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                                                                EXHIBIT 10 C (2)











                             THE DEXTER CORPORATION

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                      (Restated Effective January 1, 2000)

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                             THE DEXTER CORPORATION

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN


                                TABLE OF CONTENTS

                                                                 Page(s)
                                                                 -------

Preamble              ...................................................i


Article I             Definitions........................................1


Article II            Amount of Retirement Benefit.......................3


Article III           Termination by Disability..........................5


Article IV            Form of Pension....................................6


Article V             Death Benefits.....................................6


Article VI            Suspension of Benefits.............................7


Article VII           Administration.....................................8


Article VIII          Miscellaneous......................................9


Appendix A            Early Retirement Factors..........................11
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                             THE DEXTER CORPORATION

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                                    PREAMBLE

                  The Dexter Corporation Executive Supplemental Retirement Plan
was first adopted August 24, 1979. The Plan is intended to reward participating
Executives for their services rendered to the Dexter Corporation and its
participating affiliated corporations by providing assistance for their
financial welfare upon retirement.

                  The Plan is hereby amended and restated effective January 1,
2000.

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                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01      Actuarial Equivalent. A benefit of equivalent value
when computed on the basis of actuarial tables and interest rates adopted by
Dexter.

         Section 1.02      Average Annual Earnings. The annual average of a
Participant's Earnings from Dexter during the highest 60 consecutive calendar
months of his last 120 months as a Participant in the Plan.

         Section 1.03      Dexter. The term Dexter refers to The Dexter
Corporation and its participating subsidiary and affiliated corporations.

         Section 1.04      Early Retirement Date. The first day of any month
after a Participant attains age 55 and has completed 10 Years of Service,
provided the Participant shall have given Dexter one year's notice of such Early
Retirement Date.

         Section 1.05      Earnings. Means a Participant's annual base rate of
pay for the calendar year plus any cash bonus(es) actually paid to the
Participant during the calendar year. Excluded from Earnings is any income
imputed to a Participant by reason of his use of property owned or furnished by
Dexter, any moving expenses and reimbursements, any income due to life insurance
paid by Dexter in excess of non-taxable limits, any income from the exercise of
stock options, and any income from the receipt of the Common Stock of Dexter.

         Section 1.06      Effective Date. August 24, 1979, is the Effective
Date of the Plan.

         Section 1.07      Executive. An Executive is an individual who, until
further decision of the Board of Directors of Dexter, is an employee of Dexter
eligible to be so selected with a job classification, including but not limited
to: Chairman, Vice Chairman, President, Senior Vice President, Vice President,
Secretary, Treasurer, General Manager, Group Operations Officer and Divisional
Officer.

         Section 1.08      Internal Revenue Code or Code. These terms refer to
the Internal Revenue Code of 1986, as amended and as may be further amended from
time to time.

         Section 1.09      Normal Retirement Date. The first day of the month
coincident with or next following a Participant's 65th birthday is his Normal
Retirement Date.

         Section 1.10      Other Work-Related Retirement Benefits

         (a)      Plans or Arrangements Sponsored by Dexter:

         The total annual amount of any qualified retirement plan benefit and
any other benefits derived from a nonqualified retirement plan sponsored by
Dexter to provide income in the Participant's retirement years, unless otherwise
determined by Dexter, excluding however, any benefits attributable to a salary
reduction arrangement between the Participant and Dexter relating to non-
deductible voluntary employee contributions and contributions made pursuant to

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Code Sections 401(k) and/or 125 and further excluding any benefits payable under
The Dexter Corporation Executive Deferred Compensation Benefit Plan.

         (b)      Plans or Arrangements Sponsored by an Employer Other than
                  Dexter:

         Any retirement benefit amounts determined by mutual agreement between
the Participant and Dexter as evidenced by a Participation Agreement Form
executed by the Participant within a reasonable time after the Participant is
determined by Dexter to be eligible to participate in the Plan. Such retirement
benefit amounts would include benefits derived from qualified or nonqualified
retirement plans and plans of deferred compensation sponsored by a former
employer, including, but not limited to a retirement plan for self-employed
persons or partnership. Such retirement benefit amounts would exclude retirement
income from an individual retirement accounts derived from deductible and/or
nondeductible contributions only or any governmental plan, as well as benefits
resulting from voluntary contributions, whether tax deductible or nondeductible,
made by the Participant while not in the employ of Dexter.

