AGREEMENT AND PLAN OF MERGER



                  AGREEMENT AND PLAN OF MERGER, dated as of August 30, 2000, by

and among Sybron Chemicals, Inc., a Delaware corporation (the "Company"), Bayer

Corporation, an Indiana corporation ("Parent"), and Project Toledo Acquisition

Corp., a Delaware corporation and a wholly owned subsidiary of Parent

("Purchaser").



                              W I T N E S S E T H :





                  WHEREAS, the Board of Directors of each of Purchaser and the

Company has approved and declared advisable and in the best interests of the

respective stockholders of such corporations, and the Board of Directors of

Parent has approved, this Agreement and the merger of Purchaser with and into

the Company (the "Merger") upon the terms and subject to the conditions set

forth herein;



                  WHEREAS, the respective Boards of Directors of Parent,

Purchaser and the Company have approved the acquisition of the Company by Parent

and, in furtherance of such acquisition, Parent proposes to cause Purchaser to

make a cash tender offer for all of the issued and outstanding shares of common

stock, par value $.01 per share (the "Common Stock"), of the Company, on the

terms specified herein and the Board of Directors of the Company has unanimously

approved this Agreement and the transactions contemplated hereby, including the

tender offer, the Merger and the transactions contemplated by the Stockholder

Agreement (as defined below) and has unanimously recommended that the offer be

accepted and this Agreement be adopted (if required) by the stockholders of the

Company; and



                  WHEREAS, Parent, Purchaser and certain stockholders of the

Company have, concurrently with the execution and delivery hereof, entered into

the Stockholder Agreement, providing that, among other things, such stockholders

will (i) tender their shares of Common Stock pursuant to the Offer, and (ii)

vote their shares of Common Stock in favor of adoption of this Agreement and

approval of the Merger.



                  NOW, THEREFORE, in consideration of the foregoing and the

respective representations, warranties, covenants and agreements hereinafter

contained and intending to be bound hereby, the parties hereto agree as follows:



                                    ARTICLE I

                                    THE OFFER



                  SECTION 1.01 The Offer.



                  (a) Provided that (i) this Agreement shall not have been

terminated in accordance with Article VIII, (ii) nothing shall have occurred

that would render any of the conditions set forth in the first paragraph of

Annex A incapable of being satisfied and (iii) none of the events set forth in

the second paragraph of Annex A hereto shall have occurred and be continuing, as

promptly as practicable (but in no event later than seven (7) business days

after the date of this Agreement) Purchaser shall, and Parent shall cause

Purchaser to, commence (within the meaning of the applicable rules and

regulations of the Securities and Exchange

<PAGE>   2

Commission (the "SEC") promulgated under the Securities Exchange Act of 1934, as

amended (the "Exchange Act")) an offer to purchase for cash (the "Offer") any

and all of the issued and outstanding shares of Common Stock ("Shares")

(including the related Rights (as defined in Section 4.02 of this Agreement)) at

a price of $35.00 per Share, net to the seller in cash. For purposes of this

Agreement, the term "Transaction Consideration" shall mean $35.00 per Share in

cash or any higher price as shall be paid in respect of the Shares in the Offer.

The obligations of Purchaser to commence the Offer and to accept for payment and

to pay for any Shares tendered shall be subject to the conditions set forth in

Annex A hereto (any or all of which may, subject to the provisions hereof, be

waived by Parent or Purchaser, subject to applicable law). The initial

expiration date of the Offer (the "Expiration Date") shall be the 20th business

day following the commencement of the Offer (determined using Rules 14d-1 and

14d-2 under the Exchange Act), but in no event shall be later than October 6,

2000. Without the prior written consent of the Company, Purchaser shall not (i)

decrease the Transaction Consideration, (ii) decrease the number of Shares

sought to be purchased in the Offer, (iii) change the form of consideration

payable in the Offer (although Purchaser shall, in its sole discretion, have the

right to increase the amount of the Transaction Consideration), (iv) add to the

conditions to the Offer set forth in Annex A, (v) waive the Minimum Condition

(as defined in Annex A) or (vi) make any other change in the terms or conditions

of the Offer which is adverse to any holder of Shares, it being agreed that

neither a waiver by Purchaser of any of the conditions set forth in Annex A

(other than the Minimum Condition) in whole or in part at any time and from time

to time in its discretion, nor the extension of the Expiration Date as permitted

below, shall be deemed to be adverse to any holder of Shares. Purchaser may,

without the consent of the Company, extend the Expiration Date (which extended

date shall thereupon be the Expiration Date for purposes of this Agreement):(i)

