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                                                                     EXHIBIT 10G
 
                             THE DEXTER CORPORATION
                  EXECUTIVE DEFERRED COMPENSATION BENEFIT PLAN
 
                                   ARTICLE 1
                                  INTRODUCTION
 
     1.1 Effective Dates.  This Executive Deferred Compensation Benefit Plan
(the "Plan") was originally effective as of December 27, 1985, was subsequently
amended as of December 27, 1985 and February 26, 1988, and is hereby amended and
restated as of January 1, 1996.
 
     1.2 Purpose.  The purpose of this Plan is to provide a means whereby The
Dexter Corporation may improve the financial security of a select group of
management employees of the Company who render valuable services to the Company
that constitute an important contribution towards the Company's continued growth
and success, by providing the potential for additional retirement income and
death benefits.
 
     1.3 Rights.  The rights of Employees who participate in the Plan are set
forth herein. By signing a Deferral Agreement, an Employee agrees to be bound by
the terms hereof.
 
                                   ARTICLE 2
                                  DEFINITIONS
 
     Except as otherwise provided, the following terms have the definitions
hereinafter indicated whenever used in this Plan with initial capital letters:
 
     Administrator.  "Administrator" means the Chief Executive Officer of the
Company.
 
     Assigned Policy.  "Assigned Policy" means any policy of life insurance on
the life of a Participant or former Participant, including any certificate of
life insurance issued under a master contract, purchased and owned by the
Company as a basis to measure and recover the cost of benefits (in whole or in
part) with respect to another Participant under the Plan, a list of which
policies is maintained by the Company.
 
     Beneficiary.  "Beneficiary" means the person or persons designated by the
Employee as the recipient of a benefit, on the Beneficiary Designation Form
attached hereto as Exhibit A, in accordance with the terms of this Plan.
 
     Company.  "Company" means The Dexter Corporation, a Connecticut
corporation, all of its wholly-owned and majority-owned subsidiaries, and any
affiliated organization so designated by The Dexter Corporation whether now
existing or hereafter formed.
 
     Deferral.  "Deferral" means the Deferral Units, the receipt of which a
Participant elected to defer by signing a Deferral Agreement.
 
     Deferral Agreement.  "Deferral Agreement" means the written agreement
entered into by the Company and an Eligible Employee pursuant to which the
Eligible Employee makes a Deferral under the Plan.
 
     Deferral Period.  "Deferral Period" means (i) for Participants who are not
eligible to retire at their Normal Retirement Date within the seven consecutive
Plan Years immediately following an election to defer compensation, the four
consecutive Plan Years commencing the first day of the first Plan Year
immediately following an election to defer compensation hereunder, or (ii) for
Participants who are eligible to retire at their Normal Retirement Date within
the seven consecutive Plan Years immediately following an election to defer
compensation, the number of consecutive Plan Years, up to four, elected by the
Participant and commencing the first day of the first Plan Year immediately
following an election to defer compensation hereunder.
 
     Deferral Unit.  "Deferral Unit" means an amount of a Participant's
compensation equal to $5,000.
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     Disabled.  "Disabled" means a condition which qualifies a Participant to
receive long-term disability benefits under the Company's long-term disability
plan or policy then in effect.
 
     Early Retirement.  "Early Retirement" means termination of a Participant's
employment with the Company, for reasons other than death, on or after the first
day of the first month after the date the Participant attains age fifty-five
(55), but prior to the date the Participant attains age sixty-five (65).
 
     Eligible Employee.  "Eligible Employee" means a key management Employee who
is selected by the Administrator to participate in the Plan.
 
     Employee.  "Employee" means any person employed by the Company on a regular
full-time salaried basis, including officers of the Company.
 
     Gross Cash Value.  "Gross Cash Value" means the amount of money that a
Policy owner would receive as a refund if the Policy owner cancels the coverage
and surrenders the Policy to the Insurer plus the amount of any Policy loans
outstanding on the Policy.
 
