plans are
collectively referred to herein as the EIC Plans.) The EIC Plans are
designed to compensate executives for performance that increases
shareholder value over time, and are reviewed annually by the Compensation
Committee.

Each of the EIC Plans has two performance components: (1) corporate
and/or business unit financial performance and (2) an assessment of the
executive's individual performance. Each year the Compensation Committee
reviews the specific financial measures to be used and approves the target
payout amounts for all executive officers of the Company. The target
payouts are determined by reference to each executive's job classification
as determined pursuant to a Hay point system. The Hay point system
evaluates jobs according to the knowledge required to do the job, the
intensity of thinking needed to solve the problems commonly faced, and the
accountability of the position. In 1999, the sole financial measure for
corporate financial performance, which was approved by the Compensation
Committee, was earnings per share. The financial measures used in 1999 for
individual businesses, on the other hand, included several from a variety
of factors, such as sales growth, growth in operating earnings, and return
on investment. These factors were weighted differently for each business to
reflect the corporate management's assessment of those issues that were in
need of emphasis, all in accordance with the Company's strategic plan.

The four most highly compensated executive officers other than the
CEO were eligible to receive incentive compensation payouts in 1999 of
specified amounts of their base salaries in the event that financial
performance targets were fully achieved. Such payouts were subject to
further adjustment, up or down, based upon management's assessment of
individual performance. Based upon these factors, the actual payout amounts
for these individuals ranged from approximately 49% to approximately 65% of
their base salaries. The assessment of management as to the performance of
these individuals did not result in a significant (over 10%) reduction or
increase in the amount of the payout.

The CEO was eligible to receive an incentive compensation payout in
1999 equal to 75% of his base salary in the event that financial
performance targets were fully achieved (or more if they were exceeded).
There was no reduction or increase in the CEO's incentive compensation
payout based on an assessment of the CEO's individual performance. Because
earnings per share slightly exceeded the targeted amount established by the
Compensation Committee for 1999, a target that, in the opinion of the
Compensation Committee, was aggressive and required significant efforts on
the part of the CEO, the CEO's actual payout was approximately 78% of his
base salary, or $539,630. This represents an increase from the $164,835 of
incentive compensation paid to the CEO in 1998, when the targeted goals
were not met.

It should be emphasized that the Company's EIC Plans are
pay-for-performance plans and, as a result, payments under such plans vary
from year to year depending upon the Company's financial performance. In
years in which performance targets have been met, such as 1999, there has
been a full payout of incentive compensation to the CEO. In years in which
the targets have not been met, on the other hand, such as 1998, such
payouts have been reduced.

Because the purpose of the EIC Plans is to reward performance that
increases shareholder value over time, the Compensation Committee requires
that the overall corporate return to shareholders, apart from unusual
items, exceeds the cost of capital for the Company as a whole before any
executive incentive compensation is paid. There are also minimum thresholds
established for payouts to corporate and business unit employees.

STOCK OPTIONS

The third component of executive compensation is the Company's stock
option program, pursuant to which the Company has granted to executive
officers and other senior management options to purchase shares of its
common stock. Stock options are granted with an exercise price equal to the
market price of the common stock on the date of grant, vest over three
years and expire five years from the date of vesting.

A total of 240,000 options were granted to executive officers and
other senior management in 1999 under the 1999 Long Term Incentive Plan
("1999 Plan"), 55,000 of which were granted to the CEO and 50,500 of which
were granted (in the aggregate) to the four other executive officers named
in the Summary Compensation Table. The number of stock options granted in
1999 were determined by reference to the long term compensation for
comparable positions at companies within the Compensation Peer Group and
based upon an assessment of individual performance.

RESTRICTED STOCK AWARDS

The final component of executive compensation is restricted stock,
which the Company granted in 1999 to executive officers and other senior
management under the 1999 Plan.

A total of 60,000 shares of restricted stock were granted to
executive officers and other senior management in 1999, 9,600 of which were
granted to the CEO and 14,600 of which were granted (in the aggregate) to
the four other executive officers named in the Summary Compensation Table.
The number of restricted stock awards granted in 1999 were determined by
reference to the long term compensation for comparable positions at
companies within the Compensation Peer Group and based upon an assessment
of individual performance.

Restricted stock awards are intended to align the interests of
executives with those of the shareholders. The shares of restricted stock
issued to executive officers and other senior management in 1999 are
subject to two types of restrictions: (a) restrictions based on the
achievement by the Company of certain financial performance targets during
the three year period commencing on January 1, 1999 and ending on December
31, 2001 ("performance target restrictions") and (b) restrictions based on
continuous employment of the recipient over a specified period of time
("time-lapse restrictions"). Seventy-five percent of the restricted shares
issued in 1999 are subject to both performance target restrictions and
time-lapse restrictions. The remaining 25 percent of the restricted shares
are subject solely to time-lapse restrictions. This approach is intended to
incentivize the creation of shareholder value over the long term.

