SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

April 25, 20039, 2004

Dear Fellow Shareholder:

        It is my pleasure to invite you to the Annual Meeting of Shareholders of Dade Behring Holdings, Inc. to be held at 2:3:00 p.m. Central Daylight Time on Wednesday, May 28, 2003, in the Education Center Auditorium26, 2004, at the Chicago Botanic Garden, 1000 Lake Cook Road, Glencoe, Illinois.

        A Notice of the Annual Meeting and a Proxy Statement covering the business of the meeting are enclosed, along with Dade Behring's Annual Report to Shareholders for the year ended December 31, 2002.2003.

        If you plan to attend, please check the box provided on the proxy card. Whether or not you plan to attend, we urge you to complete, sign and return the enclosed proxy card in the accompanying postage-paid envelope or to vote by telephone, so that your shares will be represented and voted at the Annual Meeting.

1717 Deerfield Road, Deerfield, IL 60015
NOTICE OF THE 20032004 ANNUAL MEETING OF SHAREHOLDERS

April 25, 20039, 2004

To our Shareholders

        THE ANNUAL MEETING OF SHAREHOLDERS OF DADE BEHRING HOLDINGS, INC., a Delaware corporation (the "Company"), will be held on Wednesday, May 28, 2003,26, 2004, at 2:3:00 p.m. Central Daylight Time in the Education Center Auditorium at the Chicago Botanic Garden, 1000 Lake Cook Road, Glencoe, Illinois, for the following purposes:

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To elect threetwo directors to hold office for three years;



2.

To approve a proposal to amend the Company's Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock and preferred stock;



3.

To approve the Dade Behring Nonemployee Directors' Deferred Stock2004 Incentive Compensation Plan;



4.

To approve the Dade Behring Employee Stock Purchase Plan; and



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To transact such other business as may properly come before the Annual Meeting.

        Only shareholders of record at the close of business on April 1, 2003March 30, 2004 will be entitled to vote at the Annual Meeting.

        A copy of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002,2003, is being mailed to you with this Notice and the Proxy Statement.

        All shareholders are cordially invited to attend the Annual Meeting, but whether or not you expect to attend the Annual Meeting in person, please vote your shares by proxy, either by completing, signing, and returning the enclosed proxy card in the postage-paid envelope provided, or by calling the telephone number and following the instructions provided on your proxy card.

TABLE OF CONTENTS

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DADE BEHRING HOLDINGS, INC.

1717 Deerfield Road, Deerfield, IL 60015

PROXY STATEMENT
FOR THE 20032004 ANNUAL MEETING OF SHAREHOLDERS

ABOUT OUR ANNUAL MEETING

Why have I received these materials?

        The accompanying proxy, which is being mailed and made available electronically to shareholders on or about April 25, 2003,9, 2004, is solicited by the Board of Directors of Dade Behring Holdings, Inc. (referred to throughout this proxy statement as "Dade Behring," "the Company," "we" and "us") in connection with our Annual Meeting of Shareholders that will take place on Wednesday, May 28, 200326, 2004 at 2:3:00 p.m. Central Daylight Time in the Education Center Auditorium at the Chicago Botanic Garden, 1000 Lake Cook Road, Glencoe, Illinois. You are cordially invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

Who is entitled to vote at the Annual Meeting?

        Holders of common stock of Dade Behring as of the close of business on April 1, 2003March 30, 2004 will be entitled to notice of and to vote at the Annual Meeting. On April 1, 2003,March 30, 2004 there were outstanding and entitled to vote 40,039,06742,309,664 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted on at the Annual Meeting.

How do I vote my shares at the Annual Meeting?

        If you are a "record" shareholder of common stock (that is, if you hold common stock in your own name in Dade Behring's stock records maintained by our transfer agent, Mellon Shareholder Services), you may complete and sign the accompanying proxy card and return it to Dade Behring or deliver it in person. In addition, you may vote by using a toll-free telephone number by following the instructions included with your proxy card. The telephone voting facilities for shareholders of record will close at 11:0059 P.M. Eastern Standard Time on May 27, 2003.25, 2004.

        "Street name" shareholders of common stock (that is, shareholders who hold common stock through a broker or other nominee) who wish to vote at the Annual Meeting will need to obtain a voting instruction form from the institution that holds their shares and to follow the voting instructions on that form.

Can I change my vote after I return my proxy card or after I vote by telephone?

        Yes. After you have submitted a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation or a proxy bearing a later date. Regardless of whether you voted using a traditional proxy card, or by telephone, you may use either method to change your vote. You may change your vote either by submitting a proxy card prior to the date of the Annual Meeting or by voting again prior to the time at which the telephone voting facilities close by following the procedures applicable to those methods of voting. In each event, the later submitted vote will be recorded and the earlier vote revoked. In addition, you may change your vote by casting a ballot in person at the Annual Meeting.

What constitutes a quorum for purposes of the Annual Meeting?

        The presence at the Annual Meeting in person or by proxy of the holders of a majority of the voting power of all outstanding shares of common stock entitled to vote will constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker

non-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

What vote is required to approve each item?

        The election of directors at the Annual Meeting requires the affirmative vote of a plurality of the votes cast at the Annual Meeting by shares represented in person or by proxy and entitled to vote for the election of directors.

        The proposal to amend Dade Behring's Third Amended and Restated Certificate of Incorporation to increase This means that the number of our authorized common and preferred shares requirestwo nominees for director who receive the most affirmative vote of a majority of the outstanding shares entitled to vote at the Annual Meeting.votes will be elected.

        Each other item to be voted upon at the Annual Meeting requires the affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the matter for approval.

What effect does an abstention have?

        A properly executed proxy marked "ABSTAIN" with respect to any matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. An abstention will have no effect on the outcome of the election of directors, but an abstention on any other matter will have the effect of a negative vote on that matter. If you hold your shares in "street name" through a broker or other nominee, shares represented by "broker non-votes" will be counted in determining whether there is a quorum, but will not be counted as votes cast on any matter.

What are "broker non-votes"?

        If you hold shares through a broker, bank or other nominee, generally the nominee may vote the shares for you in accordance with your instructions. Stock exchange and NASD rules prohibit a broker from voting shares held in a brokerage account on some proposals (a "broker non-vote") if the broker does not receive voting instructions from you. Under these rules,For example, if you hold shares through a broker, may not vote in its discretionthat broker is prohibited from voting on item 2, theour proposal to amendapprove the Dade Behring's Third Amended and Restated Certificate of Incorporation.Behring 2004 Incentive Compensation Plan if the broker does not receive voting instructions from you with respect to that proposal. Shares that are subject to a broker non-vote and in respect of which voting instructions are not received by the broker are counted for determining the quorum but are not voted on the particular matter. Failure to provide voting instructions to a broker on item 2 will result in a broker non-vote, which will have the effect of the relevant shares being voted against approval of item 2.

How does the Board recommend that I vote my shares?

        Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board's recommendation is set forth together with the description of each item in this proxy statement. In summary, the Board unanimously recommends a vote:

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vote FOR the election of the nominated directors;



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and FOR the amendmentproposal to increase the number of authorized shares of common stock and preferred stock;



3.

FOR the approval ofapprove the Dade Behring Nonemployee Directors' Deferred Stock2004 Incentive Compensation Plan; and



4.

FOR the approval of the Dade Behring Employee Stock Purchase Plan.

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        With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in the proxy holders' own discretion in the best interests of Dade Behring. At the date this proxy statement went to press, the Board of Directors had no knowledge of any business other than that described in this proxy statement that will be presented for consideration at the Annual Meeting.

Who will bear the expense of soliciting proxies?

        Dade Behring will bear the cost of soliciting proxies in the form enclosed. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our employees. We may reimburse brokers holding common stock in their names or in

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the names of their nominees for their expenses in sending proxy materials to the beneficial owners of our common stock.

Shareholder proposals and nominationsHow may a shareholder make a proposal or nominate a candidate for election as a director?

        Any shareholder who intends to present a proposal at Dade Behring's annual meeting of shareholders to be held in 20042005 and who wishes to have the proposal included in Dade Behring's proxy statement for that meeting must deliver the proposal to Louise S. Pearson, the Corporate Secretary, by no later than December 16, 2003.10, 2004. All proposals must satisfy the rules and regulations of the Securities and Exchange Commission to be eligible for inclusion in the proxy statement.

        Shareholders may present proposals that are proper subjects for consideration at an annual meeting, even if the proposal is not submitted by the deadline for inclusion in the proxy statement. To do so, the shareholder must comply with the procedures specified in Dade Behring's bylaws. The bylaws require all shareholders who intend to make proposals at an annual meeting to submit their proposals to the Corporate Secretary not fewer than 90 and not more than 120 days before the anniversary date of the previous year's annual meeting.

        The bylaws also provide that nominations for director may only be made by the Board of Directors (or an authorized board committee) or by a shareholder entitled to vote who sends notice to Dade Behring not fewer than 90 nor more than 120 days before the anniversary date of the previous year's annual meeting and complies with the procedures and requirements specified in Dade Behring's bylaws.

        To be eligible for consideration at the 20042005 Annual Meeting, proposals which have not been submitted by the deadline for inclusion in the proxy statement and nominations for director must be received by the Corporate Secretary between January 27, 200426, 2005 and February 28, 2004.25, 2005. This advance notice period is intended to allow all shareholders to have an opportunity to consider all business and nominees expected to be considered at the meeting.

        All submissions to, or requests from, the Corporate Secretary should be made to Dade Behring's principal executive offices at 1717 Deerfield Road, Deerfield, Illinois 60015-0778. A copy of Dade Behring's bylaws is available, without charge, upon written request to the Corporate Secretary.

ElectronicHow may I obtain electronic access to proxy materials and annual reports to shareholders?

        This proxy statement and Dade Behring's 20022003 Annual Report to Shareholders are available on Dade Behring's Internet site at http://www.dadebehring.com. Most shareholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. If you are a record shareholder, you can choose this option and save Dade Behring the cost of producing and mailing these documents by marking the appropriate box on your proxy card or by following the instructions provided if you vote by telephone. If you are a street name shareholder, please refer to the information provided by the institution that holds your shares and follow that institution's instructions on how to elect to view future proxy statements and annual reports over the Internet.

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PROPOSALS

Proposal 1—Election of Directors

        Our Board of Directors currently consists of seveneight members and is divided into three classes, Class 1, Class 2 and Class 3. Each year, the directors in one of the three classes are elected to serve a three-year term. Messrs. N. Leigh Anderson, Ph.D. and James W. P. Reid-Anderson, Jeffrey D. Benjamin and Alan S. CooperG. Andress are Class 12 directors and have been nominated and unanimously recommended by the Board of Directors for election at the Annual Meeting. If elected, they will serve until our 20062007 annual meeting and until their successors have been duly elected and qualified or until their earlier resignation or removal. The Class 2 directors will be considered for election at our 2004 annual meeting. The Class 3 directors

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will be considered for election at our 2005 annual meeting.

        During 2002 Dade Behring completed a financial restructuring on the terms of a plan of reorganization that we refer to as The Class 1 directors will be considered for election at our "Plan of Reorganization." The Plan of Reorganization was implemented pursuant to our bankruptcy filing made under Chapter 11 of the United States Bankruptcy Code. The Bankruptcy Court confirmed the Plan of Reorganization on September 18, 2002 and it became effective on October 3, 2002. All of the current members of the Board of Directors were appointed on effectiveness of the Plan of Reorganization on October 3, 2002, other than Mr. Reid-Anderson, who was first appointed as a director in 2000.2006 annual meeting.

        Directors will be elected by the affirmative vote of a plurality of the votes cast at the Annual Meeting.

Information with respect to Nominees and Continuing Directors

        The following table sets forth information as to persons who serve as our directorsdirectors.

Nominees for Reelection at this Annual Meeting (Class 1)

James W. P. Reid-Anderson was elected to the Board of Directors in 2000 and was named Chairman of the Board of Directors in October 2002. Mr. Reid-Anderson has served as President and Chief Executive Officer since September 2000. Mr. Reid-Anderson joined us in 1996 as Executive Vice President and Chief Financial Officer for Dade Behring Inc. and became Chief Administrative Officer and Chief Financial Officer in September 1997, responsible for all headquarters functions on the merger of Dade and Behring. In April 1999, Mr. Reid-Anderson was promoted to President and Chief Operating Officer. From 1994 to 1996, Mr. Reid-Anderson worked for Wilson Sporting Goods where he served as Chief Operating Officer and Chief Administrative Officer. In addition, Mr. Reid-Anderson had responsibility for the company's international unit. He also held financial positions of increasing responsibility at PepsiCo, Inc., Grand Metropolitan PLC and Mobil Oil Corporation, with roles based in Europe, Asia and North America. Mr. Reid-Anderson is a fellow of the Association of Chartered

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Certified Accountants and holds a degree with honors from the University of Birmingham in England. Mr. Reid-Anderson also currently serves on the board of directors of Trustmark Insurance Company and the Montessori School of Lake Forest.

Jeffrey D. Benjamin was appointed as a director on October 3, 2002 and is a member of the Compensation and Governance Committees. Mr. Benjamin joined Apollo Management, L.P. as a Senior Advisor in New York, New York in September 2002. Prior to this, he was employed by Libra Securities, LLC and its predecessors from 1998 to 2002 in various positions, including Co-Chief Executive Officer. From 1996 through 1998, he was employed by UBS Securities, Inc. as a Managing Director. Mr. Benjamin also currently serves as a director of Exco Resources, Inc., Chiquita Brands International, Inc., NTL Incorporated and McLeod USA.

Alan S. Cooper was appointed as a director on October 3, 2002 and is Chairperson of the Governance Committee and a member of the Compensation Committee. On April 1, 2003, Mr. Cooper became a Managing Partner in Jet Capital Management, a New York based private investment firm specializing in risk arbitrage, capital structure arbitrage and other event-driven investing. Prior to such time, Mr. Cooper had been a Principal of Redwood Capital Management hedge fund located in Englewood Cliffs, New Jersey from 2000 to March 2003. Prior to joining Redwood Capital, he served as General Counsel to Dickstein Partners, Inc. from 1992 to 2000 and also as Vice President beginning in 1994.

Directors with Terms Expiring in 2004 (Class 2)

        N. Leigh Anderson, Ph.D.was appointed as a director on October 3, 2002 and is a member of the Audit Committee. Dr. Anderson is Founder and Chief Executive Officer of the Plasma Proteome Institute, or PPI, in Washington, D.C. Dr. Anderson also consults through Anderson Forschung Group, where he is a Principal. Prior to founding PPI, he was Chief Scientific Officer at Large Scale Biology Corporation, or LSBC, whose proteomics division he founded in 1985 and led as Chief Executive Officer prior to its merger in 1999 with Biosource Technologies which created the current LSBC. He founded, along with Dr. Norman Anderson, the Molecular Anatomy Program at the Argonne National Laboratory in Chicago where his work in the development of 2-D electrophoresis and molecular database technology earned him, among other distinctions, the American Association for Clinical Chemistry's Young Investigator Award for 1982 and the 1983 Pittsburgh Analytical Chemistry Award.

        James G. Andress was appointed as a director on October 3, 2002 and is Chairperson of the Compensation Committee and a member of the Governance Committee. From 1996 through 2000, Mr. Andress served as President and Chief Executive Officer of Warner Chilcott, PLC. Warner Chilcott is a pharmaceutical company that develops prescription drugs in the areas of women's health care, urology, dermatology and cardiology. He was appointed Chairman of Warner Chilcott, PLC in 1998. Mr. Andress also currently serves as a director of the Allstate Corporation, Information Resources, Inc., Option Care, Inc., Sepracor, Inc. and Xoma Corporation.

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Directors with Terms Expiring in 2005 (Class 3)

        Bradley G. Pattelli was appointed as a director on October 3, 2002 and is a member of the Audit Committee. Mr. Pattelli is a Director at Angelo, Gordon & CompanyCo., L.P. in New York, New York, an investment firm specializing in non-traditional asset management. Mr. Pattelli has been employed at Angelo, Gordon & CompanyCo., L.P. from 1998 to the present where he is thea Director specializing in Distressed Debt, Leveraged Loan and Special Situations. From 1997 through 1998, he was employed at DiSilvestri Asset Management as Analyst/Co-Portfolio Manager, Long-Short Equity Fund.a Portfolio Manager. Mr. Pattelli serves as a director of Thermadyne Holdings Corp.

        Richard W. Roedel was appointed as a director on October 3, 2002 and is Chairperson of the Audit Committee. On March 16, 2004, Mr. Roedel iswas appointed as non-executive Chairman of Take-Two Interactive Software, Inc. Mr. Roedel has been a director and Chairman of the Co-Founder and PrincipalAudit Committee of Pinnacle Ventures LLC in New Canaan, Connecticut, which was started in 2000.Take-Two Interactive Software, Inc. since November of 2002. From 1985 through 2000, he was employed by BDO Seidman,

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LLC as an Audit Partner, later being promoted in 1990 to Managing Partner in Chicago and then Managing Partner in New York in 1994 and finally in 1999 to Chairman and Chief Executive Officer. Mr. Roedel currently serves as a director of Take-Two Interactive Software,Brightpoint, Inc.