     Hardship.  "Hardship" means, in the sole and absolute determination of the
Administrator, a severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or of a dependent
of the Participant, loss of the Participant's property due to casualty or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond control of the Participant. In no event shall a Hardship be
considered to exist to the extent it can be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant's
assets, to the extent that such liquidation would not itself cause a Hardship,
or by the cessation of deferrals of compensation under any plan of the Company,
including the Plan, nor shall a Hardship be found to exist on account of the
need to send a Participant's child to college or the desire to purchase a home.
 
     Individual Policy.  "Individual Policy" means any policy of life insurance
on the life of a Participant, including any certificate of life insurance issued
under a master contract, purchased and owned by the Company as a basis to
measure and recover the cost of benefits with respect to that Participant under
the Plan, a list of which policies is set forth on a list maintained by the
Company.
 
     Insurer.  "Insurer" means such insurance company as the Company may from
time to time utilize to provide insurance coverage on the lives of Participants
or former Participants.
 
     Insurer Ledger Projection.  "Insurer Ledger Projection" means the Insurer's
assessment of policy values for all years of a Policy given current rate
assumptions and a specified transaction pattern.
 
     Marginal Tax Rate.  "Marginal Tax Rate" means the rate of United States
federal taxes on the Company's net income, in the year a benefit under the Plan
must be calculated, as determined
by the Administrator in its sole and absolute discretion. The Administrator may
estimate the Marginal Tax Rate in order to make a benefit distribution or for
other purposes under the Plan.
 
     Normal Retirement.  "Normal Retirement" means termination of a
Participant's employment with the Company, for reasons other than death, on or
after the first day of the first month after the date the Participant attains
age sixty-five (65).
 
     Optional Benefit.  "Optional Benefit" means the retirement benefit pursuant
to Section 5.2(b). In order to receive the Optional Benefit, a Participant must
have elected such Optional Benefit in his Deferral Agreement.
 
     Participant.  "Participant" means an Eligible Employee who has filed a
completed and executed Deferral Agreement with the Administrator prior to
December 31, 1995, and is participating in the Plan.
 
     Plan.  "Plan" means The Dexter Corporation Executive Deferred Compensation
Benefit Plan, as amended from time to time.
 
     Plan Year.  "Plan Year" means the calendar year beginning January 1 and
ending December 31.
 
     Policy.  "Policy" means any Individual Policy or Assigned Policy.
 
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     Retirement.  "Retirement" means Early Retirement or Normal Retirement, as
the case may be.
 
     Termination Benefit.  "Termination Benefit" means the benefit a Participant
receives if he ceases to be an Employee, for any reason other than death or
Retirement, as provided in Section 5.4.
 
     Termination Rate.  "Termination Rate" means the interest rate, for the
appropriate periods involved, as determined by the Administrator, in its sole
and absolute discretion, and shall be calculated using either (i) Moody's
Intermediate Bond Index BAA or (ii) Treasury 90-day rates.
 
                                   ARTICLE 3
                 DETERMINATION OF BENEFITS AND CLAIMS PROCEDURE
 
     The Administrator shall make all determinations concerning rights to
benefits under the Plan. All claims for benefits under the Plan by an Eligible
Employee shall be made in writing to the Administrator. If the Administrator
believes that the claim should be denied, the Administrator shall notify the
claimant in writing of the denial of the claim within ninety (90) days after the
Administrator's receipt thereof. Such notice shall (i) set forth the specific
reason or reasons for the denial, making reference to the pertinent provisions
of the Plan on which the denial is based; (ii) describe any additional material
or information that should be received before the claim may be acted upon
favorably and explain the reason why such material or information, if any, is
needed; and (iii) inform the claimant of his right pursuant to this Article 3 to
request review of the decision by the Administrator. A claimant who believes
that he has submitted all available and relevant information may appeal the
denial of a claim to the Administrator by submitting thereto a written request
for review within sixty (60) days after the date on which such denial is
received. Such period may be extended by the Administrator for good cause shown.
The person making the request for review may examine the Plan and the request
for review may discuss any issues relevant to the claim. The Administrator shall
decide whether or not to grant the claim within sixty (60) days after receipt of
the request for review, but this period may be extended by the Administrator for
up to an additional sixty (60) days in special circumstances. The
Administrator's decision shall be in writing, shall include specific reasons for
the decision, shall refer to pertinent provisions of the Plan on which the
decision is based, and shall be final and binding on all persons.
 