         Such Other Work-Related Retirement Benefits shall be deemed to be paid
under a joint and 50% survivorship annuity payable at the Participant's Normal
Retirement Date, and the Participant's spouse shall be deemed to be the survivor
annuitant regardless of the actual optional form of payment selected by the
Participant and regardless of the payee or contingent beneficiary actually
designated by the Participant. In the event that the Participant does not have a
spouse at the time of his retirement, a joint and 50% survivorship annuity form
of payment of Other Work-Related Retirement Benefits shall be computed as being
85% of such benefits payable on a life annuity basis at the Participants Normal
Retirement Date.

         Section 1.11      Participant. An Executive selected by Dexter to
participate in the Plan and who has accepted participation in the Plan, pursuant
to a written Participation Agreement Form, shall be a Participant in the Plan
but only during the period he continues to be an Executive and only until his
participation is terminated by Dexter or he terminates his employment with
Dexter.

         Section 1.12      Plan. The Dexter Corporation Executive Supplemental
Retirement Plan shall be referred to herein as the Plan.

         Section 1.13      Service. Service shall include the total years and
fractions of a year during which a Participant has been employed by Dexter as an
employee up to an Executive's actual retirement date, including Years of Service
performed after age 65, the Normal Retirement Date. In determining Service, each
completed month in excess of a full year shall be credited as a completed
twelfth of a year. Service with a predecessor corporation prior to its
acquisition by or merger into Dexter shall not be included; and Service shall be
determined only from the date of last hiring, unless Dexter elects to include
any previous service.

         Section 1.14      Social Security. The term Social Security refers to
100% of the primary old-age insurance benefit payable under the Social Security
Act at the Participant's age 65 or later retirement date. In the event that a
Participant shall retire prior to his Normal Retirement Date, Social Security
shall be determined under the law in effect at the time of his

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retirement and on the assumption that he continue to receive compensation
(including bonus) at the same rate from the date of his actual retirement until
his Normal Retirement Date.



                                   Article II

                          AMOUNT OF RETIREMENT BENEFIT

         Section 2.01      Accrued Benefit. An annual pension amount commencing
on his date of actual retirement and equal to ((1) minus (2)) times (3).

                  1.       55% of Average Annual Earnings computed through his
                           date of actual retirement.

                  2.       Social Security plus Other Work-Related Retirement
                           Benefits

                  3.       Service, to a maximum of 20 years, divided by 20.

         At the discretion of Dexter, and solely for purposes of determining the
Accrued Benefit under this Section 2.01, up to 10 additional years of Service
may be credited to an Executive who was hired over the age of 40.

         Section 2.02      Normal Retirement Pension. The Normal Retirement
Pension is the Accrued Benefit payable at or after his Normal Retirement Date.

         Section 2.03      Regular Early Retirement. If the Participant retires
on an Early Retirement Date, he may make application for either:

         (a) A retirement income commencing on his Normal Retirement Date in the
amount of his Accrued Benefit at his Early Retirement Date, or

         (b) A retirement income commencing prior to his Normal Retirement Date
which shall be equal to his Accrued Benefit at his Early Retirement Date
adjusted by the Early Retirement Factors in Table I in Appendix A (attached
hereto).

         Section 2.04      Special Early Retirement. A retiring Participant who
meets one of the following criteria will be eligible to request a commencement
of his Accrued Benefit from the Plan upon attaining age 62 or at an earlier
date, subject to the Early Retirement Factors in Table II of Appendix A. The
criteria are:

                  (a)      A Participant who is age 55 or older and has 25 or
                           more years of Service;

                  (b)      In the event there is a Change in Control, as defined
                           in Section 2.06, all Participants age 55 and older
                           with 10 or more years of Service;

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                  (c)      If Dexter sells or there is a discontinuation of
                           operations for a portion of its business interests, a
                           Participant who is age 55 or older and is employed in
                           the affected division, subject to the discretion of
                           Dexter; or

                  (d)      A Participant who has 10 or more years of Service and
                           who has received permission from Dexter to retire at
                           a Special Early Retirement Date.