In 1995, the Compensation Committee established guidelines for
ownership of Dexter common stock by executive officers. Under these
guidelines, each executive officer is expected to own, within three years
of becoming an executive officer, Dexter common stock with a value of
between two to four times his or her base salary, depending upon the
individual's position with the Company. As of December 31, 1999, these
ownership guidelines have been met.

DEDUCTIBILITY OF COMPENSATION

Internal Revenue Code Section 162(m), which was added to the Internal
Revenue Code by the Omnibus Budget Reconciliation Act of 1993, limits the
amount of compensation a corporation may deduct as a business expense. That
limit, which applies to up to five executives individually, is $1 million
per individual, per year, subject to certain specified exceptions. All
compensation payments in 1999 to the five executive officers named in the
Summary Compensation Table will be fully deductible. The Company has
procedures in place to assure that compensation paid to executive officers
continues to be fully deductible in the future.

CONCLUSION

Through the programs described above, a very significant portion of
the Company's executive compensation is linked directly to individual and
corporate performance and stock price appreciation over the long term. The
Compensation Committee intends to continue and strengthen the policy of
linking executive compensation to corporate performance and returns to
shareholders, recognizing that the fluctuations of the business cycle from
time to time may result in an imbalance for a particular period.

Compensation & Organization Committee

Robert M. Furek, Chairman
Henrietta Holsman Fore
Bernard M. Fox
Martha Clark Goss
Edgar G. Hotard

PERFORMANCE GRAPH

The following graph shows how an initial investment of $100 in the
Company's common stock would have compared to an equal investment in the
S&P 500 Index or in the S&P Specialty Chemicals Index over the five-year
period beginning December 31, 1994 and ending December 31, 1999. The graph
reflects reinvestment of all dividends.

NOTE: The total shareholder return shown on the graph below is not
necessarily indicative of future returns on the Company's common stock.

COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL SHAREHOLDER RETURN

(ASSUMING AN INVESTMENT OF $100 ON DECEMBER 31, 1993)

DEXTER CORPORATION PERFORMANCE GRAPH

S&P Specialty
Dexter Corporation S&P 500 Index Chemicals Index

1994 $100.00 $100.00 $100.00
1995 $112.73 $137.58 $131.44
1996 $156.70 $169.17 $134.81
1997 $218.11 $225.60 $166.94
1998 $164.05 $290.08 $142.17
1999 $213.33 $351.12 $157.37

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is composed of five members: Robert M.
Furek, Chairman, Henrietta Holsman Fore, Bernard M. Fox, Martha Clark Goss,
and Edgar G. Hotard. None of the members of the Compensation Committee is
an officer, employee or former officer or employee of the Company or its
subsidiaries. In 1999, none of the members of the Compensation Committee
had any relationship requiring disclosure in accordance with Item 402(j)(3)
of Regulation S-K of the SEC.

CERTAIN LITIGATION

ISP ACTION

On January 27, 2000, ISP commenced a lawsuit against Dexter and
certain members of Dexter's Board of Directors in the United States
District Court for the District of Connecticut entitled INTERNATIONAL
SPECIALTY PRODUCTS INC. AND ISP INVESTMENTS INC. V. DEXTER CORPORATION, ET
AL., Civil Action No. 3:00 CV 157 (JBA). The complaint alleges, among other
things, that Article X of Dexter's Bylaws (insofar as it may provide for a
two-thirds supermajority vote of the shareholders to amend the bylaws)
violates Section 33-807 of the Connecticut Business Corporation Act and is
therefore invalid; that Dexter's poison pill violates Section 33-665 of the
Connecticut Business Corporation Act and is therefore invalid; that
shareholders have the right to vote on the Nominee Election Proposals,
Shareholder Rights Proposals and Voting Rights Proposals, as such terms are
defined therein, at the 2000 Annual Meeting; and that the directors have
breached their fiduciary obligations to Dexter and its shareholders. The
complaint also asks the Court to order that the 2000 Annual Meeting be held
no later than April 30, 2000. The complaint requests declaratory and
injunctive relief as well as money damages.

On March 10, 2000 Dexter filed a motion for summary judgment to
dismiss Count III of the complaint, in which ISP seeks a judicial
determination that Dexter's Bylaws can lawfully be amended to increase the
total number of directorships from 10 to 17 and to elect seven additional
nominees to fill the seven newly created seats. On May 30, 2000, the Court
issued an opinion granting Dexter's motion for summary judgment and
dismissing Count III of the Complaint, on the grounds that ISP's Nominee
Election Proposals (i) violate the clear and unambiguous language of
Dexter's certificate of incorporation, which provides that "the number of
directorships within each class shall . . . be determined by the Board";
and (ii) violate Section 33-740(a) of the Connecticut Business Corporation
Act, which provides that each class of directors on a classified board such
as Dexter's "contain[ ] approximately the same percentage of the total, as
near as may be." The Court's decision cannot be appealed by ISP absent the
Court directing entry of the decision as a final judgment or the final
adjudication of all the other issues raised by ISP in its complaint.