Samuel K. Skinner was appointed as a director on February 18, 2004. Mr. Skinner was President and Chief Executive Officer of US Freightways from July 2000 to May 2003 and in addition was Chairman of the Board of US Freightways from January 1, 2003 through May, 2003. From October 1998 to July 2000, Mr. Skinner was a partner and Co-Chairman of the law firm of Hopkins & Sutter. From February 1993 to April 1998, he was President and a director of Commonwealth Edison Company and its parent company, Unicom Corporation. Prior to that time he served as Chief of Staff to the President of the United States. Prior to his White House service, Mr. Skinner served as U.S. Secretary of Transportation for nearly three years.

Directors with Terms Expiring in 2006 (Class 1)

James W. P. Reid-Anderson was elected to the Board of Directors in 2000 and was named Chairman of the Board of Directors in October 2002. Mr. Reid-Anderson has served as President and Chief Executive Officer since September 2000. Mr. Reid-Anderson joined us in 1996 as Executive Vice President and Chief Financial Officer for Dade Behring Inc. and Brightpoint,became Chief Administrative Officer and Chief Financial Officer in September 1997, responsible for all headquarters functions on the merger of Dade and Behring. In April 1999, Mr. Reid-Anderson was promoted to President and Chief Operating Officer. From 1994 to 1996, Mr. Reid-Anderson worked for Wilson Sporting Goods where he served as Chief Operating Officer and Chief Administrative Officer. In addition, Mr. Reid-Anderson had responsibility for the company's international unit. He also held financial positions of increasing responsibility at PepsiCo, Inc., Grand Metropolitan PLC and Mobil Oil Corporation, with roles based in Europe, Asia and North America. Mr. Reid-Anderson is a fellow of the Association of Chartered Certified Accountants and holds a degree with honors from the University of Birmingham in England.

Jeffrey D. Benjamin was appointed as a director on October 3, 2002 and is a member of the Compensation and Governance Committees. Mr. Benjamin has been Senior Adviser to Apollo Management, L.P., a private investment firm, since September 2002. From January 2002 until September 2002, he was Managing Director of Libra Securities LLC, an investment banking firm. Previously, he served as Co-Chief Executive Officer of U.S. Bancorp Libra, an investment banking firm, from January 1999 until December 2001. Mr. Benjamin currently serves as a director of Chiquita Brands International, Inc., Mandalay Resort Group, McLeod USA Incorporated and NTL Incorporated.

Alan S. Cooper was appointed as a director on October 3, 2002 and is Chairperson of the Governance Committee and a member of the Compensation Committee. On April 1, 2003, Mr. Cooper became a Managing Partner in Jet Capital Management, a New York based private investment firm

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specializing in risk arbitrage, capital structure arbitrage and other event-driven investing. Prior to such time, Mr. Cooper had been a Principal of Redwood Capital Management hedge fund located in Englewood Cliffs, New Jersey from 2000 to March 2003. Prior to joining Redwood Capital, he served as General Counsel to Dickstein Partners, Inc. from 1992 to 2000 and also as Vice President beginning in 1994.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE
ELECTION OF MESSRS. N. LEIGH ANDERSON, Ph.D. AND
JAMES W. P. REID-ANDERSON, JEFFREY D. BENJAMIN AND
ALAN S. COOPERG. ANDRESS AS CLASS 12 DIRECTORS

Proposal 2—Amendment to Dade Behring's Third Amended and Restated
Certificate of Incorporation to Increase the Number of
Authorized Shares of Common Stock and Preferred Stock

        The Board of Directors has authorized, and recommends for your approval, an amendment to Dade Behring's Third Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of common stock from 50 million to 65 million shares, par value $.01 per share. In addition, the proposed amendment would proportionately increase the number of shares of preferred stockApproval of Dade Behring from 50,000 shares to 65,000 shares, par value $.01 per share. A copy of the proposed Certificate of Amendment is attached to this proxy statement as Appendix A.

        On April 1, 2003, of the 50,050,000 authorized shares of the Company, a total of 40,039,067 shares of common stock were outstanding and 8,269,824 shares of common stock were reserved for potential issuance in connection with our stock incentive plans. No shares of preferred stock are currently outstanding and all of the authorized shares of preferred stock are reserved for issuance as Series A Junior Participating Preferred Stock for the purposes of Dade Behring's rights agreement.

        Although there are sufficient shares available to permit all presently contemplated issuances, the Board believes that the proposed amendment is in the best interests of the Company and its shareholders because the Company currently has a limited number of authorized and unissued shares that are not reserved for issuance. The proposed increase in Dade Behring's authorized share capital will provide Dade Behring with flexibility of action in the future by assuring there will be sufficient authorized but unissued shares of common stock available for issuance in connection with a primary offering of common stock, acquisitions, employee benefit plans and other general corporate purposes without the necessity of further shareholder action at any special or annual meeting. The Board will determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing purposes. Dade Behring has no immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of common stock that would be authorized by the proposed amendment. In addition, the proposed increase in the number of authorized shares of preferred stock will be necessary to accommodate Dade Behring's obligation to issue additional preferred stock purchase rights pursuant to its rights agreement as a result of the increase in the number of authorized shares of common stock.

        If the proposed amendment is approved, the additional shares will be available for issuance from time to time without further action by shareholders (unless required by applicable law, regulatory agencies or by the rules of any stock market on which Dade Behring's shares may then be listed) and without first offering more shares to shareholders. Shareholders do not have pre-emptive rights with respect to the common stock or preferred stock. The issuance of common stock or preferred stock, or securities convertible into common stock or preferred stock, on other than a pro rata basis would result in the dilution of a present shareholder's percentage interest in Dade Behring.

        Dade Behring has not proposed the increase in the authorized number of shares of common stock with the intention of using the additional shares for anti-takeover purposes, although the Company could theoretically use the additional shares to make it more difficult or to discourage an attempt to

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acquire control of Dade Behring. As of this date, Dade Behring is unaware of any pending or threatened efforts to acquire control of the Company.

        The proposed amendment provides that Section 1 of Article Four of the Company's Third Amended and Restated Certificate of Incorporation be amended in its entirety to read as follows:

(1) The total number of shares of all classes of stock which the corporation shall have authority to issue is 65,065,000, consisting of (1) 65,000,000 shares of Common Stock, par value $.01 per share, and (2) 65,000 shares of Preferred Stock, par value $.01 per share. The number of authorized shares of any of the Preferred Stock or the Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), and no vote of the holders of any of the Preferred Stock or the Common Stock voting separately as a class shall be required therefor.

        Approval of the proposed amendment requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Neither an abstention nor a broker non-vote is an affirmative vote. Therefore, both abstentions and broker non-votes will have the effect of votes cast against the proposed amendment. If the proposed amendment is approved by shareholders, it will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which Dade Behring plans to file as soon as practicable following the Annual Meeting. The Board of Directors has unanimously approved the proposed amendment and believes it to be in the best interests of the Company and the shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE
PROPOSAL TO AMEND DADE BEHRING'S THIRD AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK AND PREFERRED STOCK

Proposal 3—Approval of the Dade Behring Nonemployee Directors' Deferred Stock2004 Incentive Compensation Plan

        We are asking shareholders to approve the Dade Behring Nonemployee Directors' Deferred Stock2004 Incentive Compensation Plan (the "Directors' Plan""Plan"). The purpose of the Directors' Plan is to advanceattract, retain and motivate employees, officers and directors by providing them the opportunity to acquire a proprietary interest in the Company or other incentives and to align their interests and efforts to the interests of the Company and its stockholders by providing a means to attract and retain qualified persons to serve as directors. It is intended (1) to permit directors to defer receipt—and therefore taxability—Company's stockholders.

        The Compensation Committee of all or a portion of their compensation as directors and (2) to encourage a greater ownership interest by directors in the Company. Our Board of Directors adopted the Directors' Plan on February 4, 2003.11, 2004. A copy of the Directors' Plan is attached to this proxy statement as Appendix B.B and incorporated herein by reference. The description herein is a summary and not intended to be a complete description of the Directors' Plan. Please read the Directors' Plan for more detailed information.

Available SharesAdministration

        The Committee under the Plan administers the Plan. With respect to executive officers, the Compensation Committee of the Board of Directors is the Committee under the Plan. With respect to directors, the Governance Committee of the Board of Directors is the Committee under the Plan. With respect to all employees other than executive officers, the Chief Executive Officer of the Company is the Committee under the Plan. The Committee has the authority to administer and interpret the plan, including, among other things, the power to select individuals to whom awards are granted, to determine the types of awards and the number of shares subject to each award, to set the terms and conditions of such awards, to cancel or suspend awards and to establish procedures pursuant to which the payment of any such awards may be deferred. The Committee also has the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of any countries in which the Company and its subsidiaries may operate to ensure the viability of the benefits from awards granted to participants employed in such countries, to meet the requirements of local laws that permit the Plan to operate in a qualified or tax-efficient manner, to comply with applicable foreign laws and to meet the objectives of the Plan.

Eligibility

        Awards may be granted under the Plan to employees, officers and directors, including non-employee directors, of the Company and its subsidiaries. Although all employees, officers and directors are eligible to participate under the Plan, the Committee currently intends to grant awards only to officers, directors and key employees, of which there are approximately 300.

Types of Awards

        The Plan permits the granting of any or all of the following types of awards: (1) stock options, (2) restricted stock and stock units, (3) performance stock and performance units, (4) cash-based awards and (5) stock appreciation rights. In connection with any award or any deferred award, payments may also be made representing dividends or their equivalent.

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        Stock Options.    Stock options entitle the holder to purchase a specified number of shares of the Company's common stock at a specified price, which is called the exercise price, subject to the terms and conditions of the option grant. The exercise price of stock options under the Plan will be at least 100% of the fair market value of the stock for the date of grant, except for certain grants made to assume or convert awards in connection with acquisition transactions. The Committee will fix the term of each option, but no option under the Plan will be exercisable more than ten years after the option is granted. Each option will be exercisable at such time or times as determined by the Committee. Options may be exercised, in whole or in part, by payment in full of the purchase price in a form acceptable to the Committee such as in cash or its equivalent, delivery of shares of the Company's common stock or by means of a broker-assisted cashless exercise.

        After termination of service with the Company or its subsidiaries, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the option agreement. If no such period of time is stated in a participant's option agreement, a participant will generally be able to exercise his or her option for (i) ninety days following his or her termination for reasons other than cause, death or disability and (ii) six months following his or her termination due to death or disability. If a participant is terminated for cause, all options generally will automatically expire. If a participant dies after termination of service but while an option is still exercisable, the portion of the option that was vested and exercisable as of the date of termination will generally expire on the six-month anniversary of the participant's death. In no event will an option be able to be exercised later than the expiration of its term.

        Restricted Stock and Stock Units.    Awards of shares of common stock, or awards designated in units of common stock, may be granted on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or its subsidiaries or the achievement of performance criteria, as determined by the Committee. Until the lapse of the restrictions, participants may not dispose of their restricted stock. The Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on restricted stock and stock units under such circumstances and subject to such terms and conditions as the Committee deems appropriate.

        Performance Stock and Performance Units.    The Committee may grant awards of shares of common stock or awards designated in units of common stock and determine the length of the performance period and the other terms and conditions of such award. An award of performance stock or performance units will entitle the participant to a payment in shares of common stock, cash or a combination thereof, as the Committee may determine, upon the attainment of performance criteria and other terms and conditions specified by the Committee. Notwithstanding the satisfaction of any performance criteria, the number of shares to be issued or the amount of cash to be paid under an award may be adjusted on the basis of such further consideration as the Committee determines.

        Cash-Based Awards.    The Committee is also authorized to grant to participants incentives payable in cash subject to terms and conditions determined by the Committee. No more than five million dollars may be granted as a cash-basis award to any one participant in any calendar year. It is intended that cash-based awards under the Plan will normally depend on meeting Performance Goals, as described below.

        Stock Appreciation Rights ("SARs").    SARs may be granted alone ("freestanding") or in addition to other awards and may, but need not, relate to a specific option granted under the Plan. Upon exercise of an SAR, the holder is entitled to receive the excess of the fair market value of the shares for which the right is exercised over the grant price of the SAR. The Committee may impose any conditions or restrictions on the exercise of an SAR as it deems appropriate; however, under the Plan the grant price of a freestanding SAR will not be less than the fair market value of the Company's common stock for the date of grant and the term will not be more than ten years. Payment upon such

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exercise will be in cash, stock or any combination of cash or stock as determined by the Committee. Any related option will no longer be exercisable to the extent the SAR has been exercised, and the related SAR will generally be canceled to the extent the option has been exercised.

Shares Subject to the Plan

        Number of Shares Reserved for Issuance.    The Plan authorizes the issuance of up to 3,400,000 shares of Common Stock. Shares of Common Stock covered by an award granted under the Plan will not be counted as used unless and until they are actually issued and delivered to a participant. Shares relating to awards granted under the Plan that lapse, are canceled or forfeited, settled for cash, or otherwise terminated and shares withheld by or tendered to the Company in connection with the exercise of an option or other award granted under the Plan or in connection with the satisfaction of tax withholding obligations relating to awards or exercises of options or other awards are available for grant under the Plan. Awards made to assume or convert awards in connection with acquisition transactions will not reduce the number of shares authorized for issuance under the Plan. The shares of stock deliverable under the Plan may consist in whole or in part of authorized and unissued shares, treasury shares or a combination thereof. The Committee shall adjust the aggregate number of shares or the awards under the plan in the event of a reorganization, recapitalization, stock split, stock dividend, spin-off, combination, corporate exchange, merger, consolidation or other change in the shares of common stock or any distribution to shareholders other than regular cash dividends or any transaction determined in good faith by the Committee to be similar to the listed transactions. The closing price of a share of the Company's Common Stock, as reported on the Nasdaq National Market on March 25, 2004, was $42.49 per share.

        Limitations on Use of Shares Subject to the Plan.    The Committee may not make awards under the Plan to any one participant in any calendar year that relate to more than 500,000 shares of Common Stock. The maximum number of shares that may be issued under the Plan pursuant to awards, other than options and cash-based awards, is 1,000,000.

Performance-Based Compensation under Section 162(m)

        Under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code"), the Company is generally prohibited from deducting compensation paid to the Chief Executive Officer and the four other most highly compensated executive officers of the Company in excess of $1,000,000 per person in any year. However, compensation that qualifies as performance-based is excluded for purposes of calculating the amount of compensation subject to the $1,000,000 limit. In general, the Committee determines the terms and conditions of awards. If the Committee intends to qualify an award as "qualified performance-based compensation" under Section 162(m) of the Code, the performance goals it may choose include any or all of the following or any combination thereof: net income (earnings less interest and taxes); EBITDA (earnings before interest, taxes, depreciation, amortization and non-recurring and non-cash charges or any combination thereof); gross margin; operating margin; revenue growth; net cash flow (EBITDA less capital spending, taxes paid, interest paid, payments for one-time nonrecurring items such as restructuring cost and adjusted for the change in the managed capital base which includes trade accounts receivable, net inventory, pre-paids, accounts payable and accrued liabilities and other operating related cash inflows and outflows) or other cash flow(s) including operating cash flow, free cash flow, discounted cash flow return on investment and cash flow in excess of cost of capital (or any combination thereof); earnings or operating earnings per share (primary or fully diluted); economic value added; cash-flow return on investment; income (pre-tax or net); total shareholder return; return on investment; return on equity; return on assets; return on sales; the attainment by a share of common stock that can be distributed under the Directors' Plan is 100,000, subject to adjustmentof a specified fair market value for a specified period of time; an increase in the event of certain corporate or share events such as recapitalizations or stock splits. The shares of common stock under the Directors' Plan may include authorized but unissued shares, treasury shares, or shares reacquired by the Company.

Administration

        The Directors' Plan will be administered by the entire Board or, if the Board decides, by a committee designated by the Board. The Board or committee, as applicable, has the authority to make

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determinations it deems appropriate for administering the Directors' Plan, subject to the express terms of the Directors' Plan.

Eligibility

        Any director who is not an employee of the Company or of any subsidiary or affiliate may participate in the Directors' Plan. Six current directors are eligible to participate in the Directors' Plan.

Election to Defer Compensation

        Nonemployee directors are entitled to fees for their services as directors. (See Director Compensation, page 14). Eligible directors may elect to defer all or a percentage (not less than 50% and in increments of 5% up to 100%) of their fees. Directors may make a deferral election prior to the effective date of the Directors' Plan or before the first day of any subsequent calendar year for which deferral is elected, in accordance with administrative procedures established for the Directors' Plan. A new nonemployee director may make the election, in accordance with administrative procedures established for the Directors' Plan, before the first day he or she is entitled to receive fees.

