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                                                                     Exhibit 10F

                                    Exhibit A






                               DEXTER CORPORATION

                          RETIREMENT EQUALIZATION PLAN

                 (Amended and Restated as of December 18, 1998)
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                                                           Exhibit 10F continued


                                    Article 1
                                   Definitions


1.01     Account. The separate account maintained for each Participant on the
         books of the Corporation to which amounts representing contributions
         shall be credited and from which amounts representing benefit
         distributions shall be made.

1.02     Beneficiary. Any person or persons designated by the Participant, or
         otherwise entitled, to receive any benefit hereunder not received by
         the Participant.

1.03     Board. The Board of Directors of the Corporation.

1.04     Code. The Internal Revenue Code of 1986, as amended, or as it may be
         amended from time to time.

1.05     Corporation. Dexter Corporation and any person, firm or corporation
         into which it may be merged or consolidated or by which it may be
         succeeded and which may adopt the Plan.

1.06     Covered Plans. The following plans: (a) Dexter ESPRIT Plan ("ESPRIT"),
         (b) Dexter MERIT Plan ("MERIT"), (c) Dexter 401(k) Savings Plan ("the
         SAVINGS PLAN") and (d) The Dexter Pension Plan ("the PENSION PLAN").

1.07     Disability. A physical or mental disability about which a physician
         acceptable to the Corporation certifies to the Corporation that such
         disability (i) prohibits the person so disabled from performing his
         duties as an employee; and (ii) is likely to be permanent.

1.08     Effective Date. October 28, 1988. The effective date of this
         restatement is December 18, 1998.

1.09     Eligible Employee. An employee of the Corporation or a subsidiary of
         the Corporation who is a participant in a Covered Plan.

1.10     Participant. Any Eligible Employee who has been designated in writing
         by the Plan Administrator to participate in the Plan and who has
         accepted its terms and conditions by executing the form of plan
         agreement attached hereto as Exhibit A (the "Agreement").

1.11     Plan. Dexter Corporation Retirement Equalization Plan as herein set
         forth and as may be amended from time to time.

1.12     Plan Administrator. The Corporation as provided in Article 5.

1.13     Plan Year. The calendar year.

1.14     Valuation Date. The last day of each quarter of each Plan Year.
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                                                           Exhibit 10F continued

                                    Article 2
                                 Purpose of Plan

2.01     Purpose. The Plan is designed to provide retirement benefits that
         otherwise would be provided under a Covered Plan except for application
         of the limits on benefits and contributions under the Code applicable
         to such plans. The retirement benefits under the Plan shall be payable
         out of the general assets of the Corporation as provided in Article 4.


                                    Article 3
                                   Eligibility

3.01     Eligibility to Participate. An Eligible Employee shall be eligible to
         become a Participant in the Plan when designated by the Plan
         Administrator and upon the execution of the Agreement.

3.02     Termination of Participation. An individual shall cease to be a
         Participant upon his or her ceasing to be an Eligible Employee.


                                    Article 4
                                    Benefits

4.01     Annual Benefit. A Participant's annual benefit for a given Plan Year
         shall be calculated in accordance with the provisions of Exhibit B
         hereto.

4.02     Payment or Credit of Annual Benefit. Each Participant shall elect in
         writing, before the first day of each Plan Year, to have his annual
         benefit for such Plan Year either:

                  (1)      credited to the Participant's Account; or

                  (2)      paid to the Participant as soon as practicable after
                           the last day of the Plan Year.

         A Participant's failure to make a written election before the first day
         of a Plan Year shall constitute an election to have the annual benefit
         for such Plan Year credited to his Account. If a Participant elects to
         be paid his annual benefit, only the vested portion of his annual
         benefit shall be paid to him, and the remainder of the annual benefit,
         if any, shall be paid to him when vested.


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                                                           Exhibit 10F continued


4.03     Determination of Account Value. On each Valuation Date, the value of
         each Participant's Account shall be adjusted for any annual benefit
         credited to the Participant's Account since the last Valuation Date and
         shall be credited with interest on the Account's outstanding balance,
         at the rate quoted for five-year Treasury Notes on the first business
         day of the Plan Year.

4.04     Vesting. Benefits due to each Participant under the Plan shall vest in
         accordance with the vesting provisions of the applicable Covered Plan.

4.05     Payment of Account Balance. The balance of a Participant's Account
         shall be paid to the Participant in a single lump sum as soon as
         practicable after the Valuation Date immediately following the earliest
         of:

                  (1)      The Participant's attainment of age 65;

                  (2)      The Participant's termination of employment with the
                           Corporation or one of its subsidiaries;

                  (3)      The Participant's Disability;

                  (4)      The Participant's death; or

                  (5)      A decision of the Board, in its sole discretion, to
                           make payment prior to any of the events described in
                           (1) through (4) above.