On May 25, 2000, ISP filed papers requesting the court's permission
to move for a temporary restraining order or a preliminary injunction
enjoining Dexter from selling any of its constituent, wholly-owned
businesses or its shares of common stock of Life Technologies, Inc. unless
any such sale(s) is approved by stockholders. According to ISP, any such
sale would constitute a sale of all or substantially all of Dexter's assets
and thus must be approved by a stockholder vote. In this application, ISP
also sought the court's permission to file an amended complaint to include
such a claim. During a telephonic conference on May 31, 2000, the Court
denied ISP's request to move for a temporary restraining order or a
preliminary injunction.

Dexter and its General Counsel continue to believe that ISP's
lawsuit is wholly without merit and Dexter intends to defend vigorously
against it.

SHAREHOLDER ACTION

On January 18, 2000, a purported shareholder class action was filed
in Connecticut Superior Court for the Judicial District of Waterbury,
entitled LEE BRENNAN AND ELLIS INVESTMENTS, LTD. V. DEXTER CORPORATION, ET
AL., X01-CV-00-0595892-S (CLD). On April 10, 2000, Dexter filed a motion to
strike the complaint in its entirety for failure to state a claim upon
which relief may be granted. Plaintiffs did not file a response to Dexter's
motion, and on April 28, 2000, plaintiffs informed Dexter that they intend
to voluntarily withdraw the complaint in this action without prejudice. The
complaint in the state litigation appears to assert claims that the
individual defendants breached purported fiduciary duties by failing to
negotiate with ISP after receiving ISP's initial $45 per share proposal for
Dexter last December, and lowering the triggering threshold of Dexter's
Rights Plan from 20% to 11% of Dexter's outstanding shares. The complaint
purports to seek (i) a declaration that the defendants breached their
fiduciary duties; (ii) compensatory damages; and (iii) an order compelling
the defendants to "act independently" to negotiate a sale of Dexter,
"undertake an appropriate evaluation of Dexter's worth as an acquisition
candidate," and "ensure that no conflicts of interest exist."

BENEFICIAL OWNERSHIP OF STOCK

The following table sets forth information, as of December 31, 1999,
with respect to the beneficial ownership of shares of the common stock of
the Company by (1) beneficial owners of more than five percent of the
Common Stock of the Company, (2) each director and nominee for director of
the Company, (3) each of the executive officers named in the Summary
Compensation Table set forth below, and (4) all directors, nominees and
executive officers of the Company as a group. Such beneficial ownership is
reported in accordance with the rules of the SEC, under which a person may
be deemed to be the beneficial owner of shares of such common stock if such
person has or shares the power to vote or dispose of such shares or has the
right to acquire beneficial ownership of such shares within 60 days (for
example, through the exercise of an option). Accordingly, the shares shown
in the table as beneficially owned by certain individuals may include
shares owned by certain members of their respective families. Because of
such rules, more than one person may be deemed to be the beneficial owner
of the same shares. The inclusion of the shares shown in the table is not
necessarily an admission of beneficial ownership of those shares by the
person indicated.

SHARES OF
COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
Shareholders: OWNED(1) OUTSTANDING(1)

<S> <C> <C> <C>
ISP OPCO Holdings Inc. and related entities, 1361 Alps Road, Wayne,
New Jersey 07470................................................... 2,299,200 9.98(2)
FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109
(Fidelity Managed Funds)................................................ 1,703,300 7.39(3)
Mary K. Coffin, c/o Dexter Corporation, One Elm Street, Windsor
Locks, Connecticut 06096........................................... 1,290,000 5.59(4)

Directors, Nominees and Executive Officers:
K. Grahame Walker....................................................... 229,681 *
Kathleen Burdett........................................................ 63,668 *
David G. Gordon......................................................... 42,579 *
John D. Thompson........................................................ 38,241 *
Bruce H. Beatt.......................................................... 34,744 *
Charles H. Curl......................................................... 4,165 *
Henrietta Holsman Fore.................................................. 5,626 *
Bernard M. Fox.......................................................... 4,973 *
Robert M. Furek......................................................... 4,510 *
Martha Clark Goss....................................................... 4,274 *
Edgar G. Hotard......................................................... 3,148 *
Peter G. Kelly.......................................................... 8,301 *
Jean-Francois Saglio.................................................... 3,201 *
George M. Whitesides.................................................... 4,381 *
All Directors, Nominees and Executive Officers
as a Group (22 persons)................................................. 638,727 2.77%

----------

(1) The shares reported above as beneficially owned by the following
persons include vested stock options granted under the Company's stock
option plans. The shares reported above also include shares of
restricted stock issued to the following persons pursuant to the 1994
Long Term Incentive Plan (the "1994 Plan") and the 1999 Long Term
Incentive Plan ("the "1999 Plan") as more fully described above under
the heading "Long Term Incentive Plan -- Awards in Last Fiscal Year":
K. Grahame Walker -- 51,434; Kathleen Burdett -- 21,142; David G.
Gordon -- 11,460; John D. Thompson -- 14,976; Bruce H. Beatt --
13,972; and "All Directors, Nominees and Executive Officers as a
Group" -- 171,233. Shares of restricted stock issued pursuant to the
1994 Plan and the 1999 Plan are subject to forfeiture, but may be
voted by the holders thereof unless and until forfeited. Percentages
of common stock of less than 1% are indicated by an asterisk.