                                   ARTICLE 4
                                 PARTICIPATION
 
     4.1 Election to Defer.  An Eligible Employee may elect to participate in
the Plan, effective as of the first day of a Plan Year, by filing a completed
and fully executed Deferral Agreement with the Administrator, or a person
designated by the Administrator, prior to commencement of such Plan Year. Said
Deferral Agreement shall not be amended, modified, or revoked during the
Deferral Period to which it relates other than by termination of service
pursuant to Section 5.4 or an Emergency Benefit pursuant to Section 5.5.
Pursuant to a Deferral Agreement, an Eligible Employee shall designate
irrevocably the number of Deferral Units which shall be deferred annually over
the Deferral Period; provided, however, that such Deferral must be equal to the
initial four (4) annual premiums on a Policy and that a Participant shall not
defer any additional amounts. Notwithstanding any other provision of this
Section, an Eligible Employee may not elect to participate in the Plan, and
shall not otherwise become a Participant in the Plan, unless a completed and
fully executed Deferral Agreement has been filed by him with the Administrator,
or a person designated by the Administrator, prior to December 31, 1995.
 
     4.2 Amount of Deferral.  A Participant may elect to defer from one (1) to
five (5) Deferral Units for each Plan Year during each Deferral Period.
 
     4.3 Reduction in Compensation.  The compensation of the Participant for
each of the Plan Years in a Deferral Period shall be reduced by an amount equal
to the Deferral Units which the Participant elects to defer in the Deferral
Agreement. The Company shall automatically deduct a pro rata portion of the
amount of such reduction in compensation from each paycheck delivered to the
Participant.
 
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     4.4 Deferral When Disabled.  If a Participant should become Disabled during
a Deferral Period, the Company shall make such Participant's Deferrals for him
during the time he is Disabled, and such Participant shall not be required to
make any Deferrals while Disabled. The Company shall recover from any Policy on
the life of such Participant that has been purchased by the Company all amounts
paid pursuant to the preceding sentence at the beginning of the fourth year
following the end of a Deferral Period. If a Participant ceases to be Disabled
during a Deferral Period, then such Participant shall be required to commence
making Deferrals from the date he ceases to be Disabled. Such Participant shall
not, however, be required to pay any of, or reimburse the Company for, the
Deferrals made for him during the period in which he was Disabled.
 
     4.5 Company Payments.  The Company, in its sole discretion, may make one or
more Deferrals on behalf of a Participant, and such Participant shall not be
required to make such Deferrals. Except as hereinafter provided to the contrary,
a Deferral so made shall be treated as a "Deferral" for all purposes of the Plan
as if made by the Participant pursuant to an election to defer compensation. In
such case, the Deferral Agreement shall specify the Deferral Period and the
amount of Deferral paid or to be paid by the Company. Company-paid Deferrals
will be reimbursed to the Company upon payment of Deferrals pursuant to the Plan
unless the Participant is an Employee at the time of such payment or unless this
provision is waived in writing by the Administrator at the time such Deferral is
made.
 
                                   ARTICLE 5
                                    BENEFITS
 
     5.1 Payment of Deferral.  As soon as practicable after the beginning of the
fourth calendar year following the end of a Deferral Period, the Company shall
pay to the Participant in a lump sum an amount equal to all of his Deferral
Units deferred over such Deferral Period without interest. Notwithstanding the
preceding sentence, a Participant may irrevocably elect prior to the beginning
of a Deferral Period to defer payment of such lump sum amount to a specified
date later than the date on which he would receive such amount if no election
were made.
 
     5.2 Retirement Benefit.  In connection with a Participant's Retirement, the
Company shall pay to such Participant the following amounts:
 
     (a) Individual Policies.
 