        The deferral election applies to all fees payable after the election is made, until the election is revoked or modified. Any revocation or modification will only be effective for director fees payable in a subsequent calendar year and must be made before the first day of any subsequent calendar year in accordance with administrative procedures established with respect to the Directors' Plan.

Operation of Stock Unit Accounts

        Director fees for which deferral elections have been made will be deferred when they would otherwise have been paid. Fees deferred will be credited on a bookkeeping basis to the directors' stock unit account. The fees will be converted to stock units based on the fair market value of our common stock on each date of deferral. (For purposes of the Directors' Plan, fair market value is generally determined as the mean between the highest and lowest reported sale price of a share of common stockstock; customer satisfaction metrics; regulatory compliance metrics; revenue; net operating profits after taxes; debt to equity ratio; price/

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earnings ratio; market share; expense ratios; expense reduction; completion of key projects; any individual performance objective measured solely in terms of quantitative targets related to the Company, or its business; or any increase or decrease of one or more of the forgoing over a specified period (the "Performance Goals"). Performance Goals may be stated in absolute terms or relative to comparison companies or indices to be achieved during a period of time. Performance Goals may relate to the performance of the Company, any subsidiary, any portion of the business, product line or any combination thereof, relative to a market index, a group of companies (or their subsidiaries, business units or product lines), or a combination thereof, all as determined by the Committee. The Committee shall have absolute discretion to reduce the amount of the award payable to any Participant for any period below the maximum award determined based on the attainment of Performance Goals, and the Committee may decide not to pay any such award to a Participant for a period, based on such date.) Each stockcriteria, factors and measures as the Committee in its sole discretion may determine, including but not limited to individual performance or impact and financial and other performance or financial criteria of the Company, a subsidiary or other business unit will givein addition to Performance Goals.

Change in Control

        Under the directorPlan, to maintain all of the right to receive one share of common stock when the stock unit account is distributed.

        Inparticipants' rights in the event dividends are declared and become payableof a Change in Control of the Company (as described below), unless the Committee determines otherwise at the time of grant with respect to our commona particular award: (1) all options and stock appreciation rights shall become fully exercisable and vested to the full extent of the original grant; (2) all restrictions and deferral limitations applicable to any restricted stock or stock units shall lapse; (3) all performance stock and performance units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such performance stock and performance units shall be immediately settled or distributed; and (4) any restrictions and deferral limitations and other conditions applicable to any other awards shall lapse, and such other awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

        In connection with a Change in Control, the Company may cancel awards under certain circumstances if the participant is given a reasonable opportunity to exercise rights prior to the consummation of the Change in Control and to the extent applicable, participate in such sale as a shareholder. Without limitation on each dividendthe preceding sentence, the Committee may, but is not be obligated to, provide in connection with a Change in Control a cash payment date, dividends which would have been paid on a numberto participants in consideration for the cancellation of awards.

        Change in Control is defined under the Plan generally to include: (1) acquisition of 30% of the voting shares of commonthe Company; (2) change in more than 50% of the Board in any two year period unless the new directors are approved by more than 50% of the old directors; (3) a merger, consolidation, reorganization or similar event unless: (i) persons before such event who own more than 50% of the voting shares own more than 50% of the voting shares after the event in substantially the same proportions as before the event; (ii) Board members before the event constitute more than 50% of the Board members after the event; and (iii) no person who did not own 30% before the event owns 30% of the voting shares after the event; (4) a sale, transfer, lease or other disposition of all or substantially all the assets unless the exception set forth immediately above regarding mergers applies; or (5) a liquidation or dissolution.

Nonassignability of Awards

        Unless the Committee determines otherwise, no award granted under the Plan may be sold, assigned, transferred, pledged or otherwise encumbered by a participant, other than by will, by designation of a beneficiary in a manner established by the Committee or by the laws of descent and distribution.

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Term, Termination and Amendment

        Unless earlier terminated by the Company's Board of Directors, the Plan will terminate on May 26, 2014. The Company's Board of Directors or the Committee may generally amend, suspend, or terminate all or a portion of the Plan at any time, as long as any rights of a participant are not materially adversely affected without the participant's consent, subject to shareholder approval to the extent necessary to comply with stock exchange rule or regulatory requirements. The Committee may amend the terms of any award granted, prospectively or retroactively, but cannot materially adversely affect the rights of any participant without the participant's consent. The Committee may not reprice options or SARs without shareholder approval.

U.S. Federal Income Tax Consequences

        The following briefly describes the U.S. federal income tax consequences of the Plan generally applicable to the Company and to participants who are U.S. citizens.

        Stock Options.    A participant will not recognize taxable income upon the grant of an option under the Plan. Upon the exercise of an option, a participant will recognize taxable ordinary income equal to the numberexcess, if any, of stock units credited to the directors' stock unit account as of the dividend record date will be converted to stock units based on the fair market value of common stockthe shares on the date of exercise over the option exercise price. Upon subsequent disposition of such dividend payment date and addedshares, the participant will realize short-term or long-term capital gain or loss, with the basis for computing such gain or loss equal to the directors'option exercise price plus the amount of ordinary income realized upon option exercise.

        Restricted Stock Awards.    Upon receipt of a restricted stock unit account.

award, a participant generally will recognize taxable ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid to the Company by the participant for the shares. However, no later than 30 days after a participant receives the restricted stock award, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, paid to the Company by the participant for the shares plus the amount of taxable ordinary income recognized by the participant either at the time the restrictions lapsed or at the time of election, if an election was made by the participant. If the director make no other election, distributionparticipant forfeits the shares to the Company (e.g., upon the participant's termination prior to expiration of the stock unit account will begin afterrestriction period), the director's service asparticipant may not claim a director or employee terminates for any reason. If the director so elects, the stock unit account may be distributed as soon as administratively feasible after a date the director specifies or upon a change in control (as defined in the Directors' Plan). Distribution may be either in a lump sum or in substantially equal installments over a period of not more than five years, as elected by the director.

        If a director dies before the entire stock unit account has been distributed, the balance in the stock unit account will be paid in shares of common stock to the beneficiary designated by the director, if any, or otherwise to the survivor spouse, if any, or to the director's estate.

Amendment or Termination of the Directors' Plan

        The Directors' Plan may be amended or terminated by the Board at any time provided that no action taken without the consent of an affected director may materially impair the rights of such directordeduction with respect to anythe income recognized as a result of the election.

        Any dividends or dividend equivalents arising with respect to shares of restricted stock units already creditedfor which the restrictions have not lapsed generally will be taxable as ordinary income to the director'sparticipant at the time the dividends or dividend equivalents are received by the participant. Dividends arising with respect to restricted stock after the restrictions have lapsed, or with respect to which the election described in the preceding paragraph was timely made, generally would be subject to a reduced rate of tax under current law.

        Stock Unit Awards, Performance Awards and Cash-Based Awards.    A participant will not recognize taxable income upon the grant of a stock unit account. However,award or a performance award. Generally, upon the distribution of cash or shares to a participant pursuant to the terms of a stock unit award, performance award or cash-based award, the participant will recognize taxable ordinary income equal to the excess of the amount of cash or the fair market value of shares transferred to the participant over any amount paid to the Company by the participant with respect to the award.

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        Stock Appreciation Rights.    A participant will not recognize taxable income upon the Directors' Plan specifically permitsgrant of an SAR. Upon the terminationexercise of an SAR, a participant will recognize taxable ordinary income equal to the difference between the fair market value of the underlying shares on the date of exercise and payoutthe grant price of stock unit accounts uponthe SAR.

        Tax Consequences to the Company.    In the foregoing cases, the Company generally will be entitled to a change in control (as defineddeduction at the same time and in the Directors' Plan).same amount as a participant recognizes ordinary income, subject to the limitations imposed under Section 162(m) described above.

        Tax Withholding.    The Directors' Plan will terminate by its own terms when no shares of common stock remain availableCompany is authorized to withhold from any award granted or payment due under the Directors' Plan the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. The Committee is authorized to establish procedures for election by participants to satisfy their obligations for the payment of withholding taxes by delivery of the Company's stock or by directing the Company has no further rights or obligations underto retain stock otherwise deliverable in connection with the Directors' Plan.award.

New Plan Benefits

        The following table summarizesonly stock-related award made under the benefits orPlan has been the amounts that will be received or allocatedgrant of options to each of the following groups pursuant to the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan for the period April 1, 2003 through June 30, 2003—the period for which these benefits or amounts are determinable.

(1)

Based on current elections for 2003 by eligible directors with respect to their retainer fees for the period April 1, 2003 through June 30, 2003. This dollar amount was converted into units by dividing the dollar amount by the stock price when such dollar amounts otherwise would have been paid. Such units, including adjustments such as for any stock splits or dividends, will be paid in shares of common stock after the end of the directors' service or such other designated time. Amounts allocable for the second half of calendar year 2003 and thereafter depend upon a number of variables as set forth in footnote (2).

(2)

The number ofpurchase 25,000 shares of common stock to Mr. Skinner, upon his appointment as a new director, which grant is contingent on shareholder approval of the Plan. In addition, performance goals for cash-based annual incentive awards for 2004 have been set for each of the executive officers but the amount that actually will be issuedpaid based on the attainment of performance goals is not yet determinable. Therefore, because such 2004 amounts are not yet determinable, the New Plan Benefits Table sets forth the annual bonus amounts for 2003 for each of the executive officers. The following table sets forth the options to Mr. Skinner which are contingent on shareholder approval of the Plan and unitsthe annual incentives paid to the executive officers in 2003 since 2004 annual incentive payments are not yet determinable. Because awards under the Plan are discretionary, other awards to be creditedmade under the planPlan are not yet determinable.

Name and Position		Dollar Value ($)(1)			Number of Options
James W. P. Reid-Anderson, President and Chief Executive Officer		$	1,629,342		N/A
Dominick M. Quinn, Executive Vice President		$	690,249		N/A
Hiroshi Uchida, Executive Vice President		$	660,050		N/A
John M. Duffey, Senior Vice President and Chief Financial Officer		$	568,307		N/A
Mark Wolsey-Paige, Executive Vice President		$	476,542		N/A
Executive Group		$	4,024,490		N/A
Non-Executive Director Group			N/A		25,000
Non-Executive Officer Employee Group			N/A		N/A

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(1)

Because the cash-based incentive awards are based on performance criteria, the amount payable for 2004 is not determinable. The amounts set forth are the second half of calendar year 2003 and thereafter will depend on future variables such as stock prices, the number of nonemployee directors, the level of participation of nonemployee directors and any increases in compensation of directors from timebonus amounts paid to time and is thus not currently determinable.executive officers for 2003.

        The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the resolution is required for approval of the Directors' Plan. The Compensation Committee of the Board of Directors has unanimously approved the Directors' Plan and believes it to be in the best interests of the Company and the shareholders. All non-employee directors are eligible to participate in the Directors' Plan and therefore have a personal interest in its approval.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE
DADE BEHRING NONEMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN

Proposal 4—Approval of the Dade Behring Employee Stock Purchase Plan

        We are asking shareholders to approve the Dade Behring Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The Employee Stock Purchase Plan allows employees to purchase Dade Behring common stock at a discount using payroll deductions. Shareholder approval of the

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Employee Stock Purchase Plan would entitle employees in the United States to receive special tax treatment provided by the Internal Revenue Code (the "Code").

        Our Board of Directors adopted the Employee Stock Purchase Plan on November 7, 2002, subject to shareholder approval. The Employee Stock Purchase Plan provides for the issuance of up to one million shares of common stock. A copy of the Employee Stock Purchase Plan is attached to this proxy statement as Appendix C. The description herein is a summary and not intended to be a complete description of the Employee Stock Purchase Plan. Please read the Employee Stock Purchase Plan for more detailed information.

Description of the Employee Stock Purchase Plan

        The purpose of the Employee Stock Purchase Plan is to provide employees of the Company and those subsidiaries designated to participate in the Employee Stock Purchase Plan with an opportunity to purchase shares of common stock. The Employee Stock Purchase Plan has two portions—one portion for employees in the United States and one portion for international employees.

        The portion of the Employee Stock Purchase Plan for employees in the United States is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of such portion of the Employee Stock Purchase Plan, accordingly, will be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

        A total of one million shares of common stock will be available for issuance and purchase under the Employee Stock Purchase Plan. The number of shares of common stock available for issuance and purchase under the portion of the Employee Stock Purchase Plan for United States employees will be one million shares of common stock less the number of shares of common stock used for the employee stock purchase programs for employees outside the United States. If any purchase right terminates for any reason without having been exercised, the shares of common stock not purchased under such purchase right shall again become available for the Employee Stock Purchase Plan.

        The Employee Stock Purchase Plan will be administered by the administrative committee for our benefit plans or any other committee appointed by the Board to administer the Employee Stock Purchase Plan (the "Committee"). The Committee has the full and exclusive discretionary authority to construe and interpret the Employee Stock Purchase Plan and the rights granted under it, to designate from time to time which subsidiaries of the Company will participate in the Employee Stock Purchase Plan, to establish rules and regulations for the administration of the Employee Stock Purchase Plan and to amend the Employee Stock Purchase Plan to satisfy applicable laws, to obtain any exemption under such laws or to reduce or eliminate any unfavorable legal, accounting or consequences. The Committee also may adopt special rules for employees of the Company's international subsidiaries to conform to the particular laws and practices of the countries in which such employees reside.

Eligibility

        Generally, all United States employees of the Company and its designated subsidiaries whose customary employment is for more than 20 hours per week and who have completed at least one year of service with the Company or any subsidiary are eligible to participate in the Employee Stock Purchase Plan. Employees of designated subsidiaries outside the United States may have different eligibility requirements as determined appropriate by the Committee, for example, to accommodate local requirements and practices. However, any employee who would own or have options to acquire five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary is excluded from participating in the Employee Stock Purchase Plan. As of December 31, 2002, there were approximately 4,500 employees eligible to participate in the Employee Stock Purchase Plan.

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Purchase of Shares of Common Stock

        Pursuant to procedures established by the Committee, eligible employees may elect to have a portion of their compensation used to purchase shares of common stock. Purchase periods are established (currently contemplated to be successive six-month periods) and purchases of shares of common stock are made on the last trading day of the purchase period with compensation amounts withheld from employees during the purchase period. Pursuant to procedures established by the Committee, employees may suspend the amount of compensation being withheld during a purchase period or may withdraw prior to the end of the purchase period any amounts previously withheld during the purchase period, without interest. If during a purchase period an employee suspends the withholding of compensation or withdraws amounts previously withheld, such employee may not recommence withholding of compensation for the purchase of shares of common stock until the following purchase period.

        On each purchase date (the last trading day of each purchase period), any amounts withheld from an employee's compensation during the applicable purchase period for purposes of the Employee Stock Purchase Plan will be used to purchase the greatest number of whole shares of common stock that can be purchased with such amounts. The purchase price for a share of common stock will be set, unless the Committee determines higher percentages, at the lesser of (i) eighty-five percent (85%) of the fair market value of a share of common stock on the first trading day of the purchase period or (ii) eighty-five percent (85%) of the fair market value of a share of common stock on the purchase date. For purposes of the Employee Stock Purchase Plan, "fair market value" generally means the closing sales price of a share of common stock for the day. As of April 4, 2003 the closing sales price of a share of common stock was $18.85 per share.

        The Code limits the aggregate fair market value of the shares of common stock (determined as of the beginning of the purchase period) that any employee in the United States may purchase under the Employee Stock Purchase Plan during any calendar year to $25,000. The Committee may impose restrictions or limitations on the resale of shares of common stock purchased under the Employee Stock Purchase Plan. Employees in the United States must notify the Company if shares of common stock are disposed of in a disposition that does not satisfy the holding period requirements of Section 423 of the Code (generally, as discussed below, two years from the beginning of the applicable purchase period).

        The Company will pay the administrative costs associated with the operation of the Employee Stock Purchase Plan. The employees will pay any brokerage commissions that result from their sales of shares of common stock.

        The Company may deduct or withhold or require employees to pay to the Company any federal, state, local and other taxes the Company is required to withhold with respect to any event arising as a result of the Employee Stock Purchase Plan. The Company may also deduct those amounts from the employees' wages or compensation.

Effect of Certain Corporate Events

        The Employee Stock Purchase Plan provides for adjustment of the number of shares of common stock which may be granted under the Employee Stock Purchase Plan as well as the purchase price per share of common stock and the number of shares of common stock covered by each purchase right for any increase or decrease in the number of shares of common stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, combination or reclassification of the common stock or recapitalization, reorganization, consolidation, split-up, spin-off or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by the Company.

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        In the event of any corporate transaction, the Committee may make such adjustment it deems appropriate to prevent dilution or enlargement of rights in the Employee Stock Purchase Plan, in the number, class of or price of shares of common stock available for purchase under the Employee Stock Purchase Plan and in the number of shares of common stock which an employee is entitled to purchase and any other adjustments it deems appropriate. In the event of any transaction, the Committee may elect to have the purchase rights under the Employee Stock Purchase Plan assumed or such purchase rights substituted by a successor entity, to set an earlier purchase date, prior to the consummation of such corporate transaction, to terminate all outstanding purchase rights either prior to their expiration or upon completion of the purchase of shares of common stock on the next purchase date, or to take such other action deemed appropriate by the Committee.