in increments of not more than ten (10) business days each, if at the scheduled

Expiration Date any of the conditions to Purchaser's obligation to purchase

Shares are not satisfied, until such time as such conditions are satisfied or

waived and (ii) for any period required by any rule, regulation, interpretation

or position of the SEC or the staff thereof applicable to the Offer. In

addition, Purchaser shall have the right, without the consent of the Company, to

make available a subsequent offering period (within the meaning of Rule 14d-11

under the Exchange Act). Without limiting the right of Purchaser to extend the

Offer, provided that this Agreement shall not have been terminated in accordance

with Article VIII hereof, if the conditions set forth in Annex A are not

satisfied or, to the extent permitted hereby, waived by Purchaser as of the

Expiration Date, then, except to the extent that such conditions are incapable

of being satisfied, at the request of the Company, Purchaser will extend the

Expiration Date from time to time until the earlier of the date that such

conditions are satisfied or waived or the date that is thirty (30) days (or if

the condition set forth in clause (ii) in the first paragraph of Annex A has not

been satisfied, 60 days) from the date of the initial Expiration Date(such date

the "Mandatory Extension Date," and, if such date is later than the

then-scheduled Expiration Date, the Mandatory Extension Date shall thereupon be

the Expiration Date for purposes of this Agreement); provided, however, that

Purchaser shall not be required to so extend the Expiration Date if the failure

to meet any of the conditions set forth in Annex A was caused by or resulted

from the failure of the Company to perform in any material respect any covenant

or agreement of the Company contained herein, or the material breach by the

Company of any representation or warranty contained herein. Purchaser shall,

subject to the terms and conditions of the Offer, accept for payment Shares

tendered as soon as it is legally permitted to do so under applicable law.



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<PAGE>   3

                  (b) On the date the Offer is commenced, Parent and Purchaser

shall file with the SEC a Tender Offer Statement on Schedule TO with respect to

the Offer, which shall contain an offer to purchase and a related letter of

transmittal and summary advertisement (such Schedule TO and the documents

included therein pursuant to which the Offer will be made, together with any

amendments or supplements thereto, the "Offer Documents"). The Company will

cooperate fully in the preparation of the Offer Documents and the Company and

its counsel shall be given a reasonable opportunity to review the Offer

Documents prior to their being filed with the SEC. Each of Parent, Purchaser and

the Company shall promptly correct any information provided by it for use in the

Offer Documents if and to the extent that such information shall have become

false or misleading in any material respect, and each of Parent and Purchaser

shall take all steps necessary to amend or supplement the Offer Documents and to

cause the Offer Documents as so amended or supplemented to be filed with the SEC

and to be disseminated to the Company's stockholders, in each case as and to the

extent required by applicable federal securities laws. Parent and Purchaser

shall provide the Company and its counsel in writing with any comments Parent,

Purchaser or their counsel may receive from the SEC or its staff with respect to

the Offer Documents promptly after the receipt of such comments.



                  (c) The Company agrees that it will not tender, and will not

permit any of its subsidiaries to tender, any Shares held by it or any such

subsidiary pursuant to the Offer.



                  SECTION 1.02 Company Actions; Rights. The Company hereby

approves of and consents to the Offer and represents that (a) its Board of

Directors (at a meeting duly called and held) has unanimously (i) determined

that each of the Offer, the Merger and this Agreement is advisable and fair to,

and in the best interests of, the Company and the stockholders of the Company,

(ii) approved the Merger, this Agreement, the Stockholder Agreement and the

transactions herein and therein contemplated (collectively, the "Transactions"),

and (iii) subject to the right of the Board of Directors of the Company to take

action permitted by Section 6.02(b), resolved to recommend acceptance of the

Offer and, in the event of a stockholder vote, the approval and adoption of the

Agreement by the stockholders of the Company and (b) J.P. Morgan Securities Inc.