          (i) Initial Payment.  With respect to a Participant whose employment
     with the Company terminates, for reasons other than death, on or after the
     date the Participant attains the age of fifty-five (55) and whose
     retirement benefit is measured by one or more Individual Policies, the
     Company shall pay to such Participant, within twelve (12) months following
     the date the Participant attains the age of sixty-five (65) (or upon the
     date of the Participant's Early Retirement, if such Early Retirement is
     elected by a Participant and approved by the Administrator on account of
     Hardship, or such other immediate and compelling reason as the
     Administrator in his sole discretion shall determine), an amount, if any,
     equal to the following:
 
             (A) the cumulative amount of the Gross Cash Value of any Individual
        Policy on the life of the Participant then in effect, less
 
             (B) the cumulative amount of all premiums paid on any such
        Individual Policy, less
 
             (C) the cumulative interest expense on all loans under any such
        Individual Policy, plus
 
             (D) the cumulative Federal tax benefit to the Company derived from
        the deductibility of the interest expense on all loans under any such
        Individual Policy, divided by
 
             (E) one (1) minus the Marginal Tax Rate.
 
          (ii) Annual Payments.  Within thirty (30) days after each anniversary
     of the payment to be made pursuant to Section 5.2(a)(i), the Company shall
     pay to a Participant an amount, if any, equal to the following:
 
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             (A) the annual increase in the Gross Cash Value of any Individual
        Policy on the life of the Participant then in effect, less
 
             (B) the annual amount of all premiums paid on any such Individual
        Policy, less
 
             (C) the annual interest expense on all loans under any such
        Individual Policy, plus
 
             (D) the annual Federal tax benefit to the Company derived from the
        deductibility of the interest expense on all loans under any such
        Individual Policy, divided by
 
             (E) one (1) minus the Marginal Tax Rate.
 
     The annual payments under this Section 5.2(a)(ii) shall automatically
     terminate upon the death of any Participant who has not elected the
     Optional Benefit in his Deferral Agreement.
 
     (b) Assigned Policies.
 
          (i) Initial Payment.  With respect to a Participant whose employment
     with the Company terminates, for reasons other than death, on or after the
     date the Participant attains the age of fifty-five (55) and whose
     retirement benefit is measured by one or more Assigned Policies, the
     Company shall pay, within twelve (12) months following the date of the
     Participant attains the age of sixty-five (65) (or Early Retirement, if
     such Early Retirement is elected by a Participant and approved by the
     Administrator on account of Hardship, or such other immediate and
     compelling reason as the Administrator in his sole discretion shall
     determine), an amount, if any, determined in accordance with Section
     5.2(a)(i) above but substituting the term "Assigned Policies" for the term
     "Individual Policies"; provided, however, that if the person whose life is
     insured under any such Assigned Policy ("Covered Person") should die before
     such Participant, then the amount of the benefit shall be actuarially
     determined, based upon the most current Insurer Ledger Projection, as
     though the Covered Person is still alive.
 
          (ii) Annual Payments.  Within thirty (30) days after each anniversary
     of the payment to be made pursuant to Section 5.2(b)(i) relating to an
     Assigned Policy, the Company shall pay to a Participant an amount, if any,
     determined in accordance with Section 5.2(a)(ii) above but substituting the
     term "Assigned Policies" for the term "Individual Policies"; provided,
     however, that (A) if the Covered Person under any such Assigned Policy
     should die before such Participant, then the amount of the benefit shall be
     actuarially determined, based upon the most current Insurer Ledger
     Projection, as though the Covered Person is still alive, and (B) if such
     Participant has elected the Optional Benefit in his Deferral Agreement, he
     shall receive only fourteen such annual payments. Should a Participant who
     has elected the Optional Benefit in his Deferral Agreement die before
     receiving all of said fourteen payments, any remaining payments shall be
     made to the Beneficiary of such deceased Participant.
 
     (c) Changes in Tax Law.  Notwithstanding any other provisions of this
Section 5.2, if the tax deductibility of interest paid by the Company on Policy
loans is eliminated by change in law or regulation (or interpretation thereof),
then a Participant shall receive only a Termination Benefit pursuant to Section
5.4(c).
 
     5.3 Death Benefit.
 
     (a) Except as otherwise set forth in Section 5.3(b), within one hundred
eighty (180) days after the Administrator receives notice of the death of a
Participant, whether during employment or after Retirement, the Company shall
pay a death benefit to the Participant's Beneficiary in an amount, if any, equal
to the following:
 
          (i) the death benefit provided under any Individual Policy on the life
     of the Participant then in effect, less
 
          (ii) the outstanding principal amount of any loans on any such
     Individual Policy, divided by
 
          (iii) one (1) minus the Marginal Tax Rate.
 