         Section 2.05      Other Termination. Except in the event of a
Participant's death or disability, if a Participant terminates his employment at
Dexter prior to his Early Retirement Date, there shall be no benefits payable
from this Plan.

         Section 2.06      Change in Control. As used in this Plan, the term
"Change in Control" means the occurrence of any of the following events:

         (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (as defined in
Section 2.06(e)) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 19% or more of the combined
voting power of the then outstanding Voting Stock (as defined in Section
2.06(e)) of Dexter (as defined in Section 2.06(e)); provided, however, that for
purposes of this Section 2.06(a), the following acquisitions shall not
constitute a Change in Control: (1) any issuance of Voting Stock of Dexter
directly from Dexter that is approved by the Incumbent Board (as defined in
Section 2.06(b)), (2) any acquisition by Dexter of Voting Stock of Dexter, (3)
any acquisition of Voting Stock of Dexter by any employee benefit plan (or
related trust) sponsored or maintained by Dexter or any Subsidiary (as defined
in Section 2.06(e)), or (4) any acquisition of Voting Stock of Dexter by any
Person pursuant to a Business Combination (as defined in Section 2.06(c)) that
complies with clauses (1), (2) and (3) of Section 2.06(c); or

         (b) Individuals who, as of the date hereof, constitute the Board (as
defined in Section 2.06(e)) (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a Director subsequent to the date hereof whose election, or
nomination for election by Dexter's shareholders, was approved by a vote of at
least two-thirds of the Directors then comprising the Incumbent Board (either by
a specific vote or by approval of the proxy statement of Dexter in which such
person is named as a nominee for director, without objection to such nomination)
shall be deemed to have been a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest (within the meaning of Rule
14a-11 of the Exchange Act) with respect to the election or removal of Directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

         (c) Consummation of a reorganization, merger or consolidation, a sale
or other disposition of all or substantially all of the assets of Dexter, or
other transaction (each, a "Business Combination"), unless, in each case,
immediately following such Business Combination, (1) all or substantially all of
the individuals and entities who were the beneficial owners of Voting Stock of
Dexter immediately prior to such Business Combination beneficially

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own, directly or indirectly, more than two-thirds of the combined voting power
of the then outstanding shares of Voting Stock of the entity resulting from such
Business Combination (including, without limitation, an entity which as a result
of such transaction owns Dexter or all or substantially all of Dexter's assets
either directly or through one or more subsidiaries), (2) no Person (other than
Dexter, such entity resulting from such Business Combination, or any employee
benefit plan (or related trust) sponsored or maintained by Dexter, any
Subsidiary or such entity resulting from such Business Combination) beneficially
owns, directly or indirectly, 19% or more of the combined voting power of the
then outstanding shares of Voting Stock of the entity resulting from such
Business Combination, and (3) at least a majority of the members of the Board of
Directors of the entity resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement or of
the action of the Board providing for such Business Combination; or

         (d) Approval by the shareholders of Dexter of a complete liquidation or
dissolution of Dexter, except pursuant to a Business Combination that complies
with clauses (1), (2) and (3) of Section 2.06(c).

         (e) For purposes of this Section 2.06, (1) "Board" means the Board of
Directors of Dexter, (2) "Dexter" means The Dexter Corporation, a Connecticut
corporation, (3) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, (4) "Voting Stock" means securities entitled to vote generally in the
election of Directors; and (5) "Subsidiary" means an entity in which Dexter
directly or indirectly beneficially owns 50% or more of the outstanding Voting
Stock.