4.06     Death Benefits. If a Participant who is entitled to receive a benefit
         under the Plan dies before receiving the full amount credited to his
         Account, the balance in the Participant's Account shall be paid to the
         person or persons (including his estate) who are recognized under the
         applicable Covered Plan as the beneficiary of the Participant's benefit
         under such Covered Plan. The benefit hereunder shall be paid to the
         beneficiary as soon as practicable following the Participant's death.


                                    Article 5
                                 Administration

5.01     Responsibilities of the Corporation as Plan Administrator. The
         Corporation shall be the Plan Administrator of the Plan. The
         Corporation shall have the following powers and responsibilities as
         Plan Administrator of the Plan:

                  (1)      to determine benefit rights;

                  (2)      to make such rules and regulations as it may deem
                           necessary to carry out the provisions of the Plan;


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                                                           Exhibit 10F continued

                  (3)      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 individuals such powers and
                           responsibilities as it shall determine.

                  (4)      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;

                  (5)      to decide any disputes which may arise;

                  (6)      to designate, consistent with sound standards, the
                           actuarial bases to be used for all actuarial
                           calculations;

                  (7)      to keep a record of all delegations of duties in
                           accordance with the provisions of this Article.
                           The Corporation may delegate 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; and

                  (8)      to designate Participants in the Plan.


                                    Article 6
                            Amendment and Termination

6.01     Right to Amend and Terminate. The Corporation hopes and expects to
         continue the Plan and the payment of contributions hereunder
         indefinitely. In order to protect the Corporation against unforeseen
         contingencies, the Corporation expressly reserves the right, by action
         of the Board, to amend the Plan, and the Corporation expressly reserves
         the right, by action of the Board to terminate the Plan.


                                    Article 7
                                  Miscellaneous

7.01     Unfunded Benefits. Any benefits payable under the Plan shall be paid by
         the Corporation out of its general assets and shall not be funded in
         any manner, provided, however, that in order to assure payment under
         the Plan, the


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                                                           Exhibit 10F continued

         Corporation may establish one or more trusts; and further, that any
         assets transferred to a trust pursuant to this sentence would remain
         subject to the claims of the general creditors of the Corporation.

7.02     Liability of the Corporation and Board. The Corporation shall not be
         required to segregate assets to provide payments under the Plan
         although it may do so. Neither the Corporation nor the Board shall be
         deemed to be a Trustee of any amounts to be paid under the Plan.

7.03     Assignment of Benefits. No benefit payable under the Plan shall be
         subject in any manner to alienation, sale, transfer, assignment,
         anticipation, pledge, encumbrance, or charge; any attempt to
         anticipate, alienate, sell, transfer, assign, pledge, encumber, or
         charge such benefits shall be void; and no such benefit or interest
         therein shall be liable for or subject to the debts, contracts,
         liabilities or torts of any Participant or Beneficiary. If any
         Participant or Beneficiary becomes bankrupt or attempts to anticipate,
         alienate, sell, transfer, assign, pledge, encumber, or charge any
         benefit under the Plan, the Plan Administrator may direct that such
         benefit be terminated and that all future payments to which such person
         otherwise would be entitled be held and applied for the benefit of such
         person, his or her children or other dependents, or any of them, in
         such manner and in such proportions as the Plan Administrator may deem
         proper.

7.04     Incapacity of Employee or Beneficiary. If the Corporation determines
         that any person to whom any payment is payable under the Plan is unable
         to care for his or her affairs or is a minor and a legal representative
         has not been appointed for such person, the Corporation may (but shall
         not be required to) direct that any benefits payable hereunder shall be
         paid to a spouse, child, parent, or other blood relative of such
         person, or to anyone found by the Corporation to have properly incurred
         expense for the support and maintenance of such Participant or
         Beneficiary, so long as such payment is permitted under applicable law
         and discharges completely all liability of the Corporation under the
         Plan.

7.05     Withholding. The Corporation shall have the right to deduct from the
         amount of any payment to a Participant (or to a Beneficiary or to the
         executors, administrators, legatees, or distributees of the
         Participant's or Beneficiary's estate) any Federal, state or local
         taxes required by law to be withheld from such amount.

7.06     No Right to Employment. Nothing in the Plan (including the designation
         of an individual as a Participant) shall be construed as giving a
         Participant any right to be retained in the employ of the Corporation
         or any right to any payment except for any benefits that may be due
         under the terms of the Plan. The Corporation expressly reserves the
         right to dismiss any Participant at any time without regard to the
         effect that such dismissal may have with respect to such benefits.