     Notwithstanding the preceding sentence, the amount of the death benefit
     shall not be increased by one (1) minus the Marginal Tax Rate if the
     Company is required to recognize as income for Federal tax
 
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     purposes the receipt of the death benefit provided under the Policy. The
     payment of the death benefit shall be in a lump sum, unless the Participant
     has elected in his Deferral Agreement to have the Company pay his
     Beneficiary in five annual installments with interest accruing on the
     unpaid amount at the Termination Rate.
 
     (b) There shall be no death benefit for any Participant who has elected the
Optional Benefit in his Deferral Agreement.
 
     5.4 Termination Benefit.
 
     (a) Termination of Employees with Individual Policies.
 
          (i) If a Participant who has one or more Individual Policies on his
     life shall cease to be an Employee for any reason other than death or
     Retirement within seven (7) years after the commencement date of a Deferral
     Period, the Company shall pay such Participant, within three (3) months
     following the termination of his employment, an amount equal to the greater
     of (A) the amount, if any, he would have received under Section 5.2(a)(i)
     if he had retired on the date he ceases to be an Employee, or (B) such
     Participant's total amount of Deferral Units plus interest at the
     Termination Rate calculated in arrears.
 
          (ii) If a Participant who has one or more Individual Policies on his
     life shall cease to be an Employee for any reason other than death or
     Retirement seven (7) or more years after the commencement date of a
     Deferral Period, the Company shall pay to such Participant, within three
     (3) months following the termination of his employment, the amount, if any,
     he would have received under Section 5.2(a)(i) if he had retired on the
     date he ceases to be an Employee.
 
     (b) Termination of Employees with Assigned Policies.
 
          (i) If a Participant who has been assigned one or more Assigned
     Policies shall cease to be an Employee for any reason other than death or
     Retirement within seven (7) years after the commencement date of a Deferral
     Period, the Company shall pay such Participant, within three (3) months
     following the termination of his employment, an amount equal to the greater
     of (A) the amount, if any, he would have received under Section 5.2(b)(i)
     if he had retired on the date he ceases to be an Employee or (B) such
     Participant's total amount of Deferral Units plus interest at the
     Termination Rate calculated in arrears.
 
          (ii) If a Participant who has been assigned one or more Assigned
     Policies shall cease to be an Employee for any reason other than death or
     Retirement seven (7) or more years after the commencement date of a
     Deferral Period, the Company shall pay to such Participant, within three
     (3) months following the termination of his employment, the amount, if any,
     he would have received under Section 5.2(b)(i) if he had retired on the
     date he ceases to be an Employee.
 
     (c) Termination due to Change in Tax Laws.  If the tax deductibility of
interest paid by the Company on Policy loans is eliminated by change in law or
regulation (or interpretation thereof), then the Company shall pay, within three
(3) months of such event, (i) the amount, if any, determined in accordance with
Section 5.4(a) in respect to a Participant who has one or more Individual
Policies on his life, and (b) the amount, if any, determined in accordance with
Section 5.4(b) in respect to a Participant who been assigned has one or more
Assigned Policies.
 
     5.5 Emergency Benefit.  If the Administrator, upon written petition of the
Participant, determines, in its sole discretion, that the Participant has
suffered a Hardship, the Company shall pay to the Participant, as soon as
practicable following such determination, an amount, not in excess of such
Participant's Deferral Units, necessary to meet the Hardship. The amount of the
benefits otherwise payable under Sections 5.1, 5.2, 5.3, and 5.4 shall
thereafter be actuarially adjusted to reflect the early payment of such
emergency benefit. The finding of Hardship by the Administrator shall
immediately revoke a Participant's Deferral Agreement.
 