(2) Share holding as of December 31, 1999, as reported on Amendment No. 6
to the Schedule 13D filed by such shareholder.

(3) Share holdings as of December 31, 1999, as reported on the Schedule
13G most recently filed by such shareholder.

(4) Of the 1,290,000 shares shown in the table as owned by Mary K. Coffin,
990,000 are held by Fleet Bank, N.A., trustee of a trust the
beneficiary of which is Dexter D. Coffin, Jr. Mary K. Coffin is a
trustee of this trust and shares the power to vote and dispose of
shares owned by the trust. The power to vote and dispose of the shares
owned by this trust is held by a majority of its three individual
trustees. The remaining shares shown in the table are held by Mary K.
Coffin through a living trust.

As of December 31, 1999, two of Dexter's directors beneficially owned
shares of common stock of Life Technologies, Inc., a Dexter subsidiary.
Peter G. Kelly owned 4,500 shares, which consists of 4,500 shares of common
stock which Mr. Kelly may acquire upon the exercise of the stock options.
George M. Whitesides owned 4,650 shares, which consists of 150 shares of
common stock owned by Dr. Whitesides and 4,500 shares of common stock which
Dr. Whitesides may acquire upon the exercise of stock options. Mr. Kelly
and Dr. Whitesides each own less than one percent of the outstanding common
stock of Life Technologies, Inc.

OTHER MATTERS

The Board of Directors of the Company is not aware of any matters,
other than the aforementioned matters, that will be presented for
consideration at the Annual Meeting. If other matters properly come before
the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote thereon in accordance with their best judgment.

PROPOSALS OF SHAREHOLDERS

In order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to next year's annual meeting of
shareholders, proposals of shareholders intended to be presented for action
at that meeting must be received at the principal executive offices of
Dexter Corporation, One Elm Street, Windsor Locks, Connecticut 06096-2334,
marked for the attention of the Secretary, by [Date].

Under the Company's Bylaws, notice of any other matter intended to be
presented by a shareholder for action at next year's annual meeting must be
addressed to the principal executive offices of Dexter Corporation, One Elm
Street, Windsor Locks, Connecticut 06096-2334, marked for the attention of
the Secretary, and must contain the information required by the Bylaws. The
notice must be received at the principal executive offices during the
period from February 25, 2001 through April 16, 2001, unless next year's
annual meeting is called for a date prior to April 16, 2001, in which case
notice must be received within fifteen days of when notice of the annual
meeting is given.

ANNUAL REPORT ON FORM 10-K

A copy of the Company's Annual Report containing audited financial
statements for the year ended December 31, 1999, prepared in conformity
with generally accepted accounting principles, has been mailed to Dexter
shareholders.

The Company's Annual Report on Form 10-K to the Securities and
Exchange Commission for 1999 will be sent without charge to any shareholder
upon written request directed to:

Dexter Corporation
Attention: Secretary
One Elm Street
Windsor Locks, CT 06096-2334

METHOD AND COST OF PROXY SOLICITATION

Proxies may be solicited, without additional compensation, by
directors, officers or employees of the Company by mail, telephone,
telegram, in person or otherwise. The Company will bear the costs of the
solicitation of proxies, which may include the cost of preparing, printing
and mailing the proxy materials. In addition, the Company will request
banks, brokers and other custodians, nominees and fiduciaries to forward
proxy materials to the beneficial owners of common stock and obtain their
voting instructions. The Company will reimburse those firms for their
expenses in accordance with the rules of the SEC and the New York Stock
Exchange. In addition, the Company has retained MacKenzie Partners, Inc.,
156 Fifth Avenue, New York, NY 10010, to assist in soliciting proxies, for
which services the Company will pay a fee estimated at $ , plus handling,
postage and out-of-pocket expenses. MacKenzie will employ approximately 35
persons in connection with its solicitation of proxies.

Expenses related to the solicitation of shareholders, in excess of
those normally spent for an annual meeting and excluding the costs of
litigation, are expected to aggregate approximately $ , of which
approximately $ has been spent to date. APPENDIX A SETS FORTH CERTAIN
INFORMATION RELATING TO THE COMPANY'S DIRECTORS, NOMINEES, OFFICERS AND
OTHER EMPLOYEES OF THE COMPANY WHO WILL BE SOLICITING PROXIES ON THE
COMPANY'S BEHALF ("PARTICIPANTS").

YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT.
PLEASE SIGN AND DATE THE ENCLOSED WHITE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE PROMPTLY.