                                  ARTICLE III

                            TERMINATION BY DISABILITY

         Section 3.01      Disability Pension. If a Participant who has
completed at least ten (10) years of Service but who has not attained his Early
Retirement Date terminates his employment on account of disability and such
Participant is entitled to a long-term disability benefit under another plan
maintained by Dexter or is otherwise determined by Dexter to be disabled, such
Participant shall be entitled to receive a disability pension at his Normal
Retirement Date.

         The amount of the disability pension shall be computed under Section
2.01 based on the facts and circumstances as of the date of his disability as if
such date had been his Early Retirement Date, but with credit for Service (to a
maximum of 20 years) to his Normal Retirement Date or, if earlier, the date of
recovery from his disability. It is intended that the Disability Pension be
based on Annual Average Earnings and offsetting computations determined at the
date of such disability, that payments be made as if a Participant had reached
his Early Retirement Date and the Participant made the election provided in
Section 2.03(a) or (b), but with the amount of Service he would have been
credited with had he remained a Participant until his Normal Retirement Date or,
if earlier, the date of recovery from his disability.

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         Section 3.02      Exception to Disability Pension. If the Participant
is covered by a long-term disability plan by Dexter and such plan also provides
for payments to or benefit accruals under another qualified or nonqualified
retirement Plan of Dexter from the date of disability until the Participant
attains his Normal Retirement Date, such Participant will cease to earn accruals
under this Plan as of the date the Participant first becomes eligible for
retirement benefits (payments or accruals) under the long-term disability plan.



                                   ARTICLE IV

                                FORM OF PENSION

         Section 4.01      Standard Form.

         (a) Benefits shall be paid to an unmarried Participant in the form of a
life annuity payable in monthly or other mutually convenient installments, and
shall cease upon his death.

         (b) A married Participant shall be paid in the form of a 50% joint and
survivor annuity for the lives of the Participant and his spouse, which amount
shall be the actuarial equivalent of the standard form for an unmarried
Participant, provided such election is made in writing and delivered to Dexter
prior to the commencement of pension payments hereunder.

         Section 4.02      Optional Forms. The Participant may make an election
to receive an optional form of benefit approved by Dexter which is the actuarial
equivalent of the Standard Form.

         Section 4.03      Election of Form of Benefit. Any election made
pursuant to Sections 4.01 or 4.02 shall be made on a Benefit Election Form as
provided by Dexter to the Participant prior to the commencement of benefits
hereunder.



                                   ARTICLE V

                                 DEATH BENEFITS

         Section 5.01      Death Prior to Retirement.

         (a) In the event that a legally married Participant dies while an
employee of Dexter, his surviving spouse shall receive an annual pension benefit
during such spouse's lifetime equal to 50% of the amount he would have received
had he retired on the date of his death and elected to receive the retirement
benefit payable under Section 4.01(b). Such distributions are subject to the
following provisions: (1) such benefit shall be payable only in the event the
Participant was legally married for at least one year prior to the date of his
death; and (2) if such surviving spouse is more than five years younger than the
Participant, the amount of such pension benefit shall be actuarially adjusted to
reflect this contingency. Such amount of

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pension shall commence on the first day of the month following the month in
which death occurs.

         (b) In the event that a Participant who is either not legally married
or who has been legally married for less than one year dies while employed by
Dexter, there shall be no death benefit whatsoever payable hereunder; and
neither he nor any person claiming through him shall receive any benefits
pursuant to this plan.

         Section 5.02      Death After Retirement. When a Participant dies after
his retirement and after the written election of the form of his benefit
payments, death benefits, if any, shall be paid in accordance with the form of
benefit so elected. However, if the retired participant had not yet elected the
form of payment, death benefits shall be paid in accordance with Section 5.01
but based upon his Accrued Benefit at the time of his actual retirement.



