APPENDIX A
 
                          DENTSPLY INTERNATIONAL INC.
                             2002 STOCK OPTION PLAN
 
SECTION 1  PURPOSE
 
     The purpose of the DENTSPLY International Inc. 2002 Stock Option Plan (the
"Plan") is to benefit DENTSPLY International Inc. ("DENTSPLY") and its
"Subsidiaries," as defined below (hereinafter referred to, either individually
or collectively, as the "Company") by recognizing the contributions made to the
Company by officers and other key employees, consultants and advisers, to
provide such persons with an additional incentive to devote themselves to the
future success of the Company, and to improve the ability of the Company to
attract, retain and motivate such persons. The Plan is also intended as an
additional incentive to members of the Board of Directors of DENTSPLY (the
"Board") who are not employees of the Company ("Outside Directors") to serve on
the Board and to devote themselves to the future success of the Company.
"Subsidiaries," as used in the Plan, has the definition set forth in Section 424
(f) of the Internal Revenue Code of 1986, as amended (the "Code").
 
     Stock options which constitute "incentive stock options" within the meaning
of Section 422 of the Code ("ISOs"), or stock options which do not constitute
ISOs ("NSOs") may be granted under the Plan. ISOs and NSOs are collectively
referred to as "Options." The persons to whom Options are granted under the
Plan, unless otherwise identified, are hereinafter referred to as "Optionees."
 
SECTION 2  ELIGIBILITY
 
     Outside Directors shall participate in the Plan only in accordance with the
provisions of Section 5. The Committee (as defined in Section 3) shall
initially, and from time to time thereafter, select those officers and other key
employees of the Company, including members of the Board who are also employees
("Employee Directors") and consultants and advisers to the Company, to
participate in the Plan on the basis of the importance of their services in the
management, development and operations of the Company. Officers, other key
employees and Employee Directors are collectively referred to as "Key
Employees."
 
SECTION 3  ADMINISTRATION
 
3.1 The Committee
 
     The Plan shall be administered by the Stock Option Subcommittee (the
"Committee") of the Human Resources Committee of the Board. The Committee shall
be comprised of two (2) or more members of the Board. All members of the
Committee shall qualify as "Non-Employee Directors" as defined in Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any
successor rule or regulation, and "outside directors" as defined in Section
162(m) or any successor provision of the Code and applicable Treasury
regulations thereunder, if such qualification is deemed necessary in order for
the grant or the exercise of Options under the Plan to qualify for any tax or
other material benefit to Optionees or the Company under applicable law.
 
3.2 Authority of the Committee
 
     Subject to the express provisions of the Plan, the Committee shall have
sole discretion concerning all matters relating to the Plan and Options granted
hereunder. The Committee, in its sole discretion, shall determine the Key
Employees, consultants and advisers to whom, and the time or times at which,
Options will be granted, the number of shares to be subject to each Option, the
expiration date of each Option, the time or times within which the Option may be
exercised, the cancellation or termination of the Option and the other terms and
conditions of the grant of the Option. The terms and conditions of the Options
need not be the same with respect to each Optionee or with respect to each
Option.
 
     The Committee may, subject to the provisions of the Plan, establish such
rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and may make determinations and may take such other
actions in connection with or in relation to the Plan as it deems necessary or
advisable. Each determination or other action made or taken pursuant to the
Plan, including interpretation of the Plan and the specific terms and
 
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conditions of the Options granted hereunder by the Committee, shall be final,
binding and conclusive for all purposes and upon all persons.
 
3.3 Option Agreement
 
     Each Option shall be evidenced by a written agreement or grant certificate
specifying the type of Option granted, the Option exercise price, the terms for
payment of the exercise price, the expiration date of the Option, the number of
shares of Common Stock to be subject to such Option and such other terms and
conditions established by the Committee, in its sole discretion, which are not
inconsistent with the Plan.
 