("J.P. Morgan") has delivered to the Company's Board of Directors its opinion

(if oral, then subsequently confirmed in writing as soon as practicable

thereafter) that the cash consideration to be received by the holders of the

Shares in the Offer and the Merger is fair to such stockholders from a financial

point of view, which opinion Parent and Purchaser shall be entitled to include

as an exhibit to the Schedule TO, subject to customary prior review and consent

by J.P. Morgan. The Company further represents that it has amended the Rights

Agreement, dated as of August 7, 1998, by and between the Company and Fleet

National Bank, as Rights Agent (as amended, the "Rights Agreement"), to provide

that (a) none of a "Triggering Event," a "Distribution Date" or a "Stock

Acquisition Date" (in each case as defined in the Rights Agreement) will occur,

and none of Parent, Purchaser or any of their "Affiliates" or "Associates" will

be deemed to be an "Acquiring Person" (in each case as defined in the Rights

Agreement), by reason of the execution and delivery of this Agreement or the

consummation of the transactions contemplated hereby (including the Offer and

the Merger) and (b) the Rights will expire immediately prior to the acceptance

for payment of Shares pursuant to the Offer. On



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<PAGE>   4

the date the Offer Documents are filed with the SEC, the Company shall file with

the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect

to the Offer, including an appropriate information statement ("Information

Statement") under Rule 14f-1 (such Schedule 14D-9 and Information Statement, as

amended from time to time, the "Schedule 14D-9") and shall mail the Schedule

14D-9 to the holders of Shares. The Schedule 14D-9 shall contain the

recommendation described above, unless such recommendation has been withdrawn or

modified in accordance with Section 6.02(b). Each of Parent, Purchaser and their

counsel shall be given a reasonable opportunity to review the Schedule 14D-9

prior to its being filed with the SEC. Each of Parent, Purchaser and the Company

shall promptly correct any information provided by it for use in the Schedule

14D-9 if and to the extent that such information shall have become false or

misleading in any material respect, and the Company shall take all steps

necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule

14D-9 as so amended or supplemented to be filed with the SEC and to be

disseminated to the Company's stockholders, in each case as and to the extent

required by applicable federal securities laws. The Company shall provide Parent

and its counsel in writing with any comments the Company or its counsel may

receive from the SEC or its staff with respect to the Schedule 14D-9 promptly

after the receipt of such comments. In connection with the Offer, provided that

this Agreement shall not have been terminated in accordance with Article VIII

hereof, the Company will, or will cause its transfer agent to, promptly furnish

Purchaser with mailing labels, security position listings and any available

listing or computer file containing the names and addresses of the record

holders of the Shares as of the most recent date practicable and of those

persons becoming record holders subsequent to such date, and shall furnish

Purchaser with such information and assistance as Purchaser or its agents may

reasonably request in communicating the Offer to the stockholders of the

Company. Subject to the requirements of law, and except for such steps as are

necessary to disseminate the Offer Documents, Parent and Purchaser shall hold in

confidence the information contained in any of such labels and lists and the

additional information referred to in the preceding sentence, will use such

information only in connection with the Offer and, if this Agreement is

terminated, will upon request deliver to the Company all copies of such

information then in its possession.



                  SECTION 1.03 Board of Directors and Committees; Section 14(f).



                  (a) Subject to the requirements of applicable law, promptly

upon the purchase by Purchaser of Shares pursuant to and subject to the

conditions of the Offer and from time to time thereafter, Purchaser shall be

entitled to designate up to such number of directors, rounded up to the next

whole number, on the Board of Directors of the Company (the "Board") as will

give Purchaser representation on the Board equal to the product of the number of

directors on the Board, after giving effect to such representation, and the

percentage that such number of Shares so purchased (or subsequently acquired by

Purchaser or any of its affiliates in accordance with the last sentence of

Section 6.08) bears to the total number of issued and outstanding Shares, and

promptly upon request by Purchaser, the Company shall either increase the size

of the Board or secure the resignation of such number of directors as is

necessary to enable Purchaser's designees to be elected to the Board and shall

cause Purchaser's designees to be so elected. At such times the Company will use

its reasonable efforts to cause individuals designated by Purchaser to

constitute the same percentage as is on the Board of (i) each committee of the

Board (other than any committee of the Board established to take action under



                                      -4-

<PAGE>   5

this Agreement), (ii) each board of directors of each subsidiary of the Company

designated by Purchaser and (iii) each committee of each such board.

Notwithstanding the foregoing, until the time Purchaser purchases Shares

representing a majority of the Company's outstanding voting power on a fully

diluted basis, the Company shall use its reasonable efforts to ensure that all

of the members of the Board and such boards and committees as of the date hereof

who are not employees of the Company and who are not otherwise affiliated with

Purchaser shall remain members of the Board and such boards and committees until

the Effective Time (as defined in Section 2.02).



