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                                                                   EXHIBIT 10.10

                                DADE BEHRING INC.
                           DEFERRED COMPENSATION PLAN
              (As Amended and Restated, Effective January 1, 1998)

1.     PURPOSE

       The Dade International Savings and Investment Plan (the "SIP") was
       established by Dade International Inc., now known as Dade Behring Inc.
       (the "Corporation"), effective April 1, 1995, to encourage participants
       to set aside funds for retirement and to share with participants economic
       benefits produced by their efforts as employees of the Corporation.
       Generally, SIP participants are permitted to make before-tax
       contributions to the SIP up to the lesser of twelve percent of their
       compensation or the annual contribution limit under Sections 402(g)(1)
       and 402(g)(5) of the Internal Revenue Code of 1986, as amended (the
       "Code"). The Corporation currently matches under the SIP each
       participant's Basic Pay Deferral Contributions at the rate of $0.50 per
       every $1.00 of such Basic Pay Deferral Contributions. Section 401(a)(17)
       of the Code may prevent the Corporation from matching a participant's
       Basic Pay Deferral Contributions up to the maximum amount otherwise
       permitted under the SIP. The Dade International Inc. Deferred
       Compensation Plan, now known as the Dade Behring Inc. Deferred
       Compensation Plan (the "Plan"), was established effective March 17, 1995,
       and was amended, effective January 1, 1997. The Plan as set forth herein
       constitutes an amendment and restatement of the Plan, effective January
       1, 1998. This Plan has two primary purposes. First, it gives Eligible
       Employees, whose before-tax contributions to the SIP as a percentage of
       their compensation generally are most significantly limited by the Code,
       a meaningful opportunity to defer income for retirement and other
       purposes. Second, it enables the Corporation to credit each Eligible
       Employee with matching contributions to the extent that the allocation
       of such matching contributions under the SIP is limited by the Code.

2.     DEFINITIONS

       (a)    "Account" means the book reserve account maintained by the
              Corporation for a Participant under the Plan in accordance with
              Section 9 hereof.

       (b)    "Account Balance" means the value, as of a specified date, of the
              Account of a Participant.

       (c)    "Administrative Committee" has the meaning ascribed to that term
              in the SIP.

       (d)    "Basic Pay Deferral Contributions" has the meaning ascribed to
              that term in the SIP.

       (e)    "Board of Directors" has the meaning ascribed to that term in the
              SIP.

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       (f)    "Bonus" means any cash bonus authorized under any bonus plan or
              program designated by the Administrative Committee for which the
              Eligible Employee is eligible.

       (g)    "Compensation" has the meaning ascribed to that term in
              Section 2.8(a) of the SIP, except as follows:

              (i)     Base salary and Bonuses deferred under the Plan are
                      included in Compensation in the Plan Year in which such
                      amounts would be paid if they were not deferred, and not
                      in the Plan Year in which such amounts are actually paid.

              (ii)    Compensation is determined without regard to the
                      limitations under Section 401(a)(17) of the Code.

              (iii)   Compensation does not include any amounts described in
                      Section 2.8(a)(i) of the SIP which are paid to an Eligible
                      Employee prior to the date on which the Eligible Employee
                      commences participation in the SIP or after the date on
                      which the Eligible Employee ceases to receive credit for
                      Hours of Service under the SIP.

       (h)    "Disability" has the meaning ascribed to that term in the SIP.

       (i)    "Measuring Funds" means the Investment Funds (as that term is
              defined in the SIP) established from time to time under the SIP.
              As of January 1, 1998, the Measuring Funds are: Stable Income
              Fund; Growth Fund; Balanced Fund; International Equity Fund; and
              S&P 500 Index Fund.

       (j)    "Participant" means a person on whose behalf an Account is
              maintained under the Plan.

       (k)    "Plan Year" has the meaning ascribed to that term in the SIP;
              provided, however, that the initial Plan Year shall commence on
              March 17, 1995 and end on December 31, 1995.

       (l)    "Termination of Employment" has the meaning ascribed to that term
              in the SIP.

       (m)    "Unforeseen Emergency" means a severe financial hardship resulting
              from extraordinary and unforeseeable circumstances arising as a
              result of one or more recent events beyond the control of the
              Participant, as determined by the Administrative Committee.

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3.     ELIGIBILITY AND PARTICIPATION

       (a)    Each employee of the Corporation designated from time to time by
              the Board of Directors (or by a committee to whom the Board of
              Directors has delegated its authority to designate eligible
              participants under the Plan) shall be eligible to participate in
              the Plan ("Eligible Employee"); provided, however, that with
              respect to the initial Plan Year, Eligible Employees shall be
              those employees of the Corporation who were participating in the
              Baxter International Inc. and Subsidiaries Deferred Compensation
              Plan (the "Baxter Plan") as of December 31, 1994.