SECTION 4  SHARES OF COMMON STOCK SUBJECT TO THE PLAN
 
4.1 Subject to adjustment as provided in Sections 4.1 and 4.2, Options with
respect to an aggregate of seven million (7,000,0000) shares of common stock,
par value $.01 per share of DENTSPLY (the "Common Stock") (plus any shares of
Common Stock covered by any unexercised portion of canceled or terminated stock
options granted under the DENTSPLY International Inc. 1993 Stock Option Plan or
1998 Stock Option Plan), may be granted under the Plan (the "Maximum Number").
The Maximum Number shall be increased on January 1 of each calendar year during
the term of the Plan (as set forth in Section 13) to equal seven percent (7%) of
the outstanding shares of Common Stock on such date, in the event that seven
million (7,000,000) shares is less than seven percent (7%) of the outstanding
shares of Common Stock on such date, prior to such increase. Notwithstanding the
foregoing, and subject to adjustment as provided in Section 4.2, (i) Options
with respect to no more than one million (1,000,000) shares of Common Stock may
be granted as ISOs under the Plan, and (ii) no person shall be granted Options
with respect to more than five hundred thousand (500,000) shares of Common Stock
in any calendar year. The number of shares of Common Stock delivered by any
Optionee or withheld by the Company on behalf of any Optionee pursuant to
Section 8.2 or 8.3 shall once again be available for issuance pursuant to the
grant of Options under the Plan. Any shares of Common Stock reserved for
issuance upon exercise of Options which expire, terminate or are canceled, shall
once again be available for issuance pursuant to the grant of Options under the
Plan.
 
4.2 The number of shares of Common Stock subject to the Plan and to Options
granted under the Plan shall be adjusted as follows: (a) in the event that the
number of outstanding shares of Common Stock is changed by any stock dividend,
stock split or combination of shares, the number of shares subject to the Plan
and to Options previously granted thereunder shall be proportionately adjusted,
(b) in the event of any merger, consolidation or reorganization of the Company
with any other corporation or corporations, there shall be substituted on an
equitable basis as determined by the Board of Directors, in its sole discretion,
for each share of Common Stock then subject to the Plan and for each share of
Common Stock then subject to an Option granted under the Plan, the number and
kind of shares of stock, other securities, cash or other property to which the
holders of Common Stock of the Company are entitled pursuant to the transaction,
and (c) in the event of any other changes in the capitalization of the Company,
the Committee, in its sole discretion, shall provide for an equitable adjustment
in the number of shares of Common Stock then subject to the Plan and to each
share of Common Stock then subject to an Option granted under the Plan. In the
event of any such adjustment, the exercise price per share shall be
proportionately adjusted.
 
SECTION 5  GRANT OF OPTIONS TO OUTSIDE DIRECTORS
 
5.1 Grants
 
     All grants of Options to Outside Directors shall be automatic and
non-discretionary. Each individual who becomes an Outside Director (other than
an Outside Director who was previously an Employee Director) shall be granted a
NSO to purchase nine thousand (9,000) shares of Common Stock on the date he or
she becomes an Outside Director. Each individual who is an Employee Director and
who thereafter becomes an Outside Director shall be granted automatically a NSO
to purchase nine thousand (9,000) shares of Common Stock on the third
anniversary of the date such Employee Director was last granted an Option.
Thereafter, each Outside Director who holds NSOs granted under this Section 5
and is re-elected to the Board shall be granted an additional NSO to
 
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purchase nine thousand (9,000) shares of Common Stock on the third anniversary
of the date such Outside Director was last granted an Option.
 
5.2 Expiration
 
     Except to the extent otherwise provided in or pursuant to Section 7, each
Option shall expire, and all rights to purchase shares of Common Stock shall
expire, on the tenth anniversary of the date on which the Option was granted.
 
5.3 Exercise Price
 
     The exercise price of each NSO granted to an Outside Director shall be the
"Fair Market Value," on the date on which the Option is granted, of the Common
Stock subject to the Option. For purposes of the Plan, "Fair Market Value" shall
mean the closing sales price of the Common Stock on The NASDAQ National Market,
or other national securities exchange which is the principal securities market
on which the Common Stock is traded (as reported in The Wall Street Journal,
Eastern Edition).
 
5.4 Vesting
 
     Each such NSO shall become exercisable ("vest") with respect to one-third
of the total number of shares of Common Stock subject to the Option on the first
anniversary following the date of its grant, and with respect to an additional
one-third of the total number of shares of Common Stock subject to the Option,
on each anniversary thereafter during the succeeding two years.
 
SECTION 6  GRANTS OF OPTIONS TO EMPLOYEES, CONSULTANTS AND ADVISERS
 
6.1 Grants
 
     Subject to the terms of the Plan, the Committee may from time to time grant
Options, which are ISOs to Key Employees and options which are NSOs to Key
Employees, consultants and advisers of the Company. Each such grant shall
specify whether the Options so granted are ISOs or NSOs, provided, however, that
if, notwithstanding its designation as an ISO, all or any portion of an Option
does not qualify under the Code as an ISO, the portion which does not so qualify
shall be treated for all purposes as a NSO.
 