                  (b) The Company's obligations to appoint designees to the

Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1

promulgated thereunder. The Company shall promptly take all actions requested by

Parent, necessary to effect any such election, including all actions required

under Section 14(f) and Rule 14f-1 promulgated thereunder in order to fulfill

its obligations under this Section 1.03. Parent or Purchaser will supply to the

Company in writing and be solely responsible for any information with respect to

any of them and their nominees, officers, directors and affiliates required by

Section 14(f) and Rule 14f-1 promulgated thereunder to be included in the

Information Statement.



                  (c) Following the election or appointment of Purchaser's

designees pursuant to this Section 1.03 and prior to the Effective Time, any

amendment of this Agreement or any provisions of the Restated Certificate of

Incorporation or By-Laws of the Company which directly or indirectly affects the

consummation of the Merger or the terms or the timing thereof, any extension by

the Company of the time for the performance of any of the obligations or other

acts of Parent or Purchaser or waiver of any of the Company's rights hereunder,

will require the concurrence of a majority of the directors of the Company then

in office who are not designated by Purchaser or otherwise affiliated with

Purchaser (the "Independent Directors").



                  SECTION 1.04 Stockholder Agreement. Concurrently with the

execution hereof, each of 399 Venture Partners, Inc., Richard M. Klein and John

H. Schroeder (the "Principal Stockholders") shall execute a Stockholder

Agreement (the "Stockholder Agreement") with Parent and Purchaser, in the form

attached hereto as Annex C with respect to all of the Shares beneficially owned

(or hereafter acquired) by such Principal Stockholders.



                                   ARTICLE II

                                   THE MERGER



                  SECTION 2.01 The Merger. Upon the terms and subject to the

conditions hereof, and in accordance with the General Corporation Law of the

State of Delaware (the "DGCL"), Purchaser shall be merged with and into the

Company as soon as practicable following the satisfaction or waiver, if

permissible, of the conditions set forth in Article VII hereof. Following the

Merger the Company shall continue as the surviving corporation (the "Surviving

Corporation") and shall continue to be governed by the laws of Delaware, and the

separate corporate existence of Purchaser shall cease.



                  SECTION 2.02 Effective Time. The Merger shall be consummated,

as and when provided in Section 2.12 hereof, by filing with the Secretary of

State of the State of



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<PAGE>   6

Delaware a certificate of merger or other appropriate documents in such form as

is required by, and executed in accordance with, the relevant provisions of the

DGCL (the time of such filing or such later time as may be specified therein

being the "Effective Time").



                  SECTION 2.03 Effects of the Merger. The Merger shall have the

effects set forth in Section 259 of the DGCL. From and after the Effective Time,

the Company shall be a wholly owned subsidiary of Parent.



                  SECTION 2.04 Certificate of Incorporation and By-Laws. The

Restated Certificate of Incorporation and the By-Laws of the Company shall be

the Certificate of Incorporation and By-Laws of the Surviving Corporation until

thereafter changed or amended as provided therein or by law.



                  SECTION 2.05 Directors. The directors of Purchaser immediately

prior to the Effective Time shall constitute the initial Board of Directors of

the Surviving Corporation from and after the Effective Time until their

respective successors are duly elected and qualified or until their earlier

resignation or removal in accordance with the Surviving Corporation's

Certificate of Incorporation or By-Laws and in accordance with applicable law,

as the case may be.



                  SECTION 2.06 Officers. The officers of the Company immediately

prior to the Effective Time shall be the initial officers of the Surviving

Corporation from and after the Effective Time until their respective successors

are duly elected and qualified or until their earlier resignation or removal in

accordance with the Surviving Corporation's Certificate of Incorporation or

By-Laws and in accordance with applicable law, as the case may be.



                  SECTION 2.07 Conversion of Shares. At the Effective Time, each

Share issued and outstanding immediately prior to the Effective Time (other than

(i) Shares held by Parent, the Company or Purchaser, which shall be canceled,

(ii) Dissenting Shares (as hereinafter defined) and (iii) as set forth in the

immediately following sentence) shall, by virtue of the Merger and without any

action on the part of the holder thereof, be converted into the right to

receive, and each certificate which immediately prior to the Effective Time

represented such Shares shall evidence solely the right to receive, the

Transaction Consideration in respect of such Shares in cash, payable to the

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