WE URGE YOU NOT TO SIGN OR RETURN ANY PROXY CARD THAT MAY BE SENT TO
YOU BY ISP, EVEN AS A PROTEST VOTE AGAINST ISP. IF YOU PREVIOUSLY VOTED ON
AN ISP GOLD PROXY CARD, YOU HAVE EVERY LEGAL RIGHT TO CHANGE YOUR VOTE. YOU
CAN DO SO SIMPLY BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY
CARD. A PERSON GIVING ANY PROXY HAS THE POWER TO REVOKE IT (WHETHER SUCH
PROXY WAS SOLICITED BY THE BOARD OF DIRECTORS OR BY ISP) AT ANY TIME BEFORE
THE VOTING BY SUBMITTING TO DEXTER OR TO ISP A WRITTEN REVOCATION OR DULY
EXECUTED PROXY CARD BEARING A LATER DATE. ONLY YOUR LATEST DATED PROXY CARD
WILL COUNT. PLEASE REFER TO "VOTING AND REVOCABILITY OF PROXIES" ON PAGE 3
FOR A DISCUSSION OF HOW TO REVOKE YOUR PROXY.

IMPORTANT: If your shares of the Company's stock are held in the name
of a brokerage firm, bank, nominee or other institution, only it can sign a
WHITE proxy card with respect to your shares and only upon specific
instructions from you. Please contact the person responsible for your
account and give instructions for a WHITE proxy card to be signed
representing your shares of the Company's stock. We urge you to confirm in
writing your instructions to the person responsible for your account and to
provide a copy of such instructions to the Company's proxy solicitor,
MacKenzie Partners, Inc., at the address indicated below so that MacKenzie
Partners can attempt to ensure that your instructions are followed.

If you have any questions about executing your proxy or require
assistance, please contact:

MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Call Toll Free: (800) 322-2885

Banks and Brokerage Firms please call collect: (212) 929-5500

APPENDIX A

INFORMATION CONCERNING THE DIRECTORS AND CERTAIN OFFICERS
OF THE COMPANY WHO MAY ALSO SOLICIT PROXIES

The following table sets forth the name, principal business address
and the present office or other principal occupation or employment, and the
name, principal business and the address of any corporation or other
organization in which their employment is carried on, of the directors and
certain officers of the Company ("Participants") who may also solicit
proxies from shareholders of the Company. Unless otherwise indicated, the
principal occupation refers to such person's position with the Company and
the business address is Dexter Corporation, One Elm Street, Windsor Locks,
Connecticut 06096.

DIRECTORS

The principal occupations of the Company's directors who are deemed
Participants in the solicitation are set forth under "Proposal (1) Election
of Directors" in this Proxy Statement. The principal business address of
Mr. Walker is that of the Company. The name, business and address of the
director-Participants' organization of employment are as follows:

</TABLE>
<TABLE>
<CAPTION>

NAME ADDRESS
---- -------
<S> <C>
Charles H. Curl.................................................. Curl & Associates
4101 Parkglen Court, N.W.
Washington, D.C. 20007

Peter G. Kelly................................................... Updike, Kelly & Spellacy, P.C.
One State Street
Suite 2400
Hartford, Connecticut 06103

Jean-Francois Saglio............................................. ERSO
c/o Dexter Corporation
One Elm Street
Windsor Locks, Connecticut 06096

Henrietta Holsman Fore .......................................... Holsman International
2600 Virginia Ave., N.W.
Washington, D.C. 20037

Bernard M. Fox................................................... Dignitas Partners
c/o Shipman & Goodwin
One American Row
Hartford, Connecticut 06103

George M. Whitesides ............................................ Harvard University
12 Oxford Street
Cambridge, Massachusetts 02138

Robert M. Furek.................................................. State Board of Trustees
c/o Shipman & Goodwin
One American Row
Hartford, Connecticut 06103

Martha Clark Goss ............................................... The Capital Markets Company
120 Broadway, 29th Floor
New York, New York 10271

Edgar G. Hotard.................................................. c/o Dexter Corporation
One Elm Street
Windsor Locks, Connecticut 06096

EXECUTIVE OFFICERS AND CERTAIN CORPORATE OFFICERS

NAME PRINCIPAL OCCUPATION

K. Grahame Walker................................................ Chairman and Chief Executive Officer

David G. Gordon.................................................. President and Chief Operating Officer

Kathleen Burdett................................................. Vice President and Chief Financial Officer

John D. Thompson................................................. Senior Vice President, Strategic and Business
Development

Bruce H. Beatt................................................... Vice President, General Counsel and
Secretary

Ronald C. Benham................................................. Vice President and President -
Electronic Materials

John B. Blatz.................................................... Vice President, Environmental and Process
Management

John B. Lockwood................................................. Vice President, Taxes

Jeffrey W. McClelland............................................ Vice President and President -
Adhesive and Coating Systems

Lawrence D. McClure.............................................. Vice President - Human Resources