     5.6 Protective Provisions.  Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits under the Plan, taking such physical
examination as the Company may deem necessary and taking such other reasonable
action as may be requested by the Company. If a Participant refuses to
cooperate, the Company shall have no further
 
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obligation to the Participant or Beneficiary under the Plan, other than payment
to such Participant of the aggregate amount of his Deferral Units theretofore
made pursuant to the Plan. If a Participant commits suicide during the first
twenty-four (24) months after the effective date of an election to defer under
the Plan, or should the Insurer decline payment to the Company under the Policy
due to any material misstatement of information or nondisclosure of medical
history on the part of the Participant, the Administrator may, in its sole and
absolute discretion, direct the Company to pay to the Beneficiary of such
Participant, as the only Death Benefit payable under the Plan, a lump sum amount
equal to such Participant's Deferral Units plus interest at the Termination Rate
calculated in arrears, if such Deferral Units have not already been paid to the
Participant pursuant to Section 5.1 above; provided, however, that if such
Deferral Units have already been paid to the Participant pursuant to Section 5.1
above, no Death Benefit shall be payable under the Plan.
 
     5.7 Withholding; Unemployment Taxes.  To the extent required by the law in
effect at the time payments are made, the Company shall withhold from payments
made hereunder the taxes required to be withheld by the Federal or any State or
local government.
 
                                   ARTICLE 6
                            BENEFICIARY DESIGNATION
 
     Each Participant shall have the right, at any time, to designate any person
or persons as Beneficiary or Beneficiaries to whom payment under this Plan shall
be made in the event of the Participant's death. Each Beneficiary designation
shall become effective only when filed in writing with the Administrator during
the Participant's lifetime on a form prescribed by the Administrator.
 
     The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. The spouse of a married Participant
domiciled in a community property jurisdiction shall join in any designation of
a Beneficiary or Beneficiaries other than the spouse.
 
     If a Participant fails to designate a Beneficiary as provided above, or if
all designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Administrator shall direct
the distribution of such benefits to the Participant's estate.
 
                                   ARTICLE 7
                       AMENDMENT AND TERMINATION OF PLAN
 
     The Administrator, in its sole and absolute discretion, may at any time (i)
amend the Plan in whole or in part or (ii) terminate the Plan. If the Plan is
terminated within the seven years after the effective date of a Participant's
Deferral Agreement, such Participant shall have the right to receive a lump sum
equal to the Termination Benefit pursuant to Section 5.4(a)(i); provided,
however, that Deferrals shall not be deducted from a Participant's Compensation
on and after the effective date of termination of the Plan. If the Plan is
terminated seven or more years after the effective date of a Participant's
Deferral Agreement, such Participant shall have the right to receive a lump sum
equal to the Termination Benefit pursuant to Section 5.4(b)(ii).
 
                                   ARTICLE 8
                  UNSECURED GENERAL CREDITOR; NONASSIGNABILITY
 
     8.1 Unsecured General Creditor.  Participants and their Beneficiaries,
heirs, and successors shall have no legal or equitable right, interest or claim
in or to any specific property or assets of the Company, nor shall they be
beneficiaries of, or have any right, interest or claim in or to any Policy or
Policies or the proceeds therefrom. Such Policies shall be and remain the
general, unpledged, unrestricted assets of the Company. Such Policies or other
assets of the Company shall not be held under any trust for the benefit of
Participants, their Beneficiaries, heirs, or successors, or held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan; provided, however, that in order to assure payment under the Plan,
the Company may establish one or more grantor trusts so long as such trusts will
in no way result in the Plan being other than "unfunded," as that term is used
in Sections 201(2), 301(a)(3), 401(a)(1) and
 
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4021(a)(6) of the Employee Retirement Income Security Act of 1974 with respect
to unfunded plans maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
The Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future. Neither this Plan
nor the making of payments under or purchases of Policies by the Company
hereunder shall be construed to create any obligation upon the Company to
continue the purchases of such Policies.
 
     8.2 Nonassignability.  Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, or interest therein,
which are, and all rights to which are, expressly declared to be unassignable
and non-transferrable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony, or separate maintenance owed by a Participant, or any other
person, nor be transferrable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
 
                                   ARTICLE 9
                                 MISCELLANEOUS
 
     9.1 No Contract of Employment.  Nothing contained herein shall be construed
to be a contract of employment for any term of years, or as conferring upon any
Employee the right to continue in the employ of the Company in any capacity. It
is expressly understood by the parties hereto that this Agreement relates to the
deferral of compensation for the Employee's services, payable after termination
of such Employee's employment with the Company and is not intended to be an
employment contract.
 
