<PAGE>

                                                                    EXHIBIT 10.1












                         SYBRON DENTAL SPECIALTIES, INC.
                          2000 LONG-TERM INCENTIVE PLAN
           (AS AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 8, 2002)



<PAGE>



                         SYBRON DENTAL SPECIALTIES, INC.
                          2000 LONG-TERM INCENTIVE PLAN

                                TABLE OF CONTENTS

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                                                                                                              PAGE
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<S>                                                                                                          <C>
ARTICLE 1          ESTABLISHMENT, PURPOSE AND DURATION....................................................     B-1
                   1.1      Establishment of the Plan and Effective Date..................................     B-1
                   1.2      Purpose of the Plan...........................................................     B-1
                   1.3      Duration of the Plan..........................................................     B-1

ARTICLE 2          DEFINITIONS............................................................................     B-1

ARTICLE 3          ADMINISTRATION.........................................................................     B-3
                   3.1      The Committee.................................................................     B-3
                   3.2      Authority of the Committee....................................................     B-3
                   3.3      Decisions Binding.............................................................     B-4

ARTICLE 4          SHARES SUBJECT TO THE PLAN.............................................................     B-4
                   4.1      Number of Shares..............................................................     B-4
                   4.2      Lapsed Awards.................................................................     B-4
                   4.3      Adjustments in Authorized Shares..............................................     B-4

ARTICLE 5          ELIGIBILITY AND PARTICIPATION..........................................................     B-4
                   5.1      Eligibility...................................................................     B-4
                   5.2      Actual Participation..........................................................     B-4

ARTICLE 6          STOCK OPTIONS..........................................................................     B-4
                   6.1      Grant of Options..............................................................     B-4
                   6.2      Award Agreement...............................................................     B-4
                   6.3      Option Price..................................................................     B-5
                   6.4      Duration of Options...........................................................     B-5
                   6.5      Exercise of Options...........................................................     B-5
                   6.6      Payment.......................................................................     B-5
                   6.7      Restrictions on Share Transferability.........................................     B-5
                   6.8      Termination of Employment.....................................................     B-5
                   6.9      Termination for Cause.........................................................     B-5
                   6.10     Nontransferability of Options.................................................     B-6
                   6.11     Options Issued in Exchange....................................................     B-6

ARTICLE 7          CHANGE IN CONTROL......................................................................     B-6

ARTICLE 8          AMENDMENT, MODIFICATION, AND TERMINATION...............................................     B-6
                   8.1      Amendment, Modification and Termination.......................................     B-6
                   8.2      Awards Previously Granted.....................................................     B-6

ARTICLE 9          WITHHOLDING............................................................................     B-6
                   9.1      Tax Withholding...............................................................     B-6
                   9.2      Share Withholding.............................................................     B-6
</TABLE>



                                      B-i

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<TABLE>
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<S>                                                                                                          <C>
ARTICLE 10         BENEFICIARY DESIGNATION................................................................     B-6

ARTICLE 11         MISCELLANEOUS..........................................................................     B-7
                   11.1     Employment....................................................................     B-7
                   11.2     Participation.................................................................     B-7
                   11.3     Indemnification...............................................................     B-7
                   11.4     Successors....................................................................     B-7
                   11.5     Gender and Number.............................................................     B-7
                   11.6     Severability..................................................................     B-7
                   11.7     Requirements of Law...........................................................     B-7
                   11.8     Securities Law Compliance.....................................................     B-7
                   11.9     Governing Law.................................................................     B-7
</TABLE>


                                      B-ii


<PAGE>




                         SYBRON DENTAL SPECIALTIES, INC.
                          2000 LONG-TERM INCENTIVE PLAN
           (AS AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 8, 2002)


                                    ARTICLE 1
                       ESTABLISHMENT, PURPOSE AND DURATION

         1.1 Establishment of the Plan and Effective Date. Sybron Dental
Specialties, Inc., a Delaware corporation (the "Company"), hereby establishes a
long-term incentive plan to be known as the "Sybron Dental Specialties, Inc.
2000 Long-Term Incentive Plan" (the "Plan"). The Plan permits the granting of
Incentive Stock Options and Nonqualified Stock Options to Employees of the
Company.

         The Plan shall be effective as of December 11, 2000 (the "Effective
Date").

         1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by linking the personal interests
of Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants upon
whose judgment, interest, and special effort the successful conduct of its
operation largely is dependent.

         1.3 Duration of the Plan. The Plan commenced on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 8 herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no event may an Award
be granted under the Plan on or after the tenth (10th) anniversary of the Plan's
Effective Date.

                                    ARTICLE 2
                                   DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

                  (a) "Award" means, individually or collectively, a grant under
         this Plan of Nonqualified Stock Options or Incentive Stock Options.

                  (b) "Award Agreement" means an agreement entered into by the
         Company and each Participant, as described in Section 6.2 herein.

                  (c) "Beneficial Owner" shall have the meaning ascribed to such
         term in Rule 13d-3 of the General Rules and Regulations under the
         Exchange Act.

                  (d) "Board" or "Board of Directors" means the Board of
         Directors of the Company.

                  (e) "Cause" means fraud, dishonesty, competition with the
         Company, unauthorized use of the Company's trade secrets or
         confidential information, or continued gross neglect by the Employee of
         the duties assigned to him or her by the Board or the Company (if such
         neglect continues for thirty (30) days after notice by the Board or the
         Company to the Employee specifying the duties being neglected by
         Employee).

                  (f) "Change in Control" of the Company shall be deemed to have
         occurred if:

                           (i) any Person (but excluding the Company or any of
                  its affiliates, a trustee or other fiduciary holding
                  securities under any employee benefit plan of the Company or
                  its affiliates, an


<PAGE>



                  underwriter temporarily holding securities pursuant to an
                  offering of securities or any company owned directly or
                  indirectly by the stockholders of the Company in substantially
                  the same proportion as their ownership of the Company) is or
                  becomes the Beneficial Owner, directly or indirectly (other
                  than where such acquisition occurs in connection with a merger
                  or consolidation where immediately thereafter the pre-merger
                  or pre-consolidation directors of the Company continue to
                  constitute at least a majority of the Board of Directors of
                  the surviving entity or any parent thereof), of securities of
                  the Company representing 25% or more of the combined voting
                  power of the Company's then outstanding securities, excluding
                  securities acquired directly from the Company or any of its
                  affiliates;

                           (ii) during any period of two consecutive