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

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                            DEXTER CORPORATION
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                                    N/A
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                       As filed with the Commission on May 31, 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. As described more fully in the proxy statement
accompanying this letter, your Board of Directors has received opinions
from Day, Berry & Howard LLP, its Connecticut counsel, that certain of
ISP's proposals are illegal under Connecticut law. Because we believe ISP's
Board Size Bylaw Proposal and Additional Directors Election Proposal are
illegal and therefore ISP's Omnibus Proposal is unnecessary, Dexter does
not intend to solicit proxies against these proposals, and they will not be
presented to you for a vote at the annual meeting. 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. Nonetheless, we plan to
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
proposal down. The legality of all these proposals is being litigated in
federal court in Connecticut, and their legality will ultimately be decided
by the courts. In what we believe to be the very unlikely event that these
proposals are determined to be valid, and if they were to have received the
requisite number of votes for approval at our annual meeting, ISP's
proposals 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.

      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. They are not the items
described in ISP's proxy materials. 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.


      ISP is soliciting proxies in favor of three additional proposals (the
Board Size Bylaw Proposal, the Additional Directors Election Proposal and
the Omnibus Proposal). Dexter believes that the Board Size Bylaw Proposal
and the Additional Directors Election Proposal are illegal and therefore
the Omnibus Proposal is unnecessary. Dexter does not intend to solicit
proxies against these proposals, and they will not be presented to you for
a vote at the annual meeting. The legality of the Board Size Bylaw and the
Additional Directors Election Proposal is currently being litigated in
federal court in Connecticut, and their legality will ultimately be decided
by the courts.


      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 says it plans
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").


      ISP seeks to amend Dexter's Bylaws to increase 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, and then to elect
seven additional ISP nominees to fill the seven newly created seats in
Classes II and III (collectively, the "Board Expansion Proposal"). This
Board Expansion Proposal seeks to effect a change in a majority of the
Dexter Board (by having ISP nominees occupy 10 of 17 board seats). ISP says
that the Board Expansion Proposal will facilitate ISP's attempt to acquire
Dexter but there is no assurance that if ISP obtains control of Dexter any
transaction will result. DEXTER HAS RECEIVED AN 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 QUESTION OF THE VALIDITY OF THE BOARD EXPANSION PROPOSAL
WOULD HOLD THAT IT IS INVALID AND UNENFORCEABLE UNDER CONNECTICUT LAW FOR
AT LEAST TWO SEPARATE AND INDEPENDENT REASONS. Based on the opinion of Day,
Berry & Howard LLP, the Company believes that the Board Expansion Proposal
is squarely contradicted by the unambiguous terms of Article VII of
Dexter's certificate of incorporation, which plainly grant to the Board the
exclusive power to fix the number of directors in each of the three
classes, and thus the total number of directors. In addition, Connecticut
law requires that each class of directors on a classified board have
approximately the same number of directors "as near as may be." If ISP's
Board Expansion Proposal were adopted, the Dexter Board would consist of
classes of three, six and eight directors, which violates this "equal size"
requirement, and once such additional directors were elected there does not
appear to be any authority in the Board to re-allocate and change the terms
of the directors, as would be necessary to make the classes approximately
equal. The Board does not have the authority to re-allocate the additional
directors to a different class after they are elected because such action
would be foreclosed by Connecticut law and Dexter's certificate of
incorporation. The Connecticut Business Corporation Act requires that
directors be elected to a specific term, and thus a specific class.
Specifically, Section 740 provides that "[a]t each annual shareholders'
meeting . . . directors shall be chosen for a term of two years, three
years, four years or five years, as the case may be, to succeed those whose
terms expire." (Emphasis added.) Moreover, Dexter's certificate of
incorporation mandates that directors be elected by the stockholders to a
specific class and a specific term. Article VII of Dexter's certificate of
incorporation provides that "[a]t the annual meeting of the stockholders in
each subsequent year, one or more directors, the number to be determined by
the board of directors, shall be elected to directorships in a class to
succeed the class the term of which shall expire on the date of such annual
meeting, each director so elected to hold office for a term of three years
 . . ." (Emphasis added.) Also, re-allocation to create approximately equal
classes would require the Board to increase the terms for which the
shareholders have elected the new directors. There is no provision in the
Connecticut Business Corproation Act which authorizes the Board to do that.
There is no authority allowing the Board to re-allocate and change the
terms of the directors once the directors are elected to a specific class
by the shareholders. Day, Berry & Howard LLP has consented to the use of
its name and the reference to its opinions in this Proxy Statement.

