DENTSPLY INTERNATIONAL INC.

                    AUDIT & INFORMATION TECHNOLOGY COMMITTEE

                                    CHARTER

 

I. PURPOSE

 

The primary function of the Audit & Information Technology Committee

("Committee") is to assist the Board of Directors ("Board") in fulfilling its

oversight responsibilities related to corporate accounting, financial reporting

practices, quality and integrity of financial reports as well as legal

compliance, business ethics and review of information technology matters. It

shall be the policy of the Committee to maintain free and open communication

between the Board, the independent registered public accounting firm, the

internal auditors and the management of the company.

 

II. ORGANIZATION

 

1.MEMBERS -- The Committee shall be composed of directors who are independent,

  as defined by the Securities and Exchange Commission and NASDAQ, of the

  management of the Company and are free of any relationship that, in the

  opinion of the Board, would interfere with their exercise of independent

  judgement as a committee member. Committee members shall be nominated by the

  Board, and the Committee shall be composed of not less than three independent

  Directors who meet the NASDAQ requirements regarding financial knowledge,

  experience and expertise.

 

2.MEETINGS -- The Committee will meet on a regular basis and special meetings

  will be called as circumstances require. The Committee will meet privately

  from time to time with representatives of the Company's independent registered

  public accounting firm, the internal auditor and management. Written minutes

  will be kept for all meetings.

 

3.FUNDING -- The Committee shall receive sufficient funding to carry out its

  functions, including the hiring of outside advisors as deemed appropriate by

  the Committee.

 

III. FUNCTIONS

 

1.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- The Committee shall have

  responsibility for the appointment, compensation, retention and oversight of

  the independent registered public accounting firm. These responsibilities

  shall include, but not be limited to, the following: (a) Advise the Board

  annually of the firm retained by the Committee to be the Company's independent

  registered public accounting firm; (b) Instruct the independent registered

  public accounting firm that they are ultimately responsible to the Board and

  the Committee; (c) Receive from the independent registered public accounting

  firm a formal written statement delineating all relationships between the

  independent registered public accounting firm and the Company, confirming

  their objectivity and independence, including in regard to scope of services;

  and (d) Receive direct reports from the independent registered public

  accounting firm regarding their audit activities and findings.

 

2.AUDIT PLANS & RESULTS -- Review and approve the plans, scope, fees and results

  for the annual audit and the internal audits with the independent registered

  public accounting firm and the internal auditors. Inquire of management and

  the independent registered public accounting firm if any significant financial

  reporting issues arose during the current audit and, if so, how they were

  resolved. Discuss and resolve any significant issues raised by the independent

  registered public accounting firm in their Letter of Recommendations to

  Management regarding internal control weaknesses and process improvements.

  Review the extent of all services and fees to be performed for the Company by

  its independent registered public accounting firm and approve all engagements

  of the independent registered public accounting firm for services, including

  specifically all non-audit related services. The approval of non-audit

  services may be provided by the Chair of the Committee, provided that such

  approval shall be reviewed at the next immediate meeting of the Committee and

  subject to ratification by the Committee.

 

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3.ACCOUNTING PRINCIPLES AND DISCLOSURES -- Review significant developments in

  accounting rules and recommended changes in the Company's methods of

  accounting or financial statements. The Committee also shall review with the

  independent registered public accounting firm the quality and acceptability of

  the application of the Company's accounting principles to the Company's

  financial reporting, including any significant proposed changes in accounting

  principles and financial statements.

 

4.INTERNAL ACCOUNTING CONTROLS -- Consult with the independent registered public

  accounting firm regarding the adequacy of internal accounting controls.

  Inquire as to the adequacy of the Company's accounting, financial, and

  auditing personnel resources. As appropriate, consultation with the

  independent registered public accounting firm regarding internal controls

  should be conducted out of management's presence.

 

5.INTERNAL CONTROL SYSTEMS -- Review with management and internal auditors the

  Company's internal control systems intended to ensure the reliability of

  financial reporting and compliance with applicable codes of conduct, laws, and

  regulations. Reports on internal audit projects with management responses

  shall be available for Committee review. Special presentations may be

  requested of Company personnel responsible for such areas as legal, human

  resources, information technology, environmental, risk management, tax

  compliance and others as considered appropriate.

 

6.INFORMATION TECHNOLOGY -- Review information technology plans with respect to

  corporate goals, industry trends, and competitive advantages. Review and

  assess the security of computer systems and applications and contingency plans

  for computer system breakdowns, particularly with respect to the processing of

  financial information.

 

7.COMPLAINT HANDLING -- Review and approve the procedures established for the

  receipt, retention and treatment of complaints received by the Company

  regarding accounting, internal controls or auditing matters.

 

8.OUTSIDE ADVISORS -- The Committee shall directly engage independent advisors

  when deemed appropriate by the Committee.

 

In carrying out its responsibilities, the Committee shall remain flexible in its

policies and procedures in order that it can best react to changing conditions

and environment and to assure to the directors and shareholders that the

corporate accounting and reporting practices of the Company are in accordance

with all requirements and are of the highest quality.