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                                                           Exhibit 10F continued


7.07     Necessary Information. A Participant eligible to receive benefits under
         the Plan shall furnish to the Plan Administrator any information or
         evidence requested by the Plan Administrator and reasonably required
         for the proper administration of the Plan. Failure on the part of any
         person to comply with any such request within a reasonable period of
         time shall be sufficient grounds for delay in payment of any benefits
         that may be due under the Plan until such information or evidence is
         received by the Plan Administrator. If any person claiming benefits
         under the Plan makes a false statement which is material to the claim
         for benefits, the Plan Administrator may offset against future payments
         any amount paid to such person to which he or she was not entitled
         under the provision of the Plan.

7.08     Binding Effect. The provisions of the Plan shall be binding upon and
         inure to the benefit of the Corporation, its successors and assigns and
         to the Participant, his/her heirs, executors, administrators and legal
         representative.

7.09     Governing Law. The provisions of the Plan shall be construed in
         accordance with and governed by the laws of the State of Connecticut.


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                                                           Exhibit 10F continued

                                    EXHIBIT A

                                    AGREEMENT

         THIS AGREEMENT ("Agreement") dated                                   by
and between Dexter Corporation, a Connecticut corporation (the "Corporation"), 
and                                                         (the "Employee").

                                WITNESSETH THAT:

WHEREAS,           the Employee is a participant in the [identify applicable 
                   Covered Plan or Plans];

WHEREAS,           the Corporation desires to provide retirement benefits that
                   otherwise would be provided to the Employee under [identify
                   applicable Covered Plan or Plans] except for application of
                   the limits on benefits and contributions under the Internal
                   Revenue Code of 1986, as amended, applicable to such plans;

WHEREAS,           the Corporation adopted the Retirement Equalization Plan (the
                   "Plan") on October 28, 1988, a copy of which Plan, as amended
                   and restated, is attached hereto.

WHEREAS,           Employee has been designated a Participant in the Plan in 
                   accordance with its terms and Employee desires to participate
                   in the Plan.

NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Corporation and Employee hereby agree as follows:

         1.       The Corporation agrees to provide retirement benefits to
                  Employee pursuant to the terms and conditions of the Plan.

         2.       Employee agrees to receive such retirement benefits provided
                  by the Corporation pursuant to the terms and conditions of the
                  Plan.

         3.       Employee agrees to be bound by the terms and conditions of the
                  Plan.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above.

Employee                                    DEXTER CORPORATION


____________________________        By______________________________

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                                                           Exhibit 10F continued


                                    EXHIBIT B


1.01     Scope

         This Exhibit B sets forth the method for calculating the Annual Benefit
         payable to Participants in this Plan under Section 4.01.

1.02     Calculation of Annual Benefit

         Each Participant in this Plan who is an active participant in ESPRIT,
         MERIT or the SAVINGS PLAN shall receive the Annual Benefit set forth in
         subsection (a) of this Section 1.02. Notwithstanding any other
         provision of this Plan to the contrary, each Participant in this Plan
         who is an active participant in the PENSION PLAN shall receive the
         Annual Benefit set forth in Subsection (b) of this Section 1.02.

         (a)      The Annual Benefit for a given Plan Year shall be equal to the
                  Adjusted Covered Plan Contribution (as defined below) less the
                  amounts of the contributions and forfeitures actually credited
                  to the Participant's accounts under the applicable Covered
                  Plan for such Plan Year. For the purposes hereof, the term
                  "Adjusted Covered Plan Contribution" shall mean the sum of the
                  total contributions and forfeitures which could have been
                  credited to such Participant under the applicable Covered Plan
                  for a given Plan Year determined (i) before applying any
                  provision of such Covered Plan that would reduce the amount of
                  such contributions or forfeitures because of the limitations
                  imposed by Section 415 of the Code or because of the
                  limitations imposed by Section 401(a) (17) of the Code on the
                  amount of the Participant's compensation that may be taken
                  into account for the Plan Year, (ii) by treating the amount of
                  the Participant's voluntary after-tax contributions and
                  elective deferrals for the Plan Year (if any) as if such
                  amount were zero, (iii) by treating the amount of any
                  executive incentive compensation payments accrued but not
                  received by the Participant during such Plan Year under the
                  Corporation's Senior Management Executive Incentive Plan as if
                  such amount were paid during such Plan Year; and (iv) by
                  treating the amount of any executive incentive compensation
                  payments received by the Participant during such Plan Year
                  under the Corporation's Senior Management Executive Incentive
                  Plan that were accrued and payable in respect of a prior Plan
                  Year as if such amount were zero.

         (b)      The Annual Benefit for a given Plan Year shall be an amount
                  equal to four percent (4%) multiplied by the Participant's
                  Compensation for the Plan Year, as such term is defined in
                  Section 1.11 of the PENSION PLAN, without regard to Section
                  401(a)(17) of the Code, less the annual Compensation Limit
                  then in effect under Section 401(a)(17) of the Code for the
                  Plan Year.


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