Amendment or Termination

        The Board may amend the Employee Stock Purchase Plan at any time, provided such amendment does not cause rights issued under the portion of the Employee Stock Purchase Plan for United States employees to fail to meet the requirements of Section 423 of the Code or cause rights issued under the Employee Stock Purchase Plan to fail to meet the requirements of any securities exchange on which shares of common stock are traded. Moreover, any amendment for which shareholder approval is required under Section 423 of the Code or such securities exchange must be submitted to the shareholders for approval. The Board may terminate the Employee Stock Purchase Plan any time.

U.S. Federal Income Tax Consequences

        The following discussion is only a brief summary of the United States federal income tax consequences to the Company and employees under the portion of the Employee Stock Purchase Plan applicable to employees in the United States. It is based on the Code as in effect as of the date of this proxy statement. The discussion relates only to United States federal income tax treatment; state, local, foreign, estate, gift and other tax consequences are not discussed. The summary is not intended to be a complete analysis or discussion of all potential tax consequences.

        The amounts deducted from an employee's pay pursuant to the Employee Stock Purchase Plan will be included in the employee's compensation and be subject to federal income and employment tax. Generally, no additional income will be recognized by the employee either at the beginning of the purchase period when purchase rights are granted pursuant to the Employee Stock Purchase Plan or at the time the employee purchases shares of common stock pursuant to the Employee Stock Purchase Plan.

        If the shares of common stock are disposed of at least two years after the first day of the purchase period to which the shares of common stock relate and at least one year after the shares of common stock were acquired under the Employee Stock Purchase Plan (the "Holding Period"), or if the employee dies while holding the shares of common stock, the employee (or in the case of the employee's death, the employee's estate) will recognize ordinary income in the year of disposition or death in an amount equal to the lesser of (a) the excess of the fair market value of the shares of common stock on the first trading day of the purchase period over the purchase price of the share of common stock or (b) the excess of fair market value of the shares of common stock at the time of such disposition over the purchase price of the shares of common stock.

        If the shares of common stock are sold or disposed of (including by way of most gifts) before the expiration of the Holding Period, the employee will recognize ordinary income in the year of sale or disposition in an amount equal to the excess of the sales price over the purchase price. Even if the shares of common stock are sold for less than their fair market value on the purchase date, the same amount of ordinary income is included in income.

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        In addition, the employee generally will recognize capital gain or loss in an amount equal to the difference between the amount realized upon the sale of shares of common stock and the employee's tax basis in the shares of common stock (generally, the amount the employee paid for the shares of common stock plus the amount, if any, taxed as ordinary income). Capital gain or loss recognized on a disposition of shares of common stock will be long-term capital gain or loss if the employee's holding period for the shares of common stock exceeds one year. The purchase date begins the holding period for determining whether the gain or loss realized is short or long term.

        If the employee disposes of shares of common stock purchased pursuant to the Employee Stock Purchase Plan after the Holding Period, the Company will not be entitled to any federal income tax deduction with respect to the shares of common stock issued under the Employee Stock Purchase Plan. If the employee disposes of such shares of common stock prior to the expiration of the Holding Period, the Company generally will be entitled to a federal income tax deduction in an amount equal to the amount of ordinary income recognized by the employee as a result of such disposition.

New Plan Benefits

        Participation in the Employee Stock Purchase Plan is entirely within the discretion of the eligible employees. Because the Company cannot presently determine the participation levels by employees, the rate of contributions by employees and the eventual purchase price under the Employee Stock Purchase Plan, it is not possible to determine the value of benefits which may be obtained by executive officers and other employees under the Employee Stock Purchase Plan. Nonemployee directors are not eligible to participate in the Employee Stock Purchase Plan.

        The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the resolution is required for approval of the Employee Stock Purchase Plan. The Board of Directors has unanimously approved the Employee Stock Purchase Plan and believes it to be in the best interests of the Company and the shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE
DADE BEHRING EMPLOYEE STOCK PURCHASE PLAN.2004 INCENTIVE COMPENSATION PLAN

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CORPORATE GOVERNANCE AND RELATED MATTERS

BOARD OF DIRECTORS' MEETINGS, COMMITTEES AND FEESBoard Structure and Committees

        OurAs of the date of this proxy statement, our Board has eight directors and the following three committees: Audit Committee, Compensation Committee and Governance Committee, which also serves as the nominating committee. Each of Directors held ten meetingsthe committees operates under a written charter adopted by the Board. The membership during the last fiscal year ended December 31, 2002. During 2002,and the function of each of our current directors attended 75% or more of the meetings ofcommittees are described below. During fiscal 2003, the Board held duringfive meetings, and each director attended 100% of all Board and applicable Committee meetings. Directors are encouraged to attend annual meetings of Dade Behring shareholders. All directors in 2003 attended the periodlast annual meeting of shareholders.

        Executive sessions of non-management directors are generally held incident to regular Board meetings. The non-management directors have not designated a lead director; instead, executive sessions are led by the committee chairs or other director proposing the agenda item. Any non-management director can propose agenda items or request that an additional executive session be scheduled.

Audit Committee

        The Audit Committee assists the Board in fulfilling its responsibilities for which he has been a director and attended 75% or moregeneral oversight of the meetingsintegrity of committeesour financial statements, compliance with legal and regulatory requirements, the independent auditors' qualifications and independence, the performance of our internal audit function and independent auditors, and risk assessment and risk management. Among other things, the Board on which he served held during the period for which he served. Among the standing committees of the Board of Directors areAudit Committee: prepares the Audit Committee report for inclusion in this proxy statement; annually reviews the CompensationAudit Committee charter and the Governancecommittee's performance; appoints, evaluates and determines the compensation of the independent auditors; reviews the scope of the annual audit, the audit fee and the financial statements; pre-approves all audit and permissible non-audit services to be provided by our independent auditors; reviews Dade Behring's disclosure controls and procedures, including internal control over financial reporting, information security policies, the internal audit function, and corporate policies with respect to financial information; establishes procedures for the receipt, retention and treatment of complaints to Dade Behring regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of accounting or auditing concerns; oversees investigations into complaints concerning financial matters; approves any related party transactions; and reviews other risks that may have a significant impact on the Company's financial statements. The Audit Committee which, in additionworks closely with management as well as the independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receives appropriate funding from Dade Behring for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its other functions, acts as a nominating committee.duties.

Audit Committee

        The members of the Audit Committee are Richard W. Roedel (Chairperson), N. Leigh Anderson, Ph.D. and, Bradley G. Pattelli. All membersPattelli and Samuel K. Skinner. The report of the Audit Committee meet the independence requirements of the National Association of Securities Dealers rules. The Audit Committee, among other things provides assistance to the Board of Directors in its oversight of:

•

the integrity of the Company's financial statements and the related public reports, disclosures and regulatory filings in which they appear;



•

the systems of internal control over financial reporting, operations, and legal/regulatory compliance;

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•

the performance, qualifications and independence of the Company's independent auditors;



•

the performance, qualifications and independence of the Company's internal audit function; and



•

compliance with the Company's ethics policies and applicable legal and regulatory requirements.

        The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee reviews and reassesses the adequacy of this charter at least annually. A copy of the written charter is attached as Appendix D to this proxy statement.begins on page 15. The Audit Committee held sixseven meetings during 2002. See "Audit2003. The charter of the Audit Committee Information—Reportis available under the Governance heading on the Investors Relations Section of Audit Committee" on page 15our website athttp://www.dadebehring.com and is also included herein as Appendix A.

Compensation Committee

        Principal responsibilities of the Compensation Committee, as outlined in its charter, are to review and approve overall compensation programs including base salary, short-term and long-term incentive awards for more information.the company's senior management and Chief Executive Officer, to approve all senior management and the Chief Executive Officer employment contracts, to review and evaluate the

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performance of the Chief Executive Officer, and to review management's succession planning and management development recommendations.

        The Compensation Committee

consists exclusively of non-employee members of the Board of Directors. The members of the Compensation Committee are James G. Andress (Chairperson), Jeffrey D. Benjamin and Alan S. Cooper. Each member of the Compensation Committee is independent as defined by the National Association of Securities Dealers listing standards. The Compensation Committee among other things: (i) reviews and approves all compensation programs forheld five meetings during 2003. The Report on Executive Compensation by the chief executive officer and senior managementCompensation Committee begins on page 19.

Governance Committee

        The Governance Committee: identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Company,Board to discharge the Board's duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate governance principles, including base salarygiving proper attention and short-termmaking effective responses to shareholder concerns regarding corporate governance. Other specific duties and long-term incentiveresponsibilities of the Governance Committee include: annually assessing the size, composition and compensation plans, including stock options; (ii) prepares reportsof the Board; developing Board membership qualifications; defining specific criteria for director independence; monitoring compliance with Board and Board committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and the annual proxy statement; (iii) reviewsBoard in recruiting new members to the Board; annually, and approves annual changes intogether with the chief executive officer's and each senior executive officer's compensation, including base salary and short-term and long-term incentive awards, and approves all senior management employment contracts; (iv) annually reviewsChairman of the Compensation Committee, evaluating the performance of the chief executive officerChairman of the Board and (v) reviews management's succession planningCEO and management development recommendations. The Compensationpresenting the results of the review to the Board and to the Chairman and CEO; reviewing and recommending proposed changes to Dade Behring's charter and bylaws and Board committee charters; assessing periodically and recommending action with respect to shareholder rights plans or other shareholder protections; recommending Board committee assignments; reviewing and approving any employee director standing for election for outside for-profit boards of directors; reviewing governance-related shareholder proposals and recommending Board responses; overseeing the evaluation of the Board and management; conducting a preliminary review of director independence and the financial literacy and expertise of Audit Committee held seven meetings during 2002. See "Executive Compensation and Other Information" on page 19.members.

Governance Committee

        The members of the Governance Committee are Alan S. Cooper (Chairperson), James G. Andress and Jeffrey D. Benjamin. Among other functions,The Governance Committee held five meetings during 2003. The Corporate Governance Manual is available under the Governance Committee: (i) studiesheading on the Investors Relations Section of our website athttp://www.dadebehring.com.

Director Independence

        The Board has determined that none of the current directors standing for re-election has a relationship with Dade Behring (either directly or as a partner, shareholder or officer of an organization that has a relationship with Dade Behring) that in the Board's opinion would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and makes recommendations concerningthat each director is independent within the sizemeaning of our director independence standards, which reflect exactly Nasdaq Stock Market, Inc. ("Nasdaq") director independence standards, as currently in effect. Further, the Board has determined that none of the members of the Audit Committee, Compensation Committee or Governance Committee has a relationship with Dade Behring (either directly or as a partner, shareholder or officer of an organization that has a relationship with Dade Behring) that in the Board's opinion would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and compositionthat each director is "independent" within the meaning of our director independence standards. Based on these determinations, the Board has determined that a majority of its members are independent within the meaning of our director independence standards. The Board has also determined that each member of the Audit Committee is independent for purposes of serving

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on the Audit Committee as determined under applicable NASD rules and federal securities laws and regulations. In making its determination, the Board considered Mr. Bradley G. Pattelli's employment relationship with Angelo, Gordon & Co., L.P. which beneficially owns a significant investment in Dade Behring common stock. Upon investigation, the Board determined that Mr. Pattelli qualifies as an independent member of the Board and the Audit Committee.

Consideration of Directors and its committee structure; (ii) recommends persons to be nominated by the Board of Directors for election as directorsDirector Nominees

Shareholder Nominees

        The policy of the Company; (iii) considers nominees recommended by shareholdersGovernance Committee is to consider properly submitted shareholder nominations for election as directors ofcandidates for membership on the Company; and (v) has general responsibility for the Company's corporate governance activities.Board. Recommendations by shareholders for director nominees should be forwarded to the Corporate Secretary and should identify the nominee by name and provide detailed information concerning his or her qualifications. The Company's bylaws require that shareholders give advance notice and furnish certain information to the Company in order to nominate a person for election as a director. See the discussion under "Shareholder proposals and nominations"the question "How may a shareholder make a proposal or nominate a candidate for election as a director" on page 3.3 of this proxy statement.

Director Qualifications

        The Dade Behring Corporate Governance Manual contains Board membership criteria that apply to Governance Committee-recommended nominees for a position on our Board. Under these criteria, members of the Board should have the highest professional and personal ethics and values, consistent with longstanding Dade Behring values and operating principles. They should have demonstrated management ability at high levels in successful organizations. They should have expertise germane to Dade Behring's operations in a global setting and to provide insight and practical wisdom based on experience. They should have sufficient time to carry out their obligations as a director and limit their service on other boards to a number that permits them, given their individual circumstances, to perform responsibly all director duties. They should be committed to enhancing shareholder value. Each director must represent the interests of all shareholders.

Identifying and Evaluating Nominees for Directors

        The Governance Committee held fourutilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Governance Committee, and may be considered at any point during 2002.the year. Mr. Skinner was identified by current Board members as a director candidate in a search authorized by the Board to add one new position to the Board. Mr. Skinner's selection was coordinated by the Governance Committee.

DirectorCommunications with Directors

        In order to provide security holders and other interested parties with a direct and open line of communication, the Board has adopted the following procedures for communications to directors.

        Shareholders and other interested persons may communicate with the chairmen of our Audit Committee, Compensation Committee or Governance Committee or with our non-management directors as a group by sending an email to investors@dadebehring.com. The email should specify which of the foregoing is the intended recipient.

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DIRECTOR COMPENSATION

        Directors who are not employees of the Company each received an annual cash retainer of $40,000 during 2002.2003 and will receive an annual cash retainer of $50,000 during 2004. Mr. Roedel received aan additional $15,000 annual retainer for his services as Audit Committee Chair. Mr. Andress and Mr. Cooper each received aan additional $5,000 annual retainer for their respective services as Compensation Committee Chair and Governance Committee Chair.

        The retainers are paid in quarterly installments in advance. In addition,Eligible directors are reimbursedmay defer receipt of director's fees otherwise payable to them and invest those fees in common stock units provided for meeting expenses.

        On October 24, 2002, the Board of Directors approvedunder the Dade Behring 2002 DirectorNonemployee Directors' Deferred Stock Option PlanCompensation Plan. Directors were reimbursed for nonemployee directors. Under the plan, eachexpenses incurred as a result of attendance at Board or Committee meetings.

        Each nonemployee director in 2002 received an inaugurala grant of options in 2002 to purchase 25,000 shares of common stock. The exercise price for such stock options is $14.72. Approximately one-third of eachsuch option grant will vestvested on October 3, 2003, approximately an additional one-third will vest on October 3, 2004 and each option grant will become fully vested on October 3, 2005. The proposed Incentive Compensation Plan, if approved by shareholders, will allow the Company to grant options and other equity awards to directors. Upon becoming a director in February, 2004, Mr. Skinner was granted an option to purchase 25,000 shares of common stock under the proposed Incentive Compensation Plan, subject to approval of the proposed Incentive Compensation Plan by the shareholders. Such option has an exercise price of $38.49 and approximately one-third of such option grant, if the proposed Incentive Compensation Plan is approved by shareholders, will vest as of February 18, 2004, and the remaining two-thirds will vest at the same times as the remaining two-thirds of the options granted to the other non-employee directors.

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AUDIT COMMITTEE INFORMATION

        The following "Report of Audit Committee" shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A under the Securities Exchange Act of 1934, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

Report of Audit Committee

        The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

        The Audit Committee reviewed with the Company's independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted accounting principles,in the United States, their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards (including Statement on Auditing Standards No. 61, Codification of Statements on Auditing Standards, AU Section 380)., SAS 99 (Consideration of Fraud in a Financial Statement Audit) and applicable Securities and Exchange Commission rules. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees) and has discussed with the independent auditors the auditors' independence from management and the Company. The Audit Committee has also considered the compatibility of the provision of permissible nonaudit services with the auditors' independence.

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        The Audit Committee discussed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal control over financial reporting, and the overall quality of the Company's financial reporting. The Audit Committee held six meetings during fiscal year 2002.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20022003 for filing with the Securities and Exchange Commission. The Audit Committee has recommended to the Board of Directors the selection of the Company's independent auditors.

AUDIT COMMITTEE
Richard W. Roedel, Chairperson
N. Leigh Anderson, Ph.D., Committee Member
Bradley G. Pattelli, Committee Member
Samuel K. Skinner, Committee Member

IndependentPrincipal Auditor InformationFees and Services

        The Company's Audit Committee has adopted pre-approval policies and procedures for audit and non-audit services, which policies and procedures were instituted in December 2002. The Company is early-adopting the SEC's new audit and non-audit fee disclosure requirements in this proxy statement; the requirements are mandatory for fiscal years ending after December 15, 2003.