6.2 Expiration
 
     Except to the extent otherwise provided in or pursuant to Section 7, each
Option shall expire, and all rights to purchase shares of Common Stock shall
expire, on the tenth anniversary of the date on which the Option was granted.
 
6.3 Vesting
 
     Except to the extent otherwise provided in or pursuant to Section 7, or in
the proviso to this sentence, Options shall vest pursuant to the following
schedule: with respect to one-third of the total number of shares of Common
Stock subject to Option on the first anniversary following the date of its
grant, and with respect to an additional one-third of the total number of shares
of Common Stock subject to the Option, on each anniversary thereafter during the
succeeding two years; provided, however, that the Committee, in its sole
discretion, shall have the authority to shorten or lengthen the vesting schedule
with respect to any or all Options, or any part thereof, granted to Key
Employees, consultants and advisers under the Plan.
 
6.4 Required Terms and Conditions of ISOs
 
     ISOs may be granted to Key Employees. Each ISO granted to a Key Employee
shall be in such form and subject to such restrictions and other terms and
conditions as the Committee may determine, in its sole discretion,
 
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at the time of grant, subject to the general provisions of the Plan, the
applicable Option agreement or grant certificate, and the following specific
rules:
 
          (a) Except as provided in Section 6.5(c), the exercise price per share
     of each ISO shall be the Fair Market Value of a share of Common Stock on
     the date such ISO is granted.
 
          (b) The aggregate Fair Market Value (determined with respect to each
     ISO at the time such Option is granted) of the shares of Common Stock with
     respect to which ISOs are exercisable for the first time by an Optionee
     during any calendar year (under all incentive stock option plans of the
     Company) shall not exceed $100,000.
 
          (c) Notwithstanding anything herein to the contrary, if an ISO is
     granted to an individual who owns stock possessing more than ten percent
     (10%) of the total combined voting power of all classes of stock of the
     Company, (i) the exercise price of each ISO shall be not less than one
     hundred ten percent (110%) of the Fair Market Value of a share of Common
     Stock on the date the ISO is granted, and (ii) the ISO shall expire and all
     rights to purchase shares thereunder shall cease no later than the fifth
     anniversary of the date the ISO was granted.
 
6.5 Required Terms and Conditions of NSOs
 
     Each NSO granted to Key Employees, consultants and advisers shall be in
such form and subject to such restrictions and other terms and conditions as the
Committee may determine, in its sole discretion, at the time of grant, subject
to the general provisions of the Plan, the applicable Option agreement or grant
certificate, and the following specific rule: the exercise price per share of
each NSO shall be not less than the Fair Market Value of a share of Common Stock
on the date the NSO is granted.
 
SECTION 7  EFFECT OF TERMINATION OF EMPLOYMENT
 
7.1 Termination Generally
 
     Except as provided in Section 7.2, 7.3 or 11, or as determined by the
Committee, in its sole discretion, all rights to exercise the vested portion of
any Option held by an Optionee whose employment or relationship (if a
non-employee) with the Company or service on the Board is terminated for any
reason other than "Cause," as defined below, shall terminate ninety (90) days
following the date of termination of employment or the relationship or service
on the Board, as the case may be. The transfer of employment from the Company to
a Subsidiary, or from a Subsidiary to the Company, or from a Subsidiary to
another Subsidiary, shall not constitute a termination of employment for
purposes of the Plan. Options granted under the Plan shall not be affected by
any change of duties in connection with the employment of the Key Employee or by
a leave of absence authorized by the Company. All rights to exercise the vested
portion of any Option held by an Optionee whose employment or relationship (if a
non-employee) with the Company is terminated for "Cause" shall terminate on the
date of termination of employment or the relationship. For the purposes hereof,
"Cause" shall mean a finding by the Committee that the Optionee has engaged in
conduct that is fraudulent, disloyal, criminal or injurious to the Company,
including, without limitation, acts of dishonesty, embezzlement, theft,
felonious conduct or unauthorized disclosure of trade secrets or confidential
information of the Company. Unless otherwise provided in the Plan or determined
by the Committee, vesting of Options ceases immediately upon termination of
employment, or the date of termination of the relationship with the Company, and
any portion of an Option that has not vested on or before the date of such
termination is forfeited on such date.
 