                                   ARTICLE VI

                             SUSPENSION OF BENEFITS

         Section 6.01      Suspension of Benefits. No benefits, or no further
benefits, as the case may be, shall be paid to a Participant if Dexter shall
determine that such Participant shall have violated any of the following
covenants:

         (a) For two years following the termination of Participant's employment
with Dexter, the Participant will not, without the prior written consent of
Dexter, which consent may be withheld for any reason or no reason, engage in
Competition (as defined below) with Dexter. For this purpose, if the Participant
takes any of the following actions, the Participant will be engaged in
"Competition": engaging in or carrying on, directly or indirectly, any
enterprise, whether as an advisor, principal, agent, partner, officer, director,
employee, stockholder, associate or consultant to any person, partnership,
corporation or any other business entity, if such enterprise's sales of any
product or service competitive with any product or service of Dexter amounted to
10% of such enterprise's net sales for its most recently completed fiscal year
and if Dexter's net sales of said product or service amounted to 10% of Dexter's
net sales for its most recently completed fiscal year; provided, however, that
"Competition" will not include (1) the mere ownership of securities in any
enterprise and exercise of rights appurtenant thereto or (2) participation in
management of any enterprise or business operation thereof other than in
connection with the competitive operation of such enterprise.

         (b) During Participant's employment with Dexter, Dexter has disclosed
to Participant its confidential or proprietary information (as defined in this
Section 6.01(b)) to the extent necessary for Participant to carry out
Participant's obligations as an employee of Dexter. Participant covenants and
agrees that Participant will not, without the prior written consent of Dexter,
at any time, disclose to any person not employed by Dexter, or use in connection
with engaging in Competition with Dexter, any confidential or proprietary
information of Dexter. For this purpose, the term "confidential or proprietary
information" will include all information of any nature and in any form that is
owned by Dexter and that is not publicly available or generally

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known to persons engaged in businesses similar or related to those of Dexter.
Confidential information will include, without limitation, Dexter's financial
matters, customers, employees, industry contracts, and all other secrets and all
other information of a confidential or proprietary nature. The foregoing
obligations imposed by this Section 6.01(b) will cease if such confidential or
proprietary information will have become, through no fault of the Participant,
generally known to the public or the Participant is required by law to make
disclosure (after giving Dexter notice and an opportunity to contest such
requirement).

         (c) The Participant covenants and agrees that for two years following
the termination of Participant's employment with Dexter, Participant will not
attempt to influence, persuade or induce, or assist any other person in so
persuading or inducing, any employee of Dexter to give up, or to not commence,
employment or a business relationship with Dexter.



                                  ARTICLE VII

                                 ADMINISTRATION

         Section 7.01      Responsibilities of Dexter as Plan Administrator.
Dexter shall be the Plan Administrator of the Plan. Dexter shall have the
following powers and responsibilities as Plan Administrator of the Plan:

         (a) To determine the Executives who shall be eligible to participate in
the Plan, which Executives shall be Participants in the Plan, and the period
during which they shall be Participants.

         (b) To determine benefit rights.

         (c) To determine the manner of disbursement of benefits.

         (d) To make rules and regulations as it may deem necessary to carry out
the provisions of the Plan.

         (e) To employ actuaries, attorneys, accountants, and such other
individuals as it shall deem necessary or desirable in the administration of the
Plan, and to delegate to such actuaries, attorneys, accountants and other
individuals such powers and responsibilities as it shall determine.

         (f) To determine in accordance with uniform standards any question
arising in the administration, interpretation and application of the Plan, such
determination to be conclusive and binding to the extent the same shall not be
plainly inconsistent with the terms of the Plan or any applicable law.

         (g) To decide any disputes which may arise.

         (h) To designate, consistent with sound standards, the actuarial bases
to be used for all actuarial calculations.

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         Without limiting the generality of the foregoing, Dexter, as Plan
Administrator, shall have power to determine the amount of Other Work-Related
Retirement Benefits (as defined in Section 1.10) which shall be provided from
any defined contribution plan, the entitlement of an Executive to the disability
pension provided in Section 3.01, the amount of any optional form of payment
elected under Section 4.02, the amount of the actuarial equivalent payable at
Early Retirement Date as provided in Section 2.01B2, and the amount of any
actuarial reduction in the event a spouse is more than five years younger than
an Executive as provided in Sections 4.03 and 5.01. Dexter may allocate some or
all of its powers and responsibilities as Plan Administrator as enumerated above
to such individuals, committees of individuals, firms or corporations as it
shall determine.