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Fees Billed to Dade Behring by PricewaterhouseCoopers LLP, During Years Ended December 31, 2001 and 2002

Audit Fees

        The aggregate fees billed to Dade Behring by itsthe Company's independent auditors, PricewaterhouseCoopers LLP ("PwC"), for professional services rendered in connection withaudited the audit of Dade Behring'sCompany's financial statements presented in Dade Behring's Annual Report on Form 10-K totaled $3.9 million and $2.5 million for 2002 and 2001, respectively. The fees for 2002 also included the review of Dade Behring's quarterly financial statements included in Dade Behring's Form 10 Registration Statement filed with the Securities and Exchange Commission and other services in connection with our filing of registration statements.

Audit Related Fees

        The aggregate fees billed to Dade Behring by PwC for audit related services totaled $0.1 million and $0.3 million for 2002 and 2001, respectively. These fees were primarily for audits of employee benefit plans and accounting consultations.

Tax Fees

        The aggregate fees billed to Dade Behring by PwC for tax consultation and tax compliance services totaled $0.3 million and $0.2 million for 2002 and 2001, respectively.

All Other Fees

        In addition to the fees described under "Audit Related Fees" and "Tax Fees" above, the aggregate of all other fees billed to Dade Behring by PwC that are not described above totaled $0.7 million for 2002, primarily for various consulting services, and $3.2 million for 2001, primarily for consulting services related to restructuring activities of Dade Behring.

        PwC has been selected to serve as Dade Behring's independent auditors for the year ended December 31, 2003.2003 and has been selected to audit the Company's financial statements for the fiscal year ending December 31, 2004. Representatives of PwCPricewaterhouseCoopers LLP are expected to be present at the Annual Meetingannual meeting, will have the opportunity to make a statement, if they so desire, to do so, and will be available to respond to appropriate questions from shareholders.questions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Services AgreementsFees Incurred for PricewaterhouseCoopers

        We entered into managementThe following table shows the fees paid or accrued (in millions) by the Company for the audit and other services agreements with eachprovided by PricewaterhouseCoopers LLP for fiscal 2003 and 2002.

		2003		2002
Audit Fees(1)		2.8		3.9
Audit-Related Fees(2)		0.3		0.1
Tax Fees(3)		0.4		0.3
All Other Fees(4)		0.0		0.7
Total		3.5		5.0

The Audit Committee pre-approves all audit services to be performed by Dade Behring's independent auditors. The Audit Committee has delegated to the Chair of Bain Capital, Inc.the Audit Committee the authority to pre-approve permissible audit-related and Goldman, Sachs & Co. on December 20, 1994. Pursuant to these agreements, we were to have paid Bain Capital, Inc. and Goldman, Sachs & Co., subject to certain conditions, an aggregate annual fee of up to $3.0 million plus their respective out-of-pocket expenses, in return for management consulting in the areas of corporate finance; corporate strategy; investment analysis; market research and business development; advisorynon-audit services and support; negotiation; analysis of financial alternatives, acquisitionsfees to be performed by Dade Behring's independent auditors, provided that the Chair shall report any decisions to pre-approve such audit-related or non-audit services and dispositions; and other services. Infees to the full Audit Committee at its next regular meeting.

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(1)

Audit fees represent fees for professional services provided in connection with the bankruptcy proceedings, asaudit of our financial statements and review of our quarterly financial statements, audit services provided in our Planconnection with other statutory or regulatory filings, and services related to securities registration.

(2)

Audit-related fees consisted primarily of Reorganization, each of Bain Capitalaccounting consultations, employee benefit plan audits and Goldman, Sachs & Co. agreed to waive all amounts dueother attestation services.

(3)

Consultation services regarding federal, state, local and owing under its respective management services agreement. Both of the management services agreements were terminated on the effective date of the Plan of Reorganization.

international tax planning and compliance and assistance with tax audits and tax-only valuation services.

(4)

Various domestic and international consulting services.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires certain of our executive officers, our directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and changes in ownership with the SEC. Such executive officers, directors and shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to us and written representations from the applicable executive officers and our directors, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis for the year ended 2002.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table contains certain information regarding the beneficial ownership of our common stock as of March 26, 200319, 2004 by each of our named executive officers, each member of our Board of Directors, all directors and executive officers as a group and each person or entity known by us to beneficially own more than five percent of the outstanding shares of our common stock.

Name of Beneficial Owner(1)		Number of Shares Beneficially Owned(2)(3)		Percentage Beneficially Owned			Number of Shares Beneficially Owned(2)(3)		Percentage Beneficially Owned
OZ Management, L.L.C.(4)		4,985,242		12.5	%		4,109,402		9.7	%
OZ Management, L.P.(4)		1,727,296		4.3	%		1,291,636		3.1	%
Angelo, Gordon & Co., L.P.(5)		4,577,515		11.4	%		4,585,849		10.8	%
Scoggin, LLC(6)		3,504,668		8.8	%
Seneca Capital, L.P.(7)		3,350,081		8.4	%
James W.P. Reid-Anderson		550,596		1.3	%		601,592		1.4	%
Dominick M. Quinn		149,830		*			47,384		*
Hiroshi Uchida		145,830		*			45,150		*
John M. Duffey		140,230		*			91,290		*
Mark Wolsey-Paige		129,646		*			132,678		*
N. Leigh Anderson, Ph.D.		0		*			8,334		*
James G. Andress		1,000		*			16,219		*
Jeffrey D. Benjamin		25,000		*			35,018		*
Alan Cooper		5,000		*			16,719		*
Bradley G. Pattelli		0		*
Bradley G. Pattelli(5)							0		*
Richard W. Roedel		0		*			10,478		*
All executive officers and directors as a group (11 persons)		1,147,132		2.9	%
Samuel K. Skinner							0		*
All executive officers and directors as a group (12 persons)							1,004,862		2.4	%

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*

Less than 1%

(1)

Unless otherwise indicated, the business address of each person named in the table above is c/o Dade Behring Holdings, Inc., 1717 Deerfield Road, Deerfield, Illinois 60015-0778.

(2)

As used in this table, a beneficial owner of a security includes any person who, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (1) the power to vote, or direct the voting of, such security or (2) investing power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days of March 26, 2003.19, 2004. Except as otherwise noted, the persons and entities listed on this table have sole voting and investment power with respect to all of the shares of Common Stock owned by them. Calculations are based on a total of 40,026,06742,274,534 shares of Common Stock outstanding as of March 26, 2003.19, 2004.

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(3)

Includes the following number of shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2003:19, 2004: (1) 395,296400,236 shares by James W.P. Reid-Anderson; (2) 107,4804,800 shares by Dominick M. Quinn; (3) 103,48032,352 shares by Hiroshi Uchida; (4) 97,88048,940 shares by John M. Duffey, and (5) 87,296128,328 shares by Mark Wolsey-Paige.

Wolsey-Paige and (6) 8,334 shares by each of N. Leigh Anderson, Ph.D., James G. Andress, Jeffrey D. Benjamin, Alan S. Cooper, Bradley G. Pattelli and Richard W. Roedel. Includes the following number of shares of common stock issuable under the Dade Behring Nonemployees Directors' Deferred Stock Compensation Plan within 60 days of termination of service with our company as a director: (1) 1,885 shares by Mr. Andress, (2) 1,684 shares by Mr. Benjamin, (3) 1,885 shares by Mr. Cooper and (4) 1,144 shares by Mr. Roedel.

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(4)

Information derived from the Schedule 13GStatement of Changes in Beneficial Ownership of Securities on Form 4 filed jointly by OZ Management, L.L.C., OZF Management, L.P., OZF Management L.L.C., Daniel S. Och and Stephen C. Friedheim with the Securities and Exchange Commission on October 11, 2002. 4,985,242March 22, 2004. 4,109,402 of the shares are held by the OZ Master Fund, Ltd. ("OZMD"), 684,699505,071 of the shares are held by the OZF Credit Opportunities Master Fund, Ltd. ("OZF1") and 1,042,597786,565 of the shares are held by the OZF Credit Opportunities Master Fund II, Ltd. ("OZF2"). OZ Management, L.L.C. serves as principal investment manager to a discretionary account (OZMD) with respect to which it has shared voting and dispositive authority over 4,985,2424,109,402 shares of common stock. OZF Management, L.P. serves as principal investment manager to certain discretionary accounts (OZF1 to OZF2) with respect to which it has shared voting and dispositive authority over 1,727,2961,291,636 shares of common stock. OZF Management, L.L.C. is general partner of OZF Management, L.P. Daniel S. Och is the senior managing member of OZ Management, L.L.C. and is a senior managing member of OZF Management, L.L.C. and, as such, he may be deemed to control such entities and therefore may be deemed to be the beneficial owner of the shares over which OZ Management, L.L.C. and OZF Management, L.P. have voting and dispositive authority. Stephen C. Friedheim is a senior managing member of OZF Management, L.L.C. and, as such, he may be deemed to control such entity and therefore may be deemed to be the beneficial owner of the shares over which such entity has voting and dispositive authority. The address for each of OZ Management, L.L.C., OZF Management, L.P., OZF Management L.L.C., Mr. Och and Mr. Friedheim is 9 West 57th Street, 39th Floor, New York, NY 10019. All of such entities and persons disclaim any beneficial ownership of such shares.

(5)

Information derived from the Schedule 13D and 13D/A filed jointly by Angelo, Gordon & Co., L.P., John M. Angelo and Michael L. Gordon with the Securities and Exchange Commission on November 26, 2002 and December 2, 2002 respectively. Consists of 4,577,515 shares held by Angelo, Gordon & Co., L.P., and certain private investment funds for which Angelo, Gordon & Co., L.P. acts as a general partner or investment advisor with sole voting and dispositive authority. John M. Angelo and Michael L. Gordon are the general partners of AG Partners, L.P., the sole general partner of Angelo, Gordon & Co., L.P. and, as such, they may be deemed to have shared voting and dispositive power over 4,577,515 shares of common stock. Mr. Pattelli is a Director at Angelo, Gordon & Co., L.P. Pursuant to an agreement with Angelo, Gordon & Co., L.P., Mr. Pattelli is required to transfer any shares of our common stock that he receives upon exercise of stock options to Angelo, Gordon & Co., L.P. Mr. Pattelli disclaims beneficial ownership of all shares of common stock he is entitled to receive upon exercise of stock options. The address for Angelo, Gordon & Co., L.P., AG Partners, L.P., Mr. Angelo and Mr. Gordon is 245 Park Avenue, New York, NY 10167.

(6)

Information regarding Scoggin, Inc. is derived

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires certain of our executive officers, our directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and changes in ownership with the SEC. Such executive officers, directors and shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to us and written representations from the Schedule 13Gapplicable executive officers and our directors, all persons subject to the reporting requirements of Section 16(a) filed jointly by Scoggin Capital Management, L.P. II, Scoggin International Fund, Ltd., Scoggin, LLC, Craig Effron, Curtis Schenker, Jeffrey E. Schwarz, Karen Finerman, Bedford Falls Investors, L.P., Metropolitan Capital Advisors International Limited and Metropolitan Capital Partners II, L.P. with the Securities and Exchange Commissionrequired reports on February 14,a timely basis for the year ended 2003. Includes 1,205,663 shares of common stock owned by Scoggin Capital Management, L.P. II. The general partner of Scoggin Capital Management, L.P. II is S&E Partners, L.P. and the general partner of S&E Partners, L.P. is Scoggin, Inc. Also includes 1,213,596 shares of common stock over which Scoggin, LLC has sole voting and dispositive authority as the general partner of Scoggin International Fund, Ltd., and 676,906 shares over which Scoggin, LLC has shared voting and dispositive authority as the investment manager for certain discretionary managed accounts. Craig Effron and Curtis Schenker are the stockholders of Scoggin, Inc. and the managing members of Scoggin, LLC and, as such, have shared voting and dispositive authority over 3,096,165 shares of common stock. Also includes 171,624 shares of common stock over which Bedford Falls Investors, L.P., has sole voting and dispositive authority. The general partner of Bedford Falls Investors, L.P. is Metropolitan Capital Advisors, L.P. and

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Metropolitan Capital Advisors, Inc., is the sole general partner of Metropolitan Capital Advisors, L.P. Also includes 147,572 shares of common stock over which Metropolitan Capital Advisors International Limited has sole voting and dispositive authority. The investment manager of Metropolitan Capital Advisors International Limited is Metropolitan Capital Partners III, L.P. and Metropolitan Capital III, Inc. is the sole general partner of Metropolitan Capital Partners III, L.P. Also includes 78,107 shares of common stock over which Metropolitan Capital Partners II, L.P. has shared voting and dispositive authority. The sole general partner of Metropolitan Capital Partners II, L.P. is KJ Advisors, Inc. Jeffrey E. Schwarz and Karen Finerman are the shareholders of Metropolitan Capital Advisors, Inc., Metropolitan Capital III, Inc. and KJ Advisors, Inc. and, as such, have shared voting and dispositive authority over 397,303 shares of common stock. Also includes 6,250 shares of common stock over which Mr. Schwarz has sole voting and dispositive authority and 2,450 shares of common stock over which Mr. Schwarz has shared voting and dispositive authority. Of such shares of common stock over which Mr. Schwarz has shared voting and dispositive authority, 900 shares are held in the Schwarz Family Foundation Trust, 1,500 shares are held in the Schwarz Children's Trust and 50 shares are held in a family custodial account. Also includes 2,500 shares of common stock over which Ms. Finerman has sole voting and dispositive authority. The address for each of Scoggin Capital Management, L.P. II, Scoggin, LLC, Scoggin International Fund, Ltd., Craig Effron, Curtis Schenker, Jeffrey E. Schwarz, Karen Finerman, Bedford Falls Investors, L.P., Metropolitan Capital Advisors International Limited and Metropolitan Capital Partners II, L.P is 660 Madison Avenue, New York, NY 10021.

(7)

Information derived from the Schedule 13G filed jointly by Seneca Capital Advisors, LLC, Seneca Capital, L.P., Seneca Capital II, L.P., Seneca Capital International, Ltd., Seneca Capital Investments, LLC and Douglas A. Hirsch with the Securities and Exchange Commission on February 11, 2003. Includes 1,007,754 shares of common stock that Seneca Capital Advisors, LLC may be deemed to own beneficially as the sole general partner of Seneca Capital, L.P. and Seneca Capital II, L.P., with respect to which shares Seneca Capital Advisors, LLC has shared voting and dispositive authority. Also includes 2,296,940 shares of common stock that Seneca Capital Investments, LLC may be deemed to own beneficially as the sole investment manager of Seneca Capital International, Ltd. with respect to which shares Seneca Capital Investments, LLC has shared voting and dispositive authority. Douglas A. Hirsch is the manager of Seneca Capital Advisors, LLC and Seneca Capital Investments, LLC and as such, he may be deemed to control such entities and may be deemed to be the beneficial owner of the shares over which such entities have voting and dispositive authority. Also includes 45,387 shares over which Mr. Hirsch has sole voting authority and shared dispositive authority. The address for Seneca Capital International, Ltd. is 14 Par La Ville Road, Hamilton HMJX, Bermuda. The address for each of Seneca Capital Advisors, LLC, Seneca Capital Investments, LLC, Seneca Capital, L.P., Seneca Capital, II L.P. and Mr. Hirsch is 527 Madison Avenue, 11^th Floor, New York, NY 10022.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

        The following "Report on Executive Compensation" and "Performance Graph" shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

REPORT ON EXECUTIVE COMPENSATION

Compensation Philosophy

        Dade Behring's Compensation Committee consists of three outside directors responsible for reviewingThe Company's executive compensation philosophy is to provide competitive compensation and approving compensation arrangements for senior management of Dade Behring, including Dade Behring's executive officers and the chief executive officer. The philosophy of the

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Committee in establishing compensation arrangements for senior management is: (1)benefit programs to attract, motivate, retain and reward key executivesexecutive talent who are important to the continued success of Dade Behring; (2)Behring. The guiding principles are to ensure internal and external equity of the executive compensation arrangements, and (3) to provide strong financial incentives for outstanding performance at reasonable cost to the shareholders, forto reward and recognize significant performance of senior management, and ultimately to enhanceoptimize the value of the shareholders' investment.

Compensation Programsinvestment and the success of the Company.

        The primary components of Dade Behring's executive compensation programprograms are (1) base salary, (2) incentiveconsistent with a pay for performance philosophy; in that a substantial portion of the total direct compensation bonusis variable and (3) stock incentive plans.based on Company as well as individual performance.

        The Compensation Committee believes that:

•

Dade Behring'sCompany's total cash compensation is targeted at the upper third quartile for superior performance, with provision for paying above the upper third quartile when challenging targets are significantly overachieved. The cash incentive plans provide strong incentives for management to increase shareholder value;



•

Dade Behring' s pay levels are appropriate to attract, motivate, retain and reward key executives; and



•

Dade Behring'sportion of the total cash compensation program is based on a cost-effectivesliding scale: when the targets are not achieved, total cash compensation will be substantially reduced. The Company's long term incentive strategy to increase shareholder value.