     9.2 Notice.  Any notice, consent, or demand required or permitted to be
given under the provisions of this Plan shall be in writing, and shall be signed
by the party giving or making the same. If such notice, consent, or demand is
mailed to a party hereto, it shall be sent by United States mail, postage
prepaid, addressed to such party's last known address as shown on the records of
the Company. The date of such mailing shall be deemed the date of notice,
consent, or demand. Either party may change the address to which notice is to be
sent by giving notice of the change of address in the manner aforesaid.
 
     9.3 Governing Law.  This Plan shall be governed by and construed in
accordance with the laws of the State of Connecticut, excluding its laws
relating to conflicts of laws, to the extent the laws of the State of
Connecticut are not preempted by applicable Federal law.
 
     9.4 Gender, Singular and Plural.  All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of that person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.
 
     9.5 Captions.  The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
 
     9.6 Validity.  In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.
 
     9.7 Conflicting Provisions.  In the event of a conflict between the
provisions of this Plan and the provisions of any collateral assignment,
beneficiary designation or other document related to a Policy, if any, the
provisions of the Plan shall prevail as between the parties hereto. No such
party shall assert or enforce any right which it may have in a Policy, if any,
the beneficiary designation thereunder, or other document which is inconsistent
with the rights established by this Plan. Furthermore, this Plan supersedes any
and all prior agreements, whether written or unwritten, between the Company and
any Participant concerning the provision of deferred compensation other than one
or more qualified plans of the Company covering the Participant.
 
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     IN WITNESS WHEREOF, the Company has executed this amended and restated Plan
effective as of January 1, 1996, such execution first having been duly
authorized by the Company's Compensation & Organization Committee of the Board
of Directors.
 
                                          THE DEXTER CORPORATION
 
                                          By:  /s/ K. GRAHAME WALKER
                                             -----------------------------------
                                          Title: Chairman and
                                             Chief Executive Officer
 
                                        9
<PAGE>   10
 
                                FIRST AMENDMENT
 
                                       TO
 
           THE DEXTER CORPORATION EXECUTIVE COMPENSATION BENEFIT PLAN
 
                           EFFECTIVE NOVEMBER 1, 1996
 
     1.  The definition of "Administrator" in Article 2 of The Dexter
Corporation Executive Deferred Compensation Plan (the "Plan") is hereby amended
to read in its entirety as follows:
 
     Administrator.  "Administrator" means the Vice President, Human Resources
of the Company.
 
     2.  Article 7 of the Plan is hereby amended to replace "Administrator" with
"Chief Executive Officer of the Company" in the first sentence thereof.
 
                                          THE DEXTER CORPORATION
 
                                          By: /s/ K. GRAHAME WALKER
                                            ------------------------------------
                                            Administrator of The Dexter
                                            Corporation Executive Deferred
                                            Compensation Benefit Plan
 
Date: January 1, 1997
<PAGE>   11
 
                                SECOND AMENDMENT
 
                                       TO
 
                             THE DEXTER CORPORATION
                  EXECUTIVE DEFERRED COMPENSATION BENEFIT PLAN
 
                           EFFECTIVE JANUARY 1, 1997
 
     1.  The definition of "Marginal Tax Rate" in Article 2 of The Dexter
Corporation Executive Deferred Compensation Plan (the "Plan") is hereby amended
to read in its entirety as follows:
 
        Marginal Tax Rate.  "Marginal Tax Rate" means the rate of United States
        federal taxes and applicable state taxes on the Company's net income, in
        the year a benefit under the Plan must be calculated, as determined by
        the Administrator in its sole and absolute discretion. The Administrator
        may estimate the Marginal Tax Rate in order to make a benefit
        distribution or for other purposes under the Plan.
 
                                          THE DEXTER CORPORATION
 
                                          By: /s/ LAWRENCE D. MCCLURE
                                            ------------------------------------
                                            Lawrence D. McClure
                                            Administrator of
                                            The Dexter Corporation Executive
                                            Deferred Compensation Benefit Plan
Date: January 1, 1997