       (b)    Eligible Employees may enroll in the Plan with respect to a Plan
              Year, effective as of such Plan Year. To enroll in the Plan as of
              any January 1, the Eligible Employee must satisfy, as of the
              immediately preceding December 31, both the eligibility
              requirements in Section 3(a) and the enrollment requirements in
              Section 3(c).

       (c)    For each Plan Year in which an Eligible Employee intends to enroll
              in the Plan, he or she must complete an annual enrollment form in
              the manner and at the time specified by the Administrative
              Committee; provided, however, that with respect to the initial
              Plan Year commencing on March 17, 1995, the written election of
              each Eligible Employee contained in an annual enrollment form in
              effect on December 31, 1994 under the Baxter Plan shall be treated
              as the election of said Eligible Employee under this Plan with
              respect to such initial Plan Year. The enrollment form must
              indicate the amount the Eligible Employee elects to defer in
              accordance with Section 4. The enrollment form must also indicate
              the date of distribution elected by the Eligible Employee in
              accordance with Section 10. An Eligible Employee who does not
              elect to make a Pay Deferral but anticipates receiving a credit
              for an Excess Match must complete a distribution election form
              relating to the Excess Match. All enrollment forms must be
              completed, signed and submitted to the Administrative Committee
              before January 1 of the Plan Year to which the enrollment form
              applies. On and after January 1 of the Plan Year to which the
              enrollment form applies, the enrollment form is irrevocable except
              as provided in Section 10.

4.     CREDITED AMOUNTS

       (a)    Credits under the Plan consist of the following, plus deemed
              interest or, if applicable, deemed Measuring Fund investment
              returns, in accordance with the Plan:

              (i)     Pay Deferral - For each Plan Year, an Eligible Employee
                      may elect to defer at least one percent but not more than
                      twelve percent of his Compensation

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                      otherwise payable to him during the Plan Year to the
                      extent that such deferral exceeds the annual exclusion
                      limitation for elective deferrals to the SIP under
                      Sections 402(g)(1) and 402(g)(5) of the Code with respect
                      to such Plan Year. The Pay Deferral percentage elected
                      under this section must be the same as the before-tax
                      contribution percentage the Eligible Employee elected
                      under the SIP for the Plan Year, up to a maximum of twelve
                      percent. The Pay Deferral shall be credited to the
                      Participant under the Plan, after his or her before-tax
                      contributions to the SIP during the Plan Year equal the
                      annual contribution limit under Sections 402(g)(1) and
                      402(g)(5) of the Code and as of the last day of the month
                      in which such amount would have been paid to the
                      Participant if it had not been deferred. An Eligible
                      Employee who elects a Pay Deferral under this Section
                      4(a)(i) for any Plan Year is not permitted to change his
                      before-tax contribution election under the SIP for the
                      Plan Year. The Administrative Committee may limit
                      deferrals under this Section 4(a)(i) to such amount
                      between one and twelve percent as it deems appropriate
                      from time to time. Each Participant shall be 100% vested
                      in the portion of his or her Account attributable to Pay
                      Deferral credits made to the Plan on his or her behalf.

              (ii)    Excess Match - Each Eligible Employee who elects a Pay
                      Deferral of at least four percent under Section 4(a)(i)
                      for a Plan Year will be credited under the Plan with the
                      excess of two percent of his Compensation in the Plan Year
                      over the amount of matching contributions allocated to his
                      or her account in the SIP with respect to the Plan Year
                      (said excess sometimes referred to herein as the "Excess
                      Match"). The Corporation will credit the Eligible Employee
                      with the Excess Match as of the date on which the Excess
                      Match would otherwise have been allocated to the
                      Participant's account in the SIP. No Excess Match will be
                      credited to an Eligible Employee until he or she completes
                      a distribution election relating to such Excess Match.
                      Each Participant shall be 100% vested in the portion of
                      his or her Account attributable to Excess Match credits
                      made to the Plan on his or her behalf with respect to Plan
                      Years commencing prior to January 1, 1998. With respect to
                      Plan Years commencing on and after January 1, 1998, each
                      Participant shall vest in the portion of his or her
                      Account attributable to Excess Match credits made to the
                      Plan on his or her behalf with respect to each Plan Year
                      at the same rate and to the same extent as he or she is
                      then vested in his or her Employer Matching Contributions
                      Account under the SIP.