7.2 Death and Disability
 
     In the event of the death or Disability (as defined below) of an Optionee
during employment or such Optionee's relationship with the Company or service on
the Board, all Options held by such Optionee shall become fully exercisable on
such date of death or Disability. Each of the Options held by such Optionee
shall expire on the earlier of (a) the first anniversary of the date of death or
Disability and (b) the date that such Option expires in accordance with its
terms. For purposes of this Section 7.2, "Disability" shall mean the inability
of an individual to engage in any substantial gainful activity by reason of any
medically determinable physical or
 
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mental impairment which is expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than twelve (12)
months. The Committee, in its sole discretion, shall determine the existence and
date of any Disability.
 
7.3 Retirement
 
     (a) Key Employees. In the event the employment of a Key Employee with the
         Company shall be terminated by reason of "Normal Retirement" or "Early
         Retirement," as defined below, all Options held by such Key Employee
         shall become fully exercisable on the date of such Employee retirement.
         Each of the Options held by such a Key Employee shall expire on the
         earlier of (i) the fifth anniversary of the date of the Employee
         retirement, or (ii) the date that such Option expires in accordance
         with its terms. For the purposes hereof, "Normal Retirement" shall mean
         retirement of a Key Employee at or after age 65 and "Early Retirement"
         shall mean retirement of a Key Employee at or after age 60 with a
         minimum of 15 years of service with the Company. In the event the
         employment of a Key Employee with the Company shall be terminated by
         reason of a retirement that is not an Normal Retirement or Early
         Retirement, the Committee may, in its sole discretion, determine the
         vesting, exercisability and exercise periods applicable to Options held
         by such Key Employee.
 
     (b) Outside Directors. In the event the service on the Board of an Outside
         Director shall be terminated by reason of the retirement of such
         Outside Director in accordance with the Company's retirement policy for
         members of the Board ("Outside Director Retirement"), all Options held
         by such Outside Director shall become fully exercisable on the date of
         such Outside Director Retirement. Each of the Options held by such an
         Outside Director shall expire on the earlier of (i) the date that such
         Option expires in accordance with its terms or (ii) the five year
         anniversary date of such Outside Director Retirement.
 
     (c) Key Employees Who Are Employee Directors. Section 7.3(a) shall be
         applicable to Options held by any Key Employee who is an Employee
         Director at the time that such Key Employee's employment with the
         Company terminates by reason of Employee Retirement. If such Key
         Employee continues to serve on the Board as of the date of such Key
         Employee's Employee Retirement, then Section 7.3(b) shall be applicable
         to Options granted after such date.
 
SECTION 8  EXERCISE OF OPTIONS
 
8.1 Notices
 
     A person entitled to exercise an Option may do so by delivery of a written
notice to that effect, in a form specified by the Committee, specifying the
number of shares of Common Stock with respect to which the Option is being
exercised and any other information or documents the Committee may prescribe.
The notice shall be accompanied by payment as described in Section 8.2. All
notices, documents or requests provided for herein shall be delivered to the
Secretary of the Company.
 
8.2 Exercise Price
 
     Except as otherwise provided in the Plan or in any Option agreement or
grant certificate, the Optionee shall pay the exercise price of the number of
shares of Common Stock with respect to which the Option is being exercised upon
the date of exercise of such Option (a) in cash, (b) pursuant to a cashless
exercise arrangement with a broker on such terms as the Committee may determine,
(c) by delivering shares of Common Stock held by the Optionee for at least six
(6) months and having an aggregate Fair Market Value on the date of exercise
equal to the Option exercise price, (d) in the case of a Key Employee, by such
other medium of payment as the Committee, in its sole discretion, shall
authorize, or (e) by any combination of (a), (b), (c), and (d). The Company
shall issue, in the name of the Optionee, stock certificates representing the
total number of shares of Common Stock issuable pursuant to the exercise of any
Option as soon as reasonably practicable after such exercise, provided that any
shares of Common Stock purchased by an Optionee through a broker pursuant to
clause (b) above shall be delivered to such broker in accordance with applicable
law.
 