Base SalaryCompensation Components and Process

        The Compensation Committee reviews officers' base salaries annually. Salaries are based on levelconducts an annual review of responsibilitythe total compensation of the Chief Executive Officer and individual performance. It is the Compensation Committee's objective thatsenior executives reporting to the Chief Executive Officer to assess the competitiveness of the Company's total cash compensation (inclusive of base salary and incentive compensation bonus) be in the upper third quartile of total cash compensation levels for similar responsibilities in companies with $1 billion to $3 billion in sales revenue. In setting 2003 base salaries, the Compensation Committee reviewed data from executive compensation surveys including companies with $1 billion to $3 billion in sales revenue.program. The Compensation Committee believes that ourthe direct competitors for our executive talentleadership and experience are not necessarily the companies that are included in athe peer group index established to compare shareholder returns. Therefore, the Compensation Committee reviews compensation data for executives at companies which are not the same companies as in the peer group index in the performance graph included in this proxy statement.

        The Committee reviews executive compensation survey data from companies in the medical instrument industry of similar size and scope ("peer group companies"). In 2003, the Committee relying upon the advice of its retained compensation consultant, expanded the number of peer group companies from five to nine to provide a larger comparison group more reflective of current market practice. In addition, the Committee also reviews general industry companies of $1 billion to $3 billion in sales revenue ("comparable companies"), where the Company competes for executive talent. Based on the survey data from the peer group companies and comparable companies as well as overall performance, the Committee determines the competitive total compensation structure for the chief executive officer and all senior executives reporting to the Chief Executive Officer.

        The primary components of Dade Behring's executive compensation program are (1) base salary, (2) annual incentive bonus and (3) long-term, equity-based incentive awards. The executives receive a majority of their total compensation through performance-based incentive plans, which places a great proportion of their compensation at risk while closely aligning their interests with the interests of the Company and Dade Behring's stockholders.

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        The Compensation Committee was satisfied that Dade Behring's salary levels will achieveengaged an executive compensation consulting firm to provide the Compensation Committee with additional expertise in the evaluation of the Company's executive compensation programs and market practices. This executive compensation consultant is retained by and reports directly to the Chairman of the Compensation Committee.

Base Salary

        The Compensation Committee reviews annually the base salaries of the Chief Executive Officer and the other executive officers. Adjustments to base salaries result from an assessment of individual performance of each executive in relation to the executive's scope of responsibility and a review of survey data from comparable companies. It is the Compensation Committee's objective.objective that total cash compensation (inclusive of base salary and incentive compensation bonus) be in the upper third quartile of total cash compensation levels for similar responsibilities in comparable companies.

Cash Incentive Compensation Bonus

        Dade Behring maintains a Management Incentive Compensation Plan (the "MICP"). The purpose of the MICP is to provide short-term annual incentive compensation in the form of cash bonuses to key management employees, including all executive officers, in a form aligning financial reward to factors that relate to increases in Dade Behring's shareholder value. BonusesUnder the MICP, short term financial objectives are based upon the extent to which our financial performance during the year has met or exceeded certain goals specifiedestablished annually by the Compensation Committee.Committee at levels which generally represent improvement over prior years' result in terms of the financial measures. The financial measures that Dade Behring usedobjectives adopted by the Compensation Committee for bonus purposesfiscal year 2003 provided specific targets for 2002 involved year-end net debt, EBITDA, net income and quarterly cash flow. Bonuses toThese financial measures are determined independent of each other. That is, payment for one objective may be earned and paid while the chief executive officerothers may not, if the minimum thresholds for each measure are not achieved. There is a sliding scale payout schedule for each financial measure. If performance is less than target, the payout will be reduced. If the performance is below the minimum threshold, there will be no payout. If performance exceeds target, the payout will be increased. The maximum total payout of the MICP based on Company financial results is capped at 200% of the target bonus. Individual payout is based 60% on Company financial results (the financial measures mentioned above) and 40% on individual performance. Participants in the MICP annually undertake individual performance goals which may include both financial and non-financial objectives. Each MICP participant is given a bonus target expressed as a percentage of base salary. Bonus targets for the Chief Executive Officer and other executive officers are determined by the Compensation Committee. A participant must be employed as ofCommittee based on recommendations from management. Bonus amounts are determined by comparing the distribution date in orderextent to receive a bonus for such year. Inwhich financial performance during each measuring period has met or exceeded the case of death, disabilityfinancial objectives and the extent to which performance has met or retirement after age 55, duringexceeded the plan year the participant would receive a pro rata bonus.individual performance goals.

        The MICP is structured to reward participants for achieving exceptional performance. Annual incentive awards for the Chief Executive Officer and the other executive officers may be above the median for comparable companies with $1 billion to $3 billion in sales revenue if target levels of performance based upon a predetermined formulaand individual performance goals are achieved or exceeded. AwardsBonus awards are reduced significantly if target levels of performance are not achieved.

        For fiscal year 2003, the Company over-achieved all the Company financial targets established under the MICP and the aggregate payout based on Company financial results was 184.43% of target. Awards to the Chief Executive Officer and the other executive officers are set forth in the Summary Compensation Table. These awards were based on the performance of the Company and the performance of the individuals as described above.

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Long-Term Equity Based ProgramAwards

        InThe Company's existing equity based compensation plan established incident to the 2002 in connection withfinancial reorganization was implemented for the executionstrategic purposes of the Plansecuring retention of Reorganization, the Board of Directors approved grants of shares of Dade Behring common stockexecutive officers and options to purchase shares of Dade Behring common stock to certain of Dade Behring's key employees including eachthrough the period necessary to initiate the financial reorganization and maintaining the cumulative talent and experience of that leadership team through the executive officers named in the summary compensation table. The grantsfinancial and competitive challenges that followed. Stock options were madegranted under the Chief Executive Officer Equity Plan, the2002 Management Stock Option Plan to executive officers and the Management Stock Award Plan (collectively "the Stock Incentive Plans") and were structured to secure the retention of the individual members of the currentsenior management teamon October 3, 2003 as intended through the executionplan of reorganization. Additional stock option grants were made to three executive officers in February, 2003 to recognize their increased responsibilities.

        The Compensation Committee has approved a new incentive plan, the planned reorganization process2004 Incentive Compensation Plan which is being submitted for shareholder approval as the method to provide equity and throughother incentives to employees in the post reorganization fiscal years during which Dade Behring will continue to be burdened by high debt to capital ratios. More importantly, a second objective of the stock incentive plans is to align management and shareholders' interests.future.

Chief Executive Officer Compensation

        Effective June 2003, the Compensation Committee increased the base salary of Mr. Reid-Anderson by 6%. The Company's executive compensation philosophy isCompensation Committee reviewed prior year-end and year-to-date financial performance and the performance contributions of Mr. Reid-Anderson and made an assessment of the extent to target total cash compensation (base salary and incentive compensation bonus) inwhich he contributed to the upper third quartile total cash compensation levels for chief executive officer positions in companies with $1 billion to $3 billion in sales revenue.realization of long term shareholder value. Mr. Reid-Anderson's totalfive key initiatives were to optimize customer relationship management, to enhance test method penetration, focus product development, continue to enhance cash compensationflow and productivity and build organizational excellence. Mr. Reid-Anderson's accomplishments in 20022003 include leading the Company to continued growth and financial strength, debt reduction which was structured to provide focussignificantly ahead of plan, new product introductions, significant progress in preparation of new product launches, Nasdaq listing, doubling the share price, employee turnover at an historic low, quality enhancement and incentive for him to lead the company through the financial restructuring process. In June 2002, in connection withimproved customer satisfaction.

        Mr. Reid-Anderson's annual review, the Board determined and approved a 6% ($43,500) increase in base salary to $768,500, effective June 1, 2002. Mr. Reid-Anderson's 2002 annual incentive bonus for fiscal year 2003 was determined based oncalculated by comparing the criteriaEBITDA, net income and cash flow and overall reduction in indebtedness achieved through year-end 2003 to the financial objectives set forth under the MICP as described above. The Compensation Committee evaluated Mr. Reid-Anderson's demonstrated performance against the five key initiative performance goals that had been established for him and made an assessment of Mr. Reid-Anderson's leadership and the achievements toward long term corporate objectives and enhancing shareholder value. Based on the Compensation Committee's reviewapplication of the financial criteria under the MICP and its further objective and subjective evaluation of Mr. Reid-Anderson's individual performance, in the year in which the Company successfully completed its Plan of Reorganization, the Compensation Committee approved an incentivea bonus for fiscal year 2003 under the MICP for 2002 of $1.55$1.63 million for Mr. Reid Anderson.Reid-Anderson. Mr. Reid-Anderson received a retention payment of $2 million provided for in the plan of reorganization in satisfaction of the retention incentive given for his continued service and achievement of the performance goals set forth for this retention plan. Mr. Reid-Anderson also received 132,00023,300 shares of common stock on March 13, 2003 and 988,240268,230 non-qualified stock options at an exercise price of $14.72$18.40 per share on October 3, 20022003 under the Stock Incentive Plans in recognitionas approved through the plan of the successful completion of Dade Behring's reorganization as well as to motivate, retain and reward Mr. Reid-Anderson for creating long term value for the company and shareholders.reorganization.

Section 162(m) of the Internal Revenue Code

        Section 162(m) of the Internal Revenue Code generally limits the Company's income tax deduction for compensation paid in any taxable year to its chief executive officer or any of its four other highest paid executive officers to $1,000,000 per individual, subject to certain exceptions. The Compensation Committee considers the anticipated tax treatment to the Company and to the executive officers in its review and establishment of compensation programs and payments. The Compensation Committee has determined that it will not necessarily seek to limit executive compensation to that deductible under

21

Section 162(m) of the Code. The Compensation Committee will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable, consistent with its compensation policies and as determined to be in the best interest of the Company and its shareholders. The 2004 Incentive Compensation Plan will permit compensation to be deductible under Section 162(m).

COMPENSATION COMMITTEE
James G. Andress, Chairperson
Jeffrey D. Benjamin, Committee Member
Alan S. Cooper, Committee Member

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PERFORMANCE GRAPH

        The following graph compares the changes in Dade Behring's cumulative total shareholder return on its common shares with the Standard & Poor's 500 Stock Index andFrank Russell 2000 Index*, the Media General Industry Group—Medical Instruments and Supplies Index and the S&P 500 Index.

        Assumes $100.00 invested on October 3, 2002 in each referenced group with reinvestment of dividends. Dade Behring Holdings, Inc. did not pay any dividends for the period shown.

        The Performance Graph is presented for the period beginning on October 3, 2002, the date on which our Plan of Reorganization became effectivecommon stock began trading on the public market, and ending on December 31, 2002.2003. Historical stock performance during this period may not be indicative of future stock performance.

*

Substituted for Standard & Poor's 500 Stock Index in prior year table. In the prior year Dade Behring Holdings, Inc. was not a component of any broad market index. The Company was included in the Russell 2000 Index in 2003.

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EQUITY COMPENSATION PLANS

        The following table summarizes information, as of December 31, 2002,2003, relating to Dade Behring's equity compensation plans under which stock options or shares may be granted from time to time. Information about

(1)

Includes 854,667 shares under the proposedDade Behring Employee Stock Purchase Plan and 100,000 under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan andwhich plans were approved by the Dade Behring Employee Stock Purchase Plan is not included in the table below and instead can be found under "Proposals"—"Proposal 3" at page 7 and "Proposal 4" at page 9.

Plan Category			Number of Securities to Be Issued upon Exercise Of Outstanding Options Warrants and Rights(a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(c) (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by shareholders			N/A			N/A		N/A
Equity compensation plans not approved by shareholders(1)(2)			5,266,900		$	14.72		2,012,512	(3)
	Total		5,266,900					2,012,512

---

Company's shareholders on May 28, 2003.

(1)(2)

5,116,900 of theThe 5,527,266 shares subject to outstanding options and all 70,588 share awards remaining available for issuance as of December 31, 20022003 are issuable pursuant to the Dade Behring 2002 Management Stock Option Plan, the Dade Behring 2002 Management Stock Award Plan and the Dade Behring 2002 Chief Executive Officer Equity Plan. Such options and awards were described in the disclosure statement provided in connection with the Planplan of Reorganizationreorganization and were part of the Planplan of Reorganizationreorganization approved by all voting classes of creditors and by the bankruptcy court.court, effective October 3, 2002.

The 2002 Management Stock Option Plan and 2002 Chief Executive Officer Equity Plan provide for the issuance of up to 7,058,824 stock options. On October 3, 2002, 5,094,300 stock options were granted under these plans. Additional grants of 22,600 stock options were made during the remainder of 2002. The terms for options granted in 2002 under both plans are substantially the same. Forty percent of such stock options vested on January 1, 2003, with an additional 20% vesting and exercisable at the end of each of the first, second and third anniversaries of the grant date. The strike price for the 2002 options wasis $14.72. Most ofOn February 28, 2003, 157,400 stock options were granted under the remaining2002 Management Stock Option Plan. The strike price is $16.79. 1,672,892 stock options are expected to bewere granted under the plans on October 3, 2003. The strike price was $18.40. Forty percent of option awards will bethe options awarded during 2003 vested and were exercisable on the respective grant date,dates, with an additional 20% vesting and becoming exercisable at the end of each of the first, second and third anniversaries of the grant date. Thedates. Future option grants will have the same vesting schedule and will have an exercise price for these options will beequal to the lower of 90% of the market value of the common stock at the grant date or $18.40. All option awards issued to executive officers are determined by the Board of Directors and option awards issued to all other participants are determined by the Chief Executive Officer. Accelerated vesting occurs upon a change of control (as defined in the 2002 Management Stock Option Plan or 2002 Chief Executive Officer Equity Plan, as applicable) or termination without cause. In addition, under the 2002 Chief Executive Officer Equity Plan, acceleration of vesting to the next vesting tranche occurs if the Chief Executive Officer's employment is terminated for good reason or due to the Chief Executive Officer's death or disability and upon such death or disability, the period for exercise is extended to 12 months. Vested and exercisable options generally expire on the earlier of (1) the tenth anniversary of the date of grant, (2) the six-month anniversary of the employee's termination date if such termination was the result of death or disability, (3) the 90^th day following an employee's termination date if such termination was the result of anything other than death, disability or

23

termination for cause, or (4) immediately upon termination for cause.

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Upon a change in control as defined in the option plans, the options can be converted, cashed out or otherwise dealt with in accordance with the option plans.

400,00070,588 shares of common stock were issued as of October 3, 2002March 13, 2003 as stock awards to the Chief Executive Officer and the executive team under the 2002 Chief Executive Officer Equity Plan and 2002 Management Stock Award Plan. All stock awards to executive officers were determined by the Board of Directors and stock awards to all other participants were determined by the Chief Executive Officer. Stock awards fully vested upon grant without any restrictions. The remaining 70,588 shares under the plans were awarded and issued in March 2003 upon the satisfaction of the conditions that shares be listed on Nasdaq and certain price requirements for a specified period of time be met.

(2)(3)

150,000 options were granted under the Dade Behring 2002 Director Stock Option Plan. Under this plan, options to purchase 25,000 shares of common stock with an exercise price of $14.72 per share were granted to each of the six non-employee Directors. These grants were made to attract and retain

qualified persons who are not employees of the Dade Behring for service as members of the Board of Directors by providing such members with an interest in Dade Behring's success and progress. The options vest and become exercisable in three installments on the first, second and third anniversaries of October 3, 2002. Vested and exercisable options expire on the earliest of (1) October 24, 2012, (2) the six month anniversary of a director's termination date, if such termination was the result of death or disability, or (3) the 90^th day following a director's termination date, if such termination was the result of anything other than death or disability. The aforementioned grants represent all of the shares issuable under the Dade Behring 2002 Director Stock Option Plan.

(3)

Includes 70,588 shares of common stock issued in March 2003 pursuant to the Dade Behring 2002 Management Stock Award Plan and the Dade Behring 2002 Chief Executive Officer Equity Plan to the named executive officers listed in the Summary Compensation Table and certain other officers and key employees.

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PENSION PLANS

        Dade Behring Inc. maintains a defined benefit pension plan (the "Pension Plan") for the benefit of its United States employees, including executive officers. Under the cash balance formula design, Dade Behring Inc. posts quarterly cash balance credits to each participant's individual account. The credits range from 4% to 10% of pay for the calendar quarter, depending on a participant's combined age and years of service as of December 31 of the previous year. The following table sets forth the annual cash balance credits based on pay, age and service:

        The credits are posted to a participant's account at the end of each calendar quarter, based on the participant's pay for that quarter. Interest credits are also posted to a participant's account as of the end of each calendar quarter based on (1) the participant's balance for the previous quarter and (2) one-fourth of the prevailing annual rate of return for 10-year United States Treasury bills as of the end of the previous quarter. Regardless of the prevailing annual rate, the Pension Plan will credit a participant's account with a minimum annual rate of 5% and a maximum annual rate of 10% in interest. The named executive officers that are covered under the Pension Plan had the following annual benefit accrued as of December 31, 20022003 and payable at age 65 as follows: Mr. Reid-Anderson, $14,900;$18,100; Mr. Uchida, $6,800;$9,900; Mr. Duffey, $15,600;$19,000; and Mr. Wolsey-Paige, $23,300.$27,100.