       (b)    Except to the extent otherwise provided in Sections 5 and 6, the
              Corporation will credit each Participant's Pay Deferral and Excess
              Match for a Plan Year with interest credits as of the last day of
              each calendar month until such amounts are paid to or on behalf of
              the Participant or, with respect to the Excess Match, are

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              forfeited in accordance with Section 10. The "deemed" interest
              crediting rate will be equal to the rate applied to balances in
              the Stable Income Fund, or any successor fund, under the SIP.

       (c)    From time to time, as designated by the Administrative Committee,
              each Participant will receive a statement showing his or her
              credits under the Plan.

5.     MEASURING FUNDS

       With respect to each Plan Year commencing on and after January 1, 1998,
       each Participant may, but need not, designate in such manner and at such
       time prior to the first day of such Plan Year as may be satisfactory to
       the Administrative Committee, that in lieu of receiving interest credits
       in accordance with Section 4, his or her Account Balance as of the last
       day of the preceding Plan Year and the Pay Deferral and Excess Match, if
       any, credited to the Plan on his or her behalf for the Plan Year be
       deemed invested in one or more of the Measuring Funds until such amounts
       are paid to or on behalf of the Participant or, if earlier, the date as
       of which the Participant changes his or her Measuring Fund election in
       accordance with Section 6. Such amounts shall be deemed invested as
       specified by the Participant, commencing as of the later of the first day
       of the Plan Year with respect to which the election was made or the date
       as of which such amounts are credited to the Participant's Account. As of
       the last day of each calendar quarter, the Corporation shall adjust the
       Participant's Account to reflect the credits made to the Plan on the
       Participant's behalf during the calendar quarter, including interest
       credits or deemed Measuring Fund investment return credits.
       Notwithstanding anything in the Plan to the contrary, the portion of each
       Participant's Account Balance attributable to Pay Deferral and Excess
       Match credits made to the Plan on behalf of the Participant with respect
       to Plan Years commencing prior to January 1, 1998, shall continue to
       receive interest credits on and after January 1, 1998 in accordance with
       Section 4 and shall not be subject to the Participant's Measuring Fund
       election unless, immediately prior to January 1, 1998, there is in effect
       under the Plan a written election by such Participant, in such form as
       may be acceptable to the Administrative Committee, to receive payment of
       all such amounts in the form of a single lump sum.

6.     CHANGE IN MEASURING FUND ELECTION

       The portion of the Participant's Account which is deemed to have been
       invested in a Measuring Fund pursuant to Section 5, shall be deemed to
       remain so invested until the first day of any subsequent Plan Year as of
       which the Participant elects that such amounts be deemed invested in a
       different Measuring Fund (in which case the Corporation shall be deemed
       to have sold such investment and to have reinvested the proceeds as
       directed by the Participant) or, if earlier, the date as of which the
       vested portion of the Participant's Account is paid to or on behalf of
       the Participant.

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7.     ACTUAL INVESTMENT IN MEASURING FUNDS NOT REQUIRED

       Although the benefit payable to a Participant hereunder may be measured,
       in whole or in part, by the value of deemed investments designated by the
       Participant pursuant to Section 5, the Corporation need not actually make
       any of such investments. In the event the Corporation, in its sole
       discretion, makes any such investment, such investment shall be solely
       for the Corporation's own account and the Participant shall have no
       right, title or interest in any such investments.

8.     MEASURING FUNDS ACCOUNTING

       During a period in which all or any part of a Participant's Account is
       deemed to have been invested in a Measuring Fund, such Account shall be
       deemed to receive all interest, dividends (whether in the form of stock,
       cash or property), stock splits, insurance cash surrender value or other
       property which would have been received with respect to such investment
       if the Corporation had actually owned such investment. Cash deemed
       received as dividends, interest or other distribution on such investment
       shall, to the extent possible, be deemed to have been reinvested in the
       same investment. Cash deemed received from the sale or other disposition
       of an investment shall, to the extent possible, be deemed to have been
       reinvested in another permitted Measuring Fund as directed by the
       Participant in writing. Property, other than cash, deemed received shall
       be deemed held as an investment until deemed sold pursuant to Section 6
       or 10 hereof.

9.     UNFUNDED PLAN

       The credits of each Participant under the Plan will be credited to a book
       reserve account of the Corporation. All credits will be general
       obligations of the Corporation and the Corporation is not required to set
       up a funded reserve, or otherwise set aside specific funds for the
       payment of credits under the Plan. Nothing contained herein shall be
       deemed to create a trust or create a fiduciary relationship with respect
       to the credits of Participants. The Corporation will retain title to and
       beneficial ownership of any assets which may be used to pay the credits.
       The right of a Participant to receive payment under the Plan is no
       greater than the right of any unsecured creditor of the Corporation. The
       right of any Participant to payment of credits under the Plan is not
       subject to sale, transfer, assignment, pledge or encumbrance. Nothing
       contained in the Plan shall be construed as a contract of employment
       between the Corporation and a Participant or Eligible Employee, or as a
       right of any Participant or Eligible Employee to be continued in the
       employment of the Corporation, or as a limitation on the right of the
       Corporation to terminate the employment of any of its employees, with or
       without cause.