A. Duncan Middleton.............................................. Vice President and President -
Nonwoven Materials

Roseanne Potter.................................................. Vice President and Treasurer

Dale Ribaudo..................................................... Vice President and Controller

INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS

None of the Participants owns any of the Company's securities of
record but not beneficially. The number of shares of Common Stock held by
directors and the named executive officers is set forth on page 42 of this
proxy statement. The number of shares of Common Stock held by the other
Participants as of May 15, 2000 is set forth below. The information
includes shares that may be acquired by the exercise of stock options
within 60 days of May 15, 2000:

NAME SHARE OWNERSHIP
---- ---------------
Ronald C. Benham........................... 63,291
John B. Blatz.............................. 14,299
John B. Lockwood........................... 8,337
Jeffrey W. McClelland...................... 27,101
Lawrence D. McClure........................ 29,854
A. Duncan Middleton........................ 12,980
Roseanne Potter............................ 3,571
Dale Ribaudo............................... 17,847

INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY PARTICIPANTS

The following table sets forth purchases and sales of the Company's
securities by the Participants listed below during the past two years.
Unless otherwise indicated, all transactions are in the public market.

</TABLE>
<TABLE>
<CAPTION>

NUMBER OF SHARES OF
COMMON STOCK
NAME DATE PURCHASED OR (SOLD) NOTE

DIRECTORS

<S> <C> <C> <C>
Charles H. Curl 12/31/99 300 (2)
4/22/99 621 (1)
12/31/98 200 (2)

Peter G. Kelly 12/31/99 300 (2)
4/22/99 310 (1)
3/8/99 1,500
12/31/98 200 (2)

Jean-Francois Saglio 12/31/99 300 (2)
4/22/99 310 (1)
12/31/98 200 (2)

Henrietta Holsman Fore 12/31/99 300 (2)
4/22/99 621 (1)
3/2/99 1,000
12/31/98 200 (2)

Bernard M. Fox 12/31/99 300 (2)
4/22/99 621 (1)
12/31/98 200 (2)

George M. Whitesides 12/31/99 300 (2)
4/22/99 310 (1)
12/31/98 200 (2)

Robert M. Furek 12/31/99 300 (2)
4/22/99 621 (1)
12/31/98 200 (2)

Martha Clark Goss 12/31/99 300 (2)
4/22/99 310 (1)
12/31/98 200 (2)

Edgar G. Hotard 12/31/99 300 (2)
4/22/99 621 (1)
12/31/98 200 (2)

EXECUTIVE OFFICERS

K. Grahame Walker 5/8/00 4,600 (6)
4/17/00 8,334 (7)
4/17/00 8,333 (7)
4/17/00 (7,917) (4)
4/17/00 (2,969) (3)
2/7/00 6,166 (7)
2/7/00 (4,926) (4)
5/3/99 (848) (3)
4/22/99 9,600 (6)
4/9/99 (18,486) (4)
4/9/99 5,000 (7)
4/9/99 8,333 (7)
4/9/99 8,333 (7)

David G. Gordon 5/8/00 7,000 (6)
6/3/99 80 (7)
6/3/99 (63) (4)
5/3/99 (325) (4)
4/22/99 3,500 (6)
4/13/99 334 (7)
4/13/99 (269) (4)

Kathleen Burdett 5/8/00 4,500 (6)
3/9/00 1,667 (7)
3/9/00 1,333 (7)
2/4/00 1,000 (7)
4/22/99 4,500 (6)
2/12/99 4,000 (7)

John D. Thompson 5/8/00 3,500 (6)
2/18/00 2,000 (7)
2/7/00 1,000 (7)
4/22/99 3,300 (6)
1/21/99 2,000 (7)

Bruce H. Beatt 5/8/00 3,500 (6)
3/9/00 834 (7)
3/9/00 1,167 (7)
2/14/00 1,000 (7)
4/22/99 3,300 (6)
4/1/99 (1,363) (4)
4/1/99 1,166 (7)
4/1/99 833 (7)
4/1/99 667 (7)

John B. Blatz 5/8/00 2,000 (6)
4/22/99 2,000 (6)

Ronald C. Benham 5/8/00 3,000 (6)
3/15/00 2,000 (7)
3/15/00 1,667 (7)
2/18/00 1,333 (7)
2/18/00 (1,034) (4)
4/21/99 3,000 (6)
4/21/99 3,667 (7)

John B. Lockwood 5/8/00 1,000 (6)
2/17/00 250 (7)
2/17/00 (195) (4)

Jeffrey W. McClelland 5/8/00 2,500 (6)
4/20/00 1,000 (7)
4/20/00 2,000 (7)
4/20/00 3,333 (7)
4/20/00 3,333 (7)
4/19/00 (666)
4/19/00 (9,000)
2/18/00 333 (7)
2/18/00 (258) (4)
5/3/99 (220) (3)
4/22/99 2,500 (6)
4/21/99 3,000 (7)