        Dade Behring Inc. also maintains a Supplemental Pension Plan that provides eligible individuals, including executive officers, with the difference between the benefits they actually accrue under the Pension Plan and the benefits they would have accrued under such plan but for the maximum benefit and compensation limitations imposed by law. Vesting of benefits is determined by reference to each participant's vested percentage under the Pension Plan. Participants' account balances are credited with earnings based upon the benefit accrual rate for the Pension Plan. Benefits under the Supplemental Pension Plan are payable upon death, disability, retirement or separation from service and are payable from our general assets. Supplemental Pension Plan distributions in either annuity payments or as a lump sum are determined at our discretion. The named executive officers that are covered under the Supplemental Pension Plan had the following annual benefit accrued as of December 31, 20022003 and payable at age 65 as follows: Mr. Reid-Anderson, $138,200;$206,500; Mr. Uchida, $13,600;$25,400; Mr. Duffey, $12,800;$24,100; and Mr. Wolsey-Paige, $18,400.$29,500.

        Dade Behring Holding GmbH maintains a pension plan (the "German Pension Plan") for the benefit of its German employees. Mr. Quinn is covered under the German Pension Plan. For the year 2002,2003, employees contribute between 1.5% and 2.5% of pensionable income up to the social security contribution ceiling (4,500(5,100 Euros/month for 2002)2003), with an equalwhich is half the amount contributed by Dade Behring Holding GmbH. An additional notional contribution of between 11.5% and 15% of pensionable income above the social security contribution ceiling is credited by Dade Behring Holding GmbH. In addition, Mr. Quinn is entitled by agreement to an additional supplemental pension benefit based on an additional company contribution of approximately 25,564 Euros (50,000 DEM) for each of 2001 and 2002 and approximately 30,677 Euros (60,000 DEM) for each additional year of employment through 2011. The contribution for 2003 was approximately 35,790 Euro. Pension benefits are paid out in the form of a monthly annuity which is actuarially determined based on aggregate contributions and imputed earnings. Assuming a conversion rate of 1.0476 from Euros to United States dollars, atAt December 31, 20022003 Mr. Quinn has an annual pension benefit accrued and payable at age 65 of $43,500.56,433 Euro. Assuming a conversion rate of 0.792205 from Euros to United States dollars, at December 31, 2003 Mr. Quinn has an annual pension benefit accrued and payable at age 65 of $71,235.

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EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS

Arrangements with Mr. Reid-Anderson

        Dade Behring Inc. has an employment agreement with Mr. Reid-Anderson dated June 1, 2001 and a supplemental letter dated November 20, 2001, which we refer to collectively, as the "Employment Agreement," which extends until terminated by Dade Behring Inc. or Mr. Reid-Anderson. Under the terms of the Employment Agreement, Mr. Reid-Anderson serves as President and Chief Executive Officer of Dade Behring Inc. The Employment Agreement provides that so long as Mr. Reid-Anderson serves as Chief Executive Officer of the Company, he will also be appointed to serve as a director on our Board of Directors and that of Dade Behring Inc. The Employment Agreement provides for a base salary, an annual target bonus, an incremental retention payment, change of control parachute gross-up payments, if necessary, and perquisites, including an automobile allowance and reimbursement of expenses incurred for home leave travel. Mr. Reid-Anderson's base salary is subject to the review of the Board of Directors on an annual basis and the award of the annual target bonus and the incremental retention payment are based upon the achievement of specific bonus targets and specified objectives, respectively. Mr. Reid-Anderson is eligible under the Employment Agreement to participate in all of the benefit programs for which our senior executive employees are generally eligible. For purposes of determining his participation in our cash balance pension program, however, his benefits accrue as though he had provided two years of service for every one year of service that he actually provides.

        In the event Mr. Reid-Anderson is terminated without cause or resigns for good reason, the Employment Agreement provides that he shall receive an amount equal to twice his base salary plus twice his target bonus for the year in which his employment ended. In such event, Mr. Reid-Anderson will also continue to receive the perquisites described above and participate in our health program for 24 months after the date of his termination. In the event that his employment is terminated due to his

25

death or disability, the terms of the Employment Agreement provide that he shall receive a bonus equal to the bonus that he would have received had he remained employed for the entire year, pro rated for the number of days that he was employed during that year. In addition, in the event that his employment is terminated due to his death or disability or by him for good reason, option vesting will accelerate as throughthough the next option vesting date had occurred. With a termination due to death or disability, Mr. Reid-Anderson's options will generally remain exercisable for 12 months after the termination.

        The Employment Agreement also incorporates standard noncompete and non-solicit provisions applicable to the period of his employment and for two years thereafter, unless Mr. Reid-Anderson's employment is terminated by reason of material breach by us of our obligations to him under the Employment Agreement. As a condition to receiving the severance payments described above, Mr. Reid-Anderson must not be in material breach of the Employment Agreement and must execute a general release in our favor.

Severance Agreements

        Dade Behring has entered into a severance agreement with each of the named executive officers listed in the Summary Compensation Table other than Mr. Reid-Anderson. In the event that such executive is involuntarily terminated (as defined in each severance agreement), the executive is entitled to receive (1) his base salary for a period of 12 months from the date of termination, and (2) a bonus, to be determined by the Board of Directors in good faith, equal to the bonus such executive would have received had the executive remained employed for the entire bonus period, pro ratedprorated based on the number of days that have elapsed during the year through the date of termination.

        The executive severance agreements also contain standard non-compete and non-solicit clauses applicable to the period of the executive's employment and for one year thereafter. As conditions to

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receiving the payments described above, the executive must not have breached the terms of the executive severance agreement and must execute a general release in our favor.

Change in Control Arrangements

        Dade Behring's 2002 Management Stock Incentive PlansOption Plan and 2002 Chief Executive Officer Plan provide that, as of the date of a "change in control," any outstanding options will become fully exercisable and vested. The 2002 Stock Incentive Plans use definitions of change in control that generally include: (i) an acquisition by any individual, entity or group of beneficial ownership of at least 50% of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; (ii) a change in the composition of a majority of our Board of Directors which is not supported by our current Board of Directors; (iii) subject to certain exceptions, the consummation of a merger, reorganization, consolidation or similar event or the sale or other disposition of all or substantially all of our assets; or (iv) the approval of the shareholders of our complete liquidation or dissolution. The proposed Incentive Compensation Plan, for which shareholder approval is being sought, also has provisions regarding vesting and accelerated payouts upon a change of control as defined in such plan.

        A special one time bonus pool of $20 million will be payable upon a change in control of the Company within five years of the effective date of the Planplan of Reorganization.reorganization. The special one time bonus pool is payable in cash upon such change of control to the Chief Executive Officer, executive team and key employees on a ratable basis based on each executive/employee's share of stock options awarded as part of the 2002 Stock Incentive Plans and still outstanding immediately prior to the change in control consistent with the terms of the 2002 Stock Incentive Plans. The $20 million pool will be reduced (but not below zero) by the aggregate amount of any realized gain in the Chief Executive Officer's, executive team's and key employees' stock options awarded as part of the 2002 Stock Incentive Plans consistent with the terms thereof upon a change of control.

SUMMARYEXECUTIVE COMPENSATION TABLE

        The following table sets forth the compensation paid by the Company or its subsidiaries to our Chief Executive Officer and our four most highly compensated executive officers other than the Chief Executive Officer (the "named executive officers") for services rendered in all capacities during the last three years.

SUMMARY COMPENSATION TABLE

(1)

This column includes for Mr. Reid-Anderson home leave allowances of $47,042 for 2003, $49,990 for 2002, and $49,114 for 2001 and $54,650 for 2000$40,061 in 2003 and $37,861 in 2002 for premiums for supplemental long-term disability insurance and a tax gross-up for such payment; $212,447payment and for each of 2001 and 2002 and $174,313 for 2000 to Mr. Uchida as an income adjustment to maintain his total compensation at the same level as his Japanese income, $111,142 for 2003 and $242,155$212,447 for a relocation allowance in 2000each of 2002 and 2001 and for Mr. Wolsey-Paige.Quinn as rental apartment expenses and a tax gross up of $40,696 for 2003 and financial planning allowance and tax gross up of $20,054 for 2003.

(2)

WeThis column includes for 2003 the value of stock awards granted 100,000 restricted shares of our pre-bankruptcy common stockMarch 13, 2003 to Mr. Reid-Anderson in 2000. Our common stock was not traded publicly at that time. All of such shares$437,341 and to each of restricted stock were cancelled on the effective dateMessrs. Quinn, Uchida, Duffey, and Wolsey-Paige of the Plan of Reorganization.

(3)

Stock options cancelled on the effective date of the Plan of Reorganization.

(4)

This column includes$119,190; for 2002 the value of stock awards granted upon the effectiveness of the Plan of ReorganizationOctober 3, 2002 to Mr. Reid-Anderson of $1,943,040 and to each of Messrs. Quinn, Uchida, Duffey and Wolsey-Paige of $529,920. In addition the column includes for 2003 $4,000 contributed for each of Messrs. Reid-Anderson, Uchida, Duffey and Wolsey-Paige to the Savings Investment Plan and amounts credited for such named executive officers under the Deferred Savings Investment Plan of $42,884, $15,653, $14,038 and $13,011, respectively, for 2002, $4,000 contributed for each of Messrs. Reid-Anderson, Uchida, Duffey and Wolsey-Paige to the Savings Investment Plan and amounts credited for such named executive officers under the Deferred Savings Investment Plan of $37,085, $14,647, $7,838 and $8,116, respectively. In addition the column includes retention payments in 2003 for Messrs. Reid-Anderson, Quinn, Uchida, Duffey and Wolsey-Paige of $2,000,001, $846,559, $660,000, $550,000 and $550,000 respectively.

2827

OPTION GRANTS IN 20022003

        The following table sets forth information concerning individual grants of stock options made during 20022003 to each of the executive officers named in the Summary Compensation Table.

(1)

Non-qualified stock options granted under the Dade Behring 2002 Management Stock Option Plan and the Dade Behring 2002 Chief Executive Officers Equity Plan. Options for the number of shares of Dade Behring common stock indicated were granted effective February 28, 2003 and October 3, 2002, the date that our Plan of Reorganization became effective.2003. Forty percent of such options becamewere exercisable on January 1, 2003.upon grant. The balance of the options become exercisable in equal installments on the first, second and third anniversary of the grant date. Vesting is accelerated upon a change of control or termination without cause.

(2)

The potential realizable values are shown in the table in conformity with Securities and Exchange Commission regulations, and are not intended to forecast possible future appreciation. The Company is not aware of any formula which will predict with reasonable accuracy the future appreciation of equity securities. No benefit can be realized by optionees without an appreciation in stock price, which will benefit all shareholders commensurately.

29

AGGREGATED OPTION EXERCISES IN 20022003
AND OPTION VALUES AS OF DECEMBER 31, 20022003

        The following table sets forth the shares acquired upon exercise of option during 2003 and the value received upon such exercise as well as the number and value of unexercised options as of December 31, 20022003 for each of the executive officers listed in the Summary Compensation Table. No executive officer listed in the Summary Compensation Table exercised stock options during 2002.

(1)

The value realized is the difference between the fair market value of the underlying Common Stock at the time of exercise and the aggregate exercise price of the options.

28

(2)

The value of unexercised in-the-money options as of December 31, 20022003 was calculated by subtracting the exercise price from the fair market value of common stock on that date ($15.60)35.98), timesand multiplying the difference by the number of shares subject to the options.

ANNUAL REPORT ON FORM 10-K

Dade Behring will furnish without charge, upon the written request of any person who is a shareholder or a beneficial owner of Common Stock of Dade Behring, a copy of Dade Behring's Annual Report on Form 10-K filed with the Securities and Exchange Commission for our most recent fiscal year, including financial statement schedules but not including exhibits. Requests should be directed to the attention of the Corporate Secretary of the Company at Dade Behring's principal executive offices at 1717 Deerfield Road, Deerfield, Illinois 60015-0778.

*    *    *

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APPENDIX A

CERTIFICATE OF AMENDMENTCharter of the Audit Committee of the Board of Directors
OF
CERTIFICATE OF INCORPORATION
OF
DADE BEHRING HOLDINGS, INC.

Dade Behring Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue

Organization

        This charter governs the operations of the General Corporation LawAudit Committee of the State of Delaware ("GCL"), does hereby certify as follows, pursuant to Section 242 of the GCL:

        FIRST:  That pursuant to the authority conferred upon the Board of Directors of Dade Behring (Committee). The Committee shall review and reassess the charter at least annually and, if appropriate, propose changes to the Board. The Committee shall be members of, and appointed by, the CertificateBoard and shall comprise at least three directors, each of Incorporationwhom is independent under relevant standards established by the Board and those set forth in this charter.

        Members of the Corporation,Committee shall be considered independent as long as they:

a)

do not accept any consulting, advisory or other compensatory fee from the Company, except such fees as may be earned in their capacity as Board members;



b)

are not an affiliated person of the Company or its subsidiaries; and;



c)

meet or exceed the independence requirements of the applicable stock exchange listing standards.

        Any director who has participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years may not sit on the Committee.

        Each Committee member must, at a minimum, be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement. At least one Committee member shall be a "financial expert," as defined by SEC regulations applicable to the Company from time to time.

        No member of the Committee shall serve on more than two audit committees of publicly traded companies other than the Company at the same time such member serves on this Committee, unless the Board determines that such simultaneous service would not impair the ability of Directors,such member to effectively serve on this Committee. If a Committee member serves on the audit committees of both a public company and a wholly owned subsidiary of such company, such service shall be counted as service on one audit committee, rather than two.

        The members of the Committee shall be appointed by the Board on the recommendation of the Governance Committee. The Board may remove any member from the Committee at any time with or without cause.

Purpose

        The Committee shall provide assistance to the Board in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community, and others relating to:

•

the integrity of the Company's financial statements and the related public reports, disclosures and regulatory filings in which they appear;



•

the systems of internal control over financial reporting, operations and legal/regulatory compliance;



•

the performance, qualifications and independence of the Company's independent auditor;



•

the performance, qualifications and independence of the Company's internal audit function; and



•

compliance with the Company's ethics policies and applicable legal and regulatory requirements.

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        In so doing, it is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditor, the internal auditors and management of the Company.

Authority

        The Committee shall have the sole authority and responsibility to appoint, determine funding for, oversee and, where appropriate, replace the independent auditor. The Committee shall also have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.

        In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company. The committee has the the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties without seeking Board approval with respect to the selection, fees or terms of engagement of any such advisors.

        The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee.

Administration

        The Committee will meet at least four times each year with authority to convene additional meetings, as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint from among their number a person to preside at their meetings. The Committee shall meet separately and periodically in separate executive sessions with management, internal audit personnel and the independent auditor to discuss matters that the Committee or the other groups believe warrant Committee attention. All Committee members are expected to attend each meeting, heldin person or via teleconference or video conference. The Committee may invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary.

        Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes of each meeting will be prepared and provided to the Board. The Committee shall report regularly to the Board on February 4, 2003,any significant matters arising from the Committee's work, including any issues that arise with respect to the quality and integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the internal and independent auditors and the performance of the internal audit function.

Duties and Responsibilities

        The primary responsibility of the Committee is to oversee the Company's financial reporting process on behalf of the Board and report the results of its activities to the Board. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with Section 242generally accepted accounting principles. Management is responsible for the preparation, presentation and integrity of the GCL, duly adoptedCompany's financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditor is responsible for auditing the Company's financial statements and for reviewing the Company's unaudited interim financial statements.

        In carrying out its responsibilities, the Committee shall establish policies and procedures that remain flexible, in order to best react to changing conditions and circumstances. The Committee should take appropriate actions to set the overall corporate "tone" for quality financial reporting, sound

A-2

business risk practices, and ethical behavior. The following sections of this charter set forth the principal duties and responsibilities of the Committee, as a guide, with the understanding that the Committee may supplement them as appropriate.

Relationship with the Independent Auditor

•

The Committee shall be directly responsible for the selection, appointment, termination, compensation and oversight of the work of the independent auditor, including pre-approval of all audit and permissible audit-related and non-audit services provided by the independent auditor and resolution (i) proposing an amendmentof any disagreements between management and the independent auditor regarding financial reporting. The Committee may pre-approve services by establishing detailed pre-approval policies and procedures as to the Certificateparticular service; provided that the Committee is informed of Incorporationeach service that is pre-approved, and that no pre-approval shall be delegated to management. In considering whether to pre-approve any non-audit services, the Committee or its delegees shall consider whether the provision of such services is compatible with maintaining the independence of the Corporation, (ii) declaring said amendmentauditor.