      FOR THESE REASONS, THE COMPANY BELIEVES ISP'S BOARD SIZE BYLAW
PROPOSAL AND ADDITIONAL DIRECTORS ELECTION PROPOSAL ARE NOT AUTHORIZED (AND
ARE THEREFORE ILLEGAL) UNDER DEXTER'S RESTATED CERTIFICATE OF INCORPORATION
AND THE CONNECTICUT BUSINESS CORPORATION ACT. ACCORDINGLY, THEY CANNOT BE
BROUGHT BEFORE THE ANNUAL MEETING BY ISP, AND NO ACTION WILL BE TAKEN UPON
THEM AT THE ANNUAL MEETING. AS A RESULT, ISP IS NOT IN A POSITION TO TAKE
CONTROL OF A MAJORITY OF THE SEATS ON THE DEXTER BOARD. IN LIGHT OF THIS,
ISP'S OMNIBUS PROPOSAL IS NOT NECESSARY, AND WILL NOT BE BROUGHT BEFORE THE
ANNUAL MEETING. The legality of these proposals is being litigated in
federal court in Connecticut, and their validity and enforceability under
Connecticut law will ultimately be determined by the courts. Dexter is not
soliciting proxies against these proposals. See "Certain Litigation."


      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.


      Despite Dexter's belief that these proposals are invalid and
unenforceable, ISP is challenging this conclusion in a court of competent
jurisdiction, and the outcome of such a challenge is uncertain. Although
ISP has commenced legal proceedings seeking to determine the legality of
its proposals, it has taken no further action to advance its contentions.
Indeed, it responded to Dexter's motion seeking an expedited declaration of
the illegality of the Board Size Bylaw Proposal and the Additional
Directors Election Proposal by asking the Court to delay any decision with
respect to the lawsuit IT FILED until after the annual meeting, arguing
that if ISP's proposals are not adopted the issues will be mooted, and
there will be no need to decide whether its proposals are invalid. ISP also
argued that the court should address all the issues at once so that they
could be decided at the same time. We are seeking an expedited resolution
of these issues because we have serious concerns about the confusion that
may be created with respect to the composition of the Board and the control
of the Company following the annual meeting unless there is a decisive
resolution. In addition, we believe that our shareholders should be
entitled to know as a matter of law what they will be voting on at the
annual meeting. The Court has indicated its intention to decide the issue
of the legality of the Board Size Bylaw Proposal and the Additional
Directors Election Proposal shortly. 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. Nonetheless, we plan to 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 proposal down.
Since the legality of ISP's proposals is being litigated, their validity
and enforceability under Connecticut law will ultimately be determined by
the courts. See "Certain Litigation." In the event that these proposals are
ultimately determined to be valid, and if they 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, ISP's proposals 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.


      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
Company believes 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 light of the fact that a court could
ultimately to determine 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. 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."


      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 ISP's proposals is currently being litigated
and their validity and enforceability under Connecticut law will ultimately
be determined by the courts. In the event that these proposals are
ultimately determined to be valid, and if they were to have received the
requisite number of votes for approval as a result of ISP's solicitation of
proxies in favor of such proposal, ISP's proposals 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.


      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 ISP's proposals is currently being litigated and
their validity and enforceability under Connecticut law will ultimately be
determined by the courts. In the event that these proposals are ultimately
determined to be valid, and if they 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, ISP'S proposals 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.


      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.

      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.

      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 ISP's proposals is
currently being litigated and their validity and enforceability under
Connecticut law will ultimately be determined by the courts. In the event
that these proposals are ultimately determined to be valid, and if they
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.


      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)
- ----------------             ----     ---------      --------   ---------------      --------------      ----        -----------

                                                                                                 
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.


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)

                                                                                       
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.



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

                                                                          
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.




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)

                                                                                            
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.




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 the grounds that these
proposals violate Dexter's certificate of incorporation as well as
Connecticut law and are therefore invalid. Dexter's summary judgment motion
was submitted for decision on March 23, 2000 and the parties have been
informed by the court that it will endeavor to issue a ruling on Dexter's
summary judgment motion by the end of May, 2000.


      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. The court has scheduled a conference on ISP's request for
permission to make the motion for May 31, 2000.


      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)

                                                                                        
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:







NAME                                                               ADDRESS
- ----                                                               -------
                                                              
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.










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

DIRECTORS

                                                                                           
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.





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
COMPANY BELIEVES ARE ILLEGAL AND AS A RESULT THE THIRD IS UNNECESSARY. The
issue of the legality of ISP's proposals is currently being litigated and
their validity and enforceability under Connecticut law will eventually be
determined by the courts. In the event that these proposals are ultimately
determined to be valid, and if they 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.


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.