Lawrence D. McClure 5/8/00 3,000 (6)
5/3/99 (678) (3)
4/22/99 2,800 (6)

A. Duncan Middleton 5/8/00 3,500 (6)
12/2/99 (688) (3)

Rosanne Potter 5/8/00 1,000 (6)
2/28/00 24
1/25/00 29
12/20/99 25
11/22/99 29
10/15/99 400
7/1/99 1,000 (6)

Dale Ribaudo 5/8/00 2,200 (6)
2/24/00 250 (7)
2/24/00 333 (7)
2/24/00 334 (7)
5/3/99 (254) (3)
4/22/99 2,200 (6)
4/16/99 666 (7)

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

(1) Acquisition of shares pursuant to the Company's 1996 Non-Employee Directors' Stock Plan.

(2) Shares obtained pursuant to the Company's 1994 Stock Plan for Outside Directors, as amended.

(3) Surrender of shares to pay withholding tax on restricted shares whose restrictions lapsed.

(4) Shares surrendered on exercise of options.

(5) Acquired under the Company's 1994 Long Term Incentive Plan.

(6) Acquired under the Company's 1999 Long Term Incentive Plan.

(7) Acquired upon exercise of options.

</TABLE>

MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS

Except as described in this Appendix A or in the proxy statement,
none of the Participants nor any of their respective affiliates or
associates (together, the "Participant Affiliates"), (i) directly
beneficially owns any shares of Common Stock of the Company or any
securities of any subsidiary of the Company or (ii) has had any
relationship with the Company in any capacity other than as a shareholder,
employee, officer or director. Furthermore, except as described in this
Appendix A or in the proxy statement, no Participant or Participant
Affiliate is either a party to any transaction or series of transactions
since February 1, 1998, or has knowledge of any currently proposed
transaction or series of transactions, (i) to which the Company or any of
its subsidiaries was or is to be a party, (ii) in which the amount involved
exceeds $60,000, and (iii) in which any Participant or Participant
Affiliate had or will have, a direct or indirect material interest. Except
as described in this Appendix A or in the proxy statement, no participant
or Participant Affiliate has any arrangement or understanding with any
person (i) with respect to any future employment by the registrant or its
affiliates; or (ii) with respect to any future transactions to which the
registrant or any of its affiliates will or may be a party.

ANNEX I

PROPOSAL (3) RIGHTS PLAN BYLAW PROPOSAL

RESOLVED, that the Bylaws of Dexter Corporation be, and they hereby
are, amended, effective at the time this resolution is approved by the
shareholders of Dexter Corporation, by adding the following Section 7 to
the end of Article II:

'Section 7. Rights Agreements.

The Board of Directors, in exercising its rights and duties
with respect to the administration of the Rights Agreement dated as
of August 23, 1996, as amended, by and between the corporation and
Chase Mellon Shareholder Services L.L.C., as Rights Agent (the
"Rights Agreement") will carry out a resolution authorizing (i) the
partial or complete redemption of the rights issued pursuant to the
Rights Agreement (the "Rights"), or (ii) an amendment to the Rights
Agreement making the Rights inapplicable to offers or transactions or
types of offers or transactions specified in such resolution, if such
resolution is authorized and approved by the shareholders of the
corporation entitled to vote thereon in the manner set forth in
Section 33-709(c) of the Connecticut Business Corporation Act. In
addition, the Board of Directors shall not adopt any new shareholder
rights plan, rights agreement or any other form of "poison pill"
which is designed to or has the effect of making acquisitions of
large holdings of the corporation's shares of stock more difficult or
expensive, unless such plan is first approved by the shareholders of
the corporation entitled to vote thereon in the manner set forth in
Section 33-709(c) of the Connecticut Business Corporation Act. This
Section 7 may be altered, amended or repealed only with the approval
of the shareholders of the corporation entitled to vote thereon in
the manner set forth in Section 33-709(c) of the Connecticut Business
Corporation Act.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

ANNEX II
PROPOSAL (4) RIGHTS PLAN AMENDMENT PROPOSAL

RESOLVED, that the shareholders of Dexter Corporation hereby
exercise their right under Article II, Section 7 of the Bylaws of
Dexter Corporation, as amended on the date hereof, to require the
Board of Directors to promptly amend the Rights Agreement, dated as
of August 23, 1996, as amended, by and between Dexter Corporation and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement") to
provide that the acquisition of beneficial ownership of shares of
common stock, par value $1.00 per share, of Dexter Corporation
("Common Stock") pursuant to any offer for all outstanding shares of
Common Stock for consideration of at least $45 per share net to the
seller in cash shall constitute a "Qualifying Offer" within the
meaning of Sections 11(a)(ii) and 13(d) of the Rights Agreement.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

ANNEX III
PROPOSAL (5) BYLAW REPEAL PROPOSAL

RESOLVED, that any and all amendments made by the Board of
Directors of Dexter Corporation to the Bylaws of Dexter Corporation
on or after February 26, 1999, be, and the same hereby are, repealed,
and that, without the approval of the shareholders of Dexter
Corporation, the Board of Directors may not thereafter amend any
section of the Bylaws affected by such repeal or adopt any new Bylaw
provision which serves to reinstate any repealed provisions or any
similar provisions.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

DEXTER CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE ANNUAL MEETING TO BE HELD ON JUNE 30, 2000.