•

At least annually, the Committee shall evaluate the independent auditor's qualifications, performance and independence, including that of the lead partner.



•

At least annually, the Committee shall obtain and review a report by the independent auditor describing:



•

The firm's internal quality control procedures.



•

Any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.



•

All relationships between the independent auditor and the Company (to assess the auditor's independence).



•

At least annually, the Committee shall obtain and review the letter and written disclosures from the independent auditor consistent with Independence Standards Board Standard No. 1, including a formal written statement by the independent auditor delineating all relationships between the auditor and the Company; actively engage in a dialogue with the auditor with respect to that firm's independence and any disclosed relationships or services that may impact the objectivity and independence of the auditor; and take, or recommend that the Board take, appropriate action to oversee the independence of the outside auditor.



•

The Committee shall discuss with the independent auditor the matters required to be advisablediscussed by Statement of Auditing Standards ("SAS") No. 61,Communications with Audit Committee; SAS No. 89,Audit Adjustments; and SAS No. 90,Audit Committee Communications, all as amended from time to time, together with any other matters as may be required for public disclosure or otherwise under applicable laws, rules and regulations.



•

The Committee shall ensure that the independent auditor's lead partner and reviewing partner are replaced every five years. In addition, the Committee shall consider, from time to time, whether a rotation of the independent auditing firm would be in the best interests of the Corporation's stockholdersCompany and (iii) directingits shareholders.



•

The Committee shall set clear hiring policies for employees or former employees of the independent auditor that comply with SEC regulations and the matter be submittedapplicable stock exchange listing standards.

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Accounting Matters and Financial & Regulatory Reporting

•

The Committee shall obtain and review timely reports from the independent auditor on the critical policies and practices of the Company, and all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.



•

The Committee shall review changes in promulgated accounting and auditing standards that may materially affect the Company's financial reporting practices.



•

Prior to their release, the Committee shall review and discuss with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. The Chair may represent the entire Committee for purposes of this review.



•

The Committee shall review the interim financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations with management and the independent auditor prior to the stockholdersfiling of the CorporationCompany's Quarterly Report on Form 10-Q, including any off-balance sheet structures and significant issues encountered in the course of the audit work, including any restrictions on the scope of activities, access to required information, significant disagreements with management or the adequacy of internal controls. Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards. The Chair may represent the entire Committee for purposes of this review.



•

The Committee shall review with management and the independent auditor the financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations to be included in the Company's Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of Form 10-K) and the report of the independent auditor, including any off-balance sheet structures and significant issues encountered in the course of the audit work, including any restrictions on the scope of activities, access to required information, significant disagreements with management or the adequacy of internal controls. The Committee shall review with management and the independent auditor their judgment about the quality of accounting principles, the reasonableness of significant judgments and the clarity and completeness of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards.



•

The Committee shall regularly review with the independent auditor any audit problems or difficulties and management's response, including adjustments noted or proposed by the independent auditor but not taken (as immaterial or otherwise) by management, communications between the audit team and the national office concerning auditing or accounting issues, and any management or internal control letters issued or proposed to be issued by the auditor. The Committee shall review and discuss with the independent auditor the responsibilities, budget and staffing of the Company's internal audit function.



•

The Committee shall recommend to the Board, if so determined by the Committee, based on its review and discussion of the audited financial statements with management and the independent auditor, its discussions with the independent auditor regarding the matters required to be

A-4

discussed by SAS 61, and its discussions regarding the auditor's independence, whether the audited financial statements should be included in the Company's annual report on Form 10-K.

•

The Committee shall prepare its report to be included in the Company's annual proxy statement, as required by SEC regulations applicable to the Company from time to time.

Non-Audit Services Provided by the Independent Auditor

•

The Committee shall pre-approve all permissible non-audit services to be provided by the independent auditor and shall not engage the independent auditor to perform any non-audit services prohibited by applicable law or regulation.



•

The Committee may delegate pre-approval authority to a member of the Committee. The decisions of any Committee member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting.

Internal Audit

•

The internal audit director shall have dual reporting responsibility to both the Committee and the Chief Financial Officer of the Company. Accordingly, the Committee shall review and concur in the appointment, replacement or dismissal of the internal audit director and shall review the performance of and assist in determining compensation of the internal audit director.



•

The Committee shall review with management and the internal audit director the charter, plans, budget, activities, staffing, scope, organizational structure and results of the internal audit function and shall approve the annual internal audit plan.



•

The Committee shall review any reports by management regarding any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.



•

The Committee shall periodically review with management, the internal audit department and the independent auditor the scope and adequacy of the internal accounting controls implemented to comply with the Foreign Corrupt Practices Act ("FCPA").



•

The Committee shall periodically review with management, the internal audit department and the independent auditor, and report to the Board regarding, the Company's compliance with the recordkeeping provisions of the FCPA and SEC rules.



•

The Committee shall review the effectiveness of the internal audit function, including compliance with the Institute of Internal Auditors' Standards for the approvalProfessional Practice of said amendment.Internal Auditing.

Adequacy of Audit Scopes and Resources

        SECOND:  

•

The amendmentCommittee shall discuss with the internal auditors and the independent auditor the overall scope and plans for their respective audits, including the adequacy of staffing and resources.

Internal Controls

•

The Committee shall develop and monitor compliance with a code of conduct for all Company employees, officers and directors pursuant to and to the Certificate of Incorporationextent required by regulations applicable to the Company from time to time.



•

The Committee shall discuss with management, the internal auditors and the independent auditor the adequacy and effectiveness of the Corporation was duly adopted ataccounting and financial controls, including the Annual Meeting

A-5

Company's policies and procedures to assess, monitor and manage business risk, and legal and ethical compliance programs (e.g., Company's Code of StockholdersConduct).

•

The Committee shall review management's report regarding the effectiveness of internal control over financial reporting as of the Corporation held on May 28, 2003, in accordance with Section 242end of the GCL.most recent fiscal year and the independent auditor's report on management's conclusions.

Related-Party Transactions

•

The Committee shall review and approve all related-party transactions, including transactions between the Company and its officers or directors or affiliates of officers or directors.

        THIRD:  That in accordancePrivate and Executive Sessions

•

The Committee shall meet separately and periodically with management, the internal auditors and the independent auditor to discuss issues and concerns warranting Committee attention. The Committee shall provide sufficient opportunity for the internal auditors and the independent auditor to meet privately with the aforementioned resolution, the Corporation's Certificate of Incorporation is hereby amended by amending Section 1 of Article Four in its entirety to read as follows:

(1)    The total number of shares of all classes of stock which the corporation shall have authority to issue is 65,065,000, consisting of (1) 65,000,000 shares of Common Stock, par value $.01 per share, and (2) 65,000 shares of Preferred Stock, par value $.01 per share. The number of authorized shares of anymembers of the Preferred StockCommittee. The Committee shall review with the internal auditors and the independent auditor any audit problems or difficulties and management's response.

Other Matters

•

The Committee shall set clear policies for the Common StockCompany's hiring of employees or former employees of the independent auditor who were engaged on the Company's account, and ensure that such policies comply with any regulations applicable to the Company from time to time.



•

The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.



•

The Committee shall receive corporate attorneys' reports of evidence of a material violation of securities laws or breaches of fiduciary duty.



•

The Committee shall institute and oversee special investigations as needed.



•

The Committee shall perform an evaluation of the Committee's and individual members' performance at least annually to determine whether it is functioning effectively and make applicable recommendations for improvement.



•

The Committee shall perform any other activities related to this charter as may be increased or decreased (but not below the number of shares thereof then outstanding)requested by the affirmative vote of the holders of a majority in voting power of the stock of the corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto), and no vote of the holders of any of the Preferred Stock or the Common Stock voting separately as a class shall be required therefor.

        FOURTH:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.Approved: March 19, 2004

        IN WITNESS WHEREOF, Dade Behring Holdings, Inc. has caused this certificate to be signed by James W. P. Reid-Anderson, its Chairman of the Board, President and Chief Executive Officer, as of this    th day of May, 2003.

A-1A-6

APPENDIX B

DADE BEHRING 2004 INCENTIVE COMPENSATION PLAN

DADE BEHRING
NONEMPLOYEE DIRECTORS'
DEFERRED STOCK2004 INCENTIVE COMPENSATION PLAN

ARTICLE I
INTRODUCTIONSECTION 1. PURPOSE

        I.1    Establishment.        The purpose of this Dade Behring 2004 Incentive Compensation Plan (the "Plan") is to attract, retain and motivate employees, officers and directors of Dade Behring Holdings, Inc. (the "Company") hereby establishesand its Subsidiaries (individually or collectively, "Employer") by providing them the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan (the "Plan") for those directors of the Company who are not employees ofopportunity to acquire a proprietary interest in the Company or any of its subsidiaries or affiliates. The Plan allows Nonemployee Directors to defer the receipt of cash compensationother incentives and to receive such deferred compensation inalign their interests and efforts to the forminterests of Shares.

        I.2    Purpose.the Company's stockholders. The Plan is intended to advancepermit the interestsgrant of Awards that constitute "qualified performance-based compensation" under section 162(m) of the Company and its stockholders by providing a means to attract and retain qualified persons to serve as Nonemployee Directors and to promote ownership by Nonemployee Directors of a greater proprietary interest in the Company, thereby aligning such Directors' interests more closely with the interests of stockholders of the Company.Code.

        I.3    Effective Date.    The Plan shall become effective as of April 1, 2003 (the "Effective Date"); provided, however, that if the Plan is not approved by a vote of the stockholders of the Company at the next Annual Meeting the Plan and any Stock Units credited hereunder shall terminate and any Fees deferred hereunder shall be paid to the Directors entitled thereto.

ARTICLE II
SECTION 2. DEFINITIONS

        Certain terms used in this Plan have the meanings set forth in Appendix I.

ARTICLE III
SECTION 3. ELIGIBILITY

        The Committee may grant an Award to any employee, officer or director of the Company or a Subsidiary whom the Committee from time to time selects.

SECTION 4. SHARES AVAILABLE UNDERSUBJECT TO THE PLAN

4.1    Aggregate Shares

        The number of shares of Common Stock issued under this Plan shall not exceed, in the aggregate, three million four hundred thousand (3,400,000) shares of Common Stock (as such number is adjusted pursuant to Section 15 hereof). Common Stock to be issued with respect to Awards may be either authorized and unissued shares, treasury shares, or a combination thereof.

4.2    Limitations

        Subject to adjustment as provided in Article X,Section 15, the maximum number of shares of Common Stock issued under this Plan with respect to Restricted Stock, Stock Units, Performance Shares, Performance Units and Stock Appreciation Rights shall not exceed one million (1,000,000) shares of Common Stock. Subject to adjustment as provided in Section 15, no Participant shall be eligible to receive in any one calendar year Awards relating to more than five hundred thousand (500,000) shares of Common Stock.

4.3    Share Usage

        Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares of Common Stock hereunder or if shares of Common Stock are issued under this Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares of Common Stock subject to such Awards and the forfeited or reacquired shares of Common Stock shall again be available for issuance under the Plan. Any shares of Common Stock not issued because they were (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the exercise of an Option, purchase price of an Award or to satisfy tax withholding obligations in connection with an Award or (ii) covered by an Award that mayis settled in

B-1

cash or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued to a Participant shall be distributed in settlementavailable for Awards under the Plan. The number of shares of Common Stock Unit Accountsavailable for issuance under the Plan shall not be one hundred thousand (100,000). Such Shares may include authorized but unissued Shares, treasury Sharesreduced to reflect any dividends or Sharesdividend equivalents that have been reacquired byare reinvested into additional shares or credited as additional Restricted Stock, Stock Units, Performance Stock, Performance Units or Stock Appreciation Rights. Notwithstanding the Company.

ARTICLE IV
ADMINISTRATION

        The Planforegoing, for purposes of the last sentence of Section 4.2, any such shares of Common Stock shall be administeredcounted in accordance with the requirements of section 162(m) of the Code.

        Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by the Board or the Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent appropriate, using the exchange ratio or other committee asadjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of common stock of the entities are parties to such acquisition or combination) may be designated byused for Awards under the Board.Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or non-employee directors of the Employer prior to such acquisition or combination.

SECTION 5. AWARDS

5.1    Form, Grant and Settlement of Awards

        The Committee shall have the authority, in its sole discretion, to make all determinations it deems necessarydetermine the type or advisable for administering the Plan,types of Awards to be granted under this Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies, as the express provisionsCommittee shall determine.

5.2    Evidence of the Plan. Notwithstanding the foregoing, no Director who is a ParticipantAwards

        Awards granted under the Plan shall participatebe evidenced by a written (including electronic) instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with this Plan.

5.3    Deferrals

        The Committee may permit a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted, the Committee, in any determination relating solelyits sole discretion, shall establish rules and procedures for such payment deferrals, which may include provisions for the payment or primarilycrediting of interest or dividend equivalents or converting such credits to his or her own Shares, Stock Units or Stock Unit Account.deferred share unit equivalents.

B-1SECTION 6. OPTIONS

6.1    Grant of Options

        The Committee may grant Options. Options granted are not intended to be "incentive stock options" within the meaning of section 422A of the Code.

B-2

ARTICLE V
ELIGIBILITY6.2    Option Exercise Price

        Each person who isThe exercise price for a Nonemployee Director on a Deferral Dateshare of Common Stock purchased under an Option shall be eligible to defer Fees payable on such date in accordance with Article VI of the Plan. If any Nonemployee Director subsequently becomes an employee of the Company or any of its subsidiaries, but does not incur a Termination of Service, such Director shall continue as a Participant with respect to Fees previously deferred, but shall cease eligibility with respect to all future Fees, if any, earned while an employee.

ARTICLE VI
DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS

        VI.1    General Rule.    Each Nonemployee Director may, in lieu of receipt of Fees, defer any or all of such Fees in accordance with this Article VI, provided that such Nonemployee Director is eligible under Article V of the Plan to defer such Fees at the date any such Fees are otherwise payable. A Director may elect to defer a percentage (of notbe less than 50% and in 5% increments up to 100%) of his or her Fees.

        VI.2    Timing of Election.    Each Nonemployee Director who is serving on the Board on the Effective Date may make a Deferral Election at any time prior to the Effective Date. Any person who is not then serving as a Nonemployee Director may make a Deferral Election before the first date on which he or she is entitled to receive Fees. A Nonemployee Director who does not make a Deferral Election when first eligible to do so may make a Deferral Election at such time before any subsequent calendar year in accordance with administrative procedures established with respect to the Plan.

        VI.3    Effect and Duration of Election.    A Deferral Election shall apply to Fees payable after the date such election is made and shall be deemed to be continuing and applicable to all Fees payable in subsequent calendar years, unless the participant revokes or modifies such election by filing a new election form at such time before the first day of any subsequent calendar year in accordance with administrative procedures established with respect to the Plan, effective for all Fees payable on and after the first day of such calendar year.

        VI.4    Form of Election.    A Deferral Election shall be made in a manner satisfactory to the Committee. Generally, a Deferral Election shall be made by completing and filing the specified election form with the Secretary or his or her designee within the period described in Section VI.2 or Section VI.3.

        VI.5    Establishment of Stock Unit Account.    The Company shall establish a Stock Unit Account for each Participant. All Fees deferred pursuant to this Article VI shall be credited to the Participant's Stock Unit Account as of the Deferral Date and converted to Stock Units. The number of Stock Units credited to a Participant's Stock Unit Account as of a Deferral Date shall equal the amount of the deferred Fees divided by the Fair Market Value of a Shareshare of Common Stock for the date of grant, except in the case of Substitute Awards.

6.3    Term of Options

        Subject to earlier termination in accordance with the terms of this Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the date of grant.

6.4    Exercise of Options

        The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time. To the extent an Option has vested and become exercisable, the Option may be exercised in whole or in part from time to time prior to its expiration by delivery to the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares of Common Stock with respect to which the Option is being exercised, the restrictions imposed on the shares of Common Stock purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in Section 6.5.

6.5    Payment of Exercise Price

        The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares of Common Stock purchased. Such consideration must be paid before the Company will issue the shares of Common Stock being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include: (i) cash or its equivalent (e.g., by check), (ii) other shares of Common Stock (by either actual delivery of Common Stock or by attestation—presenting satisfactory proof of beneficial ownership of such Common Stock; provided such shares of Common Stock were held for at least six months (or such other period established by generally accepted accounting principles necessary to avoid adverse accounting consequences) if such shares of Common Stock were received under this Plan or any other equity compensation plan of the Company) in the amount or value equal to the product of the Option exercise price multiplied by the number of shares of Common Stock to be acquired plus the amount of any additional federal, state and local taxes required to be withheld by reason of the exercise of the Option, (iii) by a "cashless exercise" through a third party, or (iv) such other consideration as the Committee may permit.

6.6    Post-Termination Exercise

        The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Committee at any time:

(a)

Any portion of an Option that is not vested and exercisable on the date of a Participant's Termination of Service shall expire on such Deferraldate.

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