         Section 7.02      Amendment and Termination of Plan. Dexter shall have
the power, in its uncontrolled discretion, to amend or terminate the Plan at any
time.

         Section 7.03      Action by Dexter. Whenever Dexter is required or
authorized to exercise any powers hereunder, or whenever any discretion or
activity is called for by the Board of Directors of Dexter, such action shall be
taken by the Board of Directors, or such other committee of the Board of
Directors, or other person as shall be determined by the Board of Directors.



                                  ARTICLE VIII

                                  MISCELLANEOUS

         Section 8.01      Prohibition Against Alienation. No benefit payable
under this Plan, whether or not in payment status, shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or to charge the same shall be void. No such benefit or
interest shall be liable for or subject to the debts, contracts, liabilities or
torts of the Executive or his spouse entitled to any benefit or having any
interest. If any Participant, former Participant, or spouse becomes bankrupt or
attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any benefit under this Plan, then Dexter may, in its discretion, direct
that any benefit to which such Participant, former Participant, or spouse is
entitled be terminated and that all future payments to which such Participant,
former Participant, or spouse would otherwise be entitled be held and applied
for the benefit of such Participant, former Participant, or spouse, his spouse,
children or other dependents, or any of them, in such manner and in such
proportion as Dexter may deem proper.



         Section 8.02      Application of Benefit of Participant. In the event
that Dexter finds that a Participant, former Participant, or spouse is unable to
care for his or her affairs because of illness or accident, any benefits payable
hereunder may, unless claim has been made therefore by a duly appointed
guardian, conservator or other legal representative, be paid to a spouse, child,
parent, or other blood relative of such person, or to anyone found by Dexter to

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have incurred expense for the support and maintenance of such Participant,
former Participant, or spouse, and any such payment made shall be a complete
discharge of all liability of Dexter under the Plan.

         Section 8.03      No Right to Continued Employment. Nothing in this
Plan shall be construed as giving any Participant the right to be retained in
Dexter's employ, or the right to any payment whatsoever except to the extent of
the benefits provided for in the Plan. Dexter expressly reserves the right to
dismiss any Participant at any time without liability for the effect which such
dismissal might have upon any benefit to be paid thereunder.

         Section 8.04      Plan Unfunded. It is expressly intended that no funds
shall be set aside by trust, insurance contract, or otherwise, to fulfill any
responsibilities which Dexter may have under the Plan; provided, however, that
nothing in this Section 8.04 shall prohibit Dexter from establishing and
transferring assets to one or more trusts, the assets of which shall be subject
to the claims of the creditors of Dexter in the event of its bankruptcy or
insolvency, in order to secure the payment of benefits under the Plan.

         Section 8.05      Governing Law. The provisions of the Plan shall be
construed, administered, and enforced according to the laws of the State of
Connecticut.

         Section 8.06      Gender and Number. Words used in the masculine
include the feminine gender. Words used in the singular or plural shall be
construed as if plural or singular, respectively, where they would so apply.

         Section 8.07      Titles. Titles of Articles and Sections are inserted
for convenience and shall not affect the meaning or construction of the Plan.

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<TABLE>
<CAPTION>
                                   APPENDIX A

                            EARLY RETIREMENT FACTORS

               Age When
           Benefits Commence                            Table I                               Table II
           -----------------                            -------                               --------
              <C>                                       <C>                                    <C>
                  55                                     .500                                   .700
                  56                                     .533                                   .733
                  57                                     .567                                   .767
                  58                                     .600                                   .800
                  59                                     .633                                   .833
                  60                                     .667                                   .867
                  61                                     .733                                   .933
                  62                                     .800                                   1.000
                  63                                     .867                                   1.000
                  64                                     .933                                   1.000
              65 or older                                1.000                                  1.000
</TABLE>


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