K. Grahame Walker, George M. Whitesides and Bernard M. Fox, or any
of them, each with power of substitution, are hereby authorized to vote the
shares of the undersigned at the Annual Meeting of Shareholders of Dexter
Corporation, to be held on Friday, June 30, 2000, at 10:00 A.M., local
time, at The Hartford Club, 46 Prospect Street, Hartford, Connecticut, and
at any adjournment or postponement thereof, upon the matters set forth in
the Dexter Corporation Proxy Statement and upon such other matters as may
properly come before the Annual Meeting, voting as specified on the reverse
side of this card with respect to the matters set forth in the Proxy
Statement, and voting in the discretion of the above-named persons on such
other matters as may properly come before the Annual Meeting. If you
specify a different choice on the proxy card, your shares will be voted as
specified.

Signing and dating Dexter's proxy card will have the effect of
revoking any ISP proxy card you signed on an earlier date, and will
constitute a revocation of all previously granted authority to vote for
every proposal included on the ISP proxy card, notwithstanding that the
Company's proxy card does not include three ISP proposals, two of which the
Federal District Court in Connecticut has ruled are illegal (the Board Size
Bylaw Proposal and the Additional Directors Election Proposal) and as a
result the third is unnecessary (the Omnibus Proposal). The issue of the
legality of ISP's other proposals is currently being litigated and their
validity and enforceability under Connecticut law will eventually be
determined by the courts. In what we believe to be the very unlikely event
that a court reversed the District Court's decision and ultimately
determined that ISP's Board Size Bylaw Proposal and Additional Directors
Election Proposal were legal and therefore were proper subjects for action
at the annual meeting and/or the rights plan proposals are ultimately
determined to be valid, and in both cases the proposals were to have
received the requisite number of votes for approval as a result of ISP's
solicitation of proxies in favor of such proposals , they would become
effective. However, if Dexter's proposal to elect its three nominees to the
Dexter Board receives the requisite number of votes for approval, Dexter's
nominees will be elected and ISP's will not. IT IS THE INTENTION OF THE
PERSONS NAMED ABOVE TO EXERCISE THEIR DISCRETIONARY AUTHORITY TO VOTE
AGAINST ISP'S BOARD SIZE BYLAW PROPOSAL, ADDITIONAL DIRECTORS ELECTION
PROPOSAL AND OMNIBUS PROPOSAL.

PROPOSAL (1) ELECTION OF DIRECTORS.

Nominees for Terms Expiring at the Annual Meeting in 2003: Charles H. Curl,
Peter G. Kelly and Jean-Francois Saglio.

PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND PROMPTLY
RETURN IT IN THE ENCLOSED ENVELOPE.

YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE
SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PERSONS NAMED ABOVE AS PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.

(continued on reverse side)

(Reverse Side)

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2 AND AGAINST PROPOSALS 3, 4 AND 5.

DIRECTORS RECOMMEND A VOTE "FOR" PROPOSALS 1 AND 2

FOR WITHHELD
(1) ELECTION OF [ ] [ ]
DIRECTORS
(see reverse side)

FOR, except vote withheld from the following nominee(s):
----------------------------------------------

FOR AGAINST ABSTAIN

(2) APPOINTMENT OF INDEPENDENT ACCOUNTANT [ ] [ ] [ ]

DIRECTORS RECOMMEND A VOTE "AGAINST" PROPOSALS 3, 4 AND 5

(3) ISP PROPOSAL TO AMEND DEXTER'S BYLAWS REQUIRING THE DEXTER BOARD TO
MAKE CERTAIN AMFOR AGAINST ABSTAIN TO THE DEXTER RIGHTS PLAN
FOLLOWING ADOPTION OF CERTAIN SHAREHOLDER RESOLUTIONS -
PROPOSAL 4 IS CONDITIONED ON THE APPROVAL OF PROPOSAL 3.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(4) ISP PROPOSAL TO AMEND THE RIGHTS PLAN - PROPOSAL 4
IS CONDITIONED ON THE APPROVAL OF PROPOSAL 3

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(5) ISP PROPOSAL TO REPEAL CERTAIN BYLAWS FOR AGAINST ABSTAIN
[ ] [ ] [ ]

I plan to attend the meeting. [ ]

SIGNATURE(S):
___________________________ Date: ______________, 2000
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, give full title as such. If signing on behalf of a corporation,
sign the full corporate name by authorized officer. The signer hereby
revokes all proxies heretofore given by the signer to vote at the 2000
Annual Meeting of Shareholders of Dexter Corporation and any adjournment or
postponement thereof.