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8.3 Taxes Generally
 
     At the time of the exercise of any Option, as a condition of the exercise
of such Option, the Company may withhold or require the Optionee to pay the
Company an amount equal to the amount of the tax the Company may be required to
withhold to obtain a deduction or otherwise to comply with applicable law.
 
8.4 Payment of Taxes
 
     The Optionee, with the approval of the Committee, may satisfy the
obligation set forth in Section 8.3, in whole or in part, on the date of
exercise by (a) directing the Company to withhold such number of shares of
Common Stock otherwise issuable upon exercise of such Option having an aggregate
Fair Market Value on the date of exercise equal to the amount of tax required to
be withheld, or (b) delivering shares of Common Stock of the Company having an
aggregate Fair Market Value equal to the amount required to be withheld. The
Committee may, in its sole discretion, require payment by the Optionee in cash
of any such withholding obligation and may disapprove any election or delivery
or may suspend or terminate the right to make elections or deliveries under this
Section 8.4.
 
SECTION 9  TRANSFERABILITY OF OPTIONS
 
     Unless otherwise determined by the Committee, no Option granted pursuant to
the Plan shall be transferable otherwise than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code.
 
SECTION 10  RIGHTS AS STOCKHOLDER
 
     An Optionee (or a transferee of an Optionee pursuant to Section 9) shall
have no rights as a stockholder with respect to any Common Stock covered by an
Option or receivable upon the exercise of an Option until the Optionee or
transferee shall have become the holder of record of such Common Stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such Common Stock for which the applicable
record date is prior to the date on which the Optionee shall have become the
holder of record of the shares of Common Stock purchased pursuant to exercise of
the Option.
 
SECTION 11  CHANGE IN CONTROL
 
11.1 Effect of Change in Control
 
     Notwithstanding any of the provisions of the Plan or any Option agreement
or grant certificate evidencing Options granted hereunder, immediately upon a
"Change in Control" (as defined in Section 11.2), all outstanding Options
granted to Key Employees or Outside Directors, whether or not otherwise
exercisable as of the date of such Change in Control, shall accelerate and
become fully exercisable and all restrictions thereon shall terminate in order
that such Optionees may fully realize the benefits thereunder. The Committee may
determine in its discretion (but shall not be obligated to do so) that any or
all holders of outstanding Options which are exercisable immediately prior to a
Change of Control (including those that become exercisable under this Section
11.1) will be required to surrender them in exchange for a payment, in cash or
Common Stock as determined by the Committee, equal to the value of such Options
(as determined by the Committee in its discretion), with such payment to take
place as of the date of the Change in Control or such other date as the
Committee may prescribe.
 
11.2 Definition of Change in Control
 
     The term "Change in Control" shall mean the occurrence, at any time during
the term of an Option granted under the Plan, of any of the following events:
 
     (a) The acquisition, other than from the Company, by any individual, entity
         or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
         Exchange Act) (a "Person") (other than the Company or any benefit plan
         sponsored by the Company) of beneficial ownership (within the meaning
         of Rule 13d-3 under the Exchange Act) of 30% or more of either (i) the
         then outstanding shares of the Common Stock (the "Outstanding Common
         Stock") or (ii) the combined voting power of the then outstanding
         voting
 
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         securities of the Company entitled to vote generally in the election of
         directors (the "Voting Securities"); or
 
     (b) Individuals who, as of the Effective Date, constitute the Board (the
         "Incumbent Board") cease for any reason to constitute at least
         one-third (1/3) of the Board (rounded down to the nearest whole
         number), provided that any individual whose election or nomination for
         election was approved by a vote of at least a majority of the directors
         then comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office is
         in connection with an actual or threatened election contest relating to
         the election of the Directors of the Company; or
 
     (c) Consummation by the Company of a reorganization, merger or
         consolidation (a "Business Combination"), in each case, with respect to
         which all or substantially all of the individuals and entities who were
         the respective beneficial owners of the Outstanding Common Stock and
         Voting Securities immediately prior to such Business Combination do
         not, following such Business Combination, beneficially own, directly or
         indirectly, more than 50% of, respectively, the then outstanding shares
         of common stock and the combined voting power of the then outstanding
         voting securities entitled to vote generally in the election of
         directors, as the case may be, of the corporation resulting from such
         Business Combination in substantially the same proportion as their
         ownership immediately prior to such Business Combination of the
         Outstanding Common Stock and Voting Securities, as the case may be; or
 
     (d) Consummation of a complete liquidation or dissolution of the Company,
         or sale or other disposition of all or substantially all of the assets
         of the Company other than to a corporation with respect to which,
         following such sale or disposition, more than 50% of, respectively, the
         then outstanding shares of common stock and the combined voting power
         of the then outstanding voting securities entitled to vote generally in
         the election of directors is then owned beneficially, directly or
         indirectly, by all or substantially all of the individuals and entities
         who were the beneficial owners, respectively, of the Outstanding Common
         Stock and Voting Securities immediately prior to such sale or
         disposition in substantially the same proportions as their ownership of
         the Outstanding Common Stock and Voting Securities, as the case may be,
         immediately prior to such sale or disposition.
 
SECTION 12  POSTPONEMENT OF EXERCISE
 
     The Committee may postpone any exercise of an Option for such time as the
Committee in its sole discretion may deem necessary in order to permit the
Company to comply with any applicable laws or rules, regulations or other
requirements of the Securities and Exchange Commission or any securities
exchange or quotation system upon which the Common Stock is then listed or
quoted. Any such postponement shall not extend the term of an Option and neither
the Company nor its directors, officers, employees or agents shall have any
obligation or liability to an Optionee, or to his or her successor or to any
other person.
 
SECTION 13  TERMINATION, AMENDMENT AND TERM OF PLAN
 
13.1 The Board or the Committee may terminate, suspend, or amend the Plan, in
whole or in part, from time to time, without the approval of the stockholders of
the Company provided, however, that no Plan amendment shall be effective until
approved by the stockholders of the Company if the effect of the amendment is to
lower the exercise price of previously granted stock options or if such
stockholder approval is required in order for the Plan to continue to satisfy
the requirements of Rule 16b-3 under the 1934 Act or applicable tax or other
laws.
 
13.2 The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Option granted hereunder in the manner
and to the extent it shall deem desirable, in its sole discretion, to effectuate
the Plan. No amendment or termination of the Plan shall adversely affect any
Option theretofore granted without the consent of the Optionee, except that the
Committee may amend the Plan in a manner that does affect Options theretofore
granted upon a finding by the Committee that such amendment is in the best
interests of holders of outstanding Options affected thereby.
 
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13.3 The Plan has been adopted and authorized by the Board of Directors for
submission to the stockholders of the Company for their approval. If the Plan is
approved by the stockholders of the Company, it shall be deemed to have become
effective as of March 22, 2002. Unless earlier terminated in accordance
herewith, the Plan shall terminate on March 22, 2012. Termination of the Plan
shall not affect Options previously granted under the Plan.
 
SECTION 14  GOVERNING LAW
 
     The Plan shall be governed and interpreted in accordance with the laws of
the State of Delaware, without regard to any conflict of law provisions which
would result in the application of the laws of any other jurisdiction.
 
SECTION 15  NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT
 
     No person shall have any claim of right to be granted an Option under the
Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any employee of the Company any right to be retained in the employ of the
Company or as giving any member of the Board any right to continue to serve in
such capacity.
 
SECTION 16  AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES
 
     Income recognized by an Optionee pursuant to the provisions of the Plan
shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) or group insurance or other benefit
plans applicable to the Optionee which are maintained by the Company, except as
may be provided under the terms of such plans or determined by resolution of the
Committee.
 
SECTION 17  NO STRICT CONSTRUCTION
 
     No rule of strict construction shall be implied against the Company, the
Committee, or any other person in the interpretation of any of the terms of the
Plan, any Option granted under the Plan or any rule or procedure established by
the Board.
 
SECTION 18  CAPTIONS
 
     All Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize or
affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions have been used in the Plan.
 
SECTION 19  SEVERABILITY
 
     Whenever possible, each provision in the Plan and every Option at any time
granted under the Plan shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Option
at any time granted under the Plan shall be held to be prohibited by or invalid
under applicable law, then such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent
permitted by law, and all other provisions of the Plan and every other Option at
any time granted under the Plan shall remain in full force and effect.
 
SECTION 20  MODIFICATION FOR GRANTS OUTSIDE THE U.S.
 
     The Board may, without amending the Plan, determine the terms and
conditions applicable to grants of Options to participants who are foreign
nationals or employed outside the United States in a manner otherwise
inconsistent with the Plan if the Board deems such terms and conditions
necessary in order to recognize differences in local law or regulations, tax
policies or customs.
 
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