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10.    DISTRIBUTIONS

       Each Participant shall make a distribution election applicable to his or
       her credits for each Plan Year. Such distribution election shall be in
       writing and delivered to the Administrative Committee prior to January 1
       of the Plan Year to which it applies and shall specify when the
       Participant's credits for the Plan Year are to be paid; provided,
       however, that the written distribution election of an Eligible Employee
       in effect as of December 31, 1994 under the Baxter Plan with respect to
       the plan year under the Baxter Plan ending on December 31, 1994, shall be
       treated as such Eligible Employee's distribution election under this Plan
       with respect to the initial Plan Year. The Administrative Committee, in
       its sole discretion, may establish minimum and maximum deferral periods.
       On and after January 1, 1998, all distributions under the Plan shall be
       made in the form of a single lump sum. A Participant's distribution
       election with respect to his or her credits for a Plan Year shall apply
       to all credits of the Participant attributable to that Plan Year,
       including credited interest and credited Measuring Fund deemed investment
       returns. A distribution election is irrevocable on and after January 1
       of the Plan Year to which it applies; provided, however, that all
       Participants as of December 31, 1997, who had initially elected to
       receive payment of their credits with respect to one or more Plan Years
       commencing prior to January 1, 1998, in the form of installments were
       permitted as of December 31, 1997 to irrevocably waive, and each of said
       Participants did waive, their prior election(s) to receive such payments
       in the form of installments. Payments will be made in the first quarter
       of the Plan Year after the deferral period ends, based on the value of
       the credits as of the preceding December 31 except as follows:

       (a)    A Participant who dies, incurs a Disability or incurs a
              Termination of Employment with the Corporation before the end of
              any elected deferral period will receive a single lump sum payment
              of the vested portion of his or her Account Balance under the Plan
              in the calendar month immediately following the calendar quarter
              in which occurred the Participant's death, Disability or
              Termination of Employment (as applicable), or as soon thereafter
              as is administratively feasible, without regard to the deferral
              period or periods originally elected and the nonvested portion of
              his or her Account Balance will be deemed a forfeiture.

       (b)    Notwithstanding anything in this Section 10 to the contrary, the
              Administrative Committee in its sole discretion may postpone the
              payment of any credits for up to one year from the date on which
              the credits would otherwise be payable.

11.    HARDSHIP WITHDRAWAL

       Upon written request of a Participant and the showing of an Unforeseen
       Emergency, the Administrative Committee in its sole discretion may
       authorize distribution to the Participant of all or a portion of the
       Participant's credits, but only to the extent reasonably necessary to
       satisfy the Participant's Unforeseen Emergency. In any event, payment may

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       not be made to the extent such Unforeseen Emergency is or may be
       satisfied through reimbursement by insurance or otherwise and by
       liquidation of the Participant's assets, to the extent the liquidation of
       such assets would not itself cause severe financial hardship. Any request
       authorized pursuant to this Section 11 will result in the cessation of
       all Pay Deferrals and Excess Match credits that would otherwise be
       credited to the Participant under this Plan between the first day of the
       month following the month in which the request is approved and the last
       day of that Plan Year. In addition, such Participant is precluded from
       enrolling in the Plan for the entire Plan Year beginning January 1 after
       the request is approved.

12.    ADMINISTRATION

       The Administrative Committee has the sole authority to construe and
       administer the Plan, and the Administrative Committee's construction,
       administration and actions under the Plan are binding and conclusive on
       all persons for all purposes.

13.    TAXATION

       It is intended that each Participant will be subject to income taxes on
       his or her credits under the Plan at the time the credits are paid to the
       Participant, and the Plan will be interpreted consistent with that
       intention; provided, however, that Participants' credits may be subject
       to social security and other payroll taxes as they accrue. All payments
       under the Plan are subject to applicable federal (including social
       security taxes), state and local taxes. The Corporation will not
       "gross-up" or otherwise reimburse Participants for any taxes applicable
       to payments under the Plan.

14.    AMENDMENT/TERMINATION

       The Plan may be amended or terminated at any time by the Board of
       Directors, or by a committee or person(s) to which said Board of
       Directors delegates such authority, provided that no such amendment or
       termination shall reduce any credits of any Participant under the Plan as
       of the date of such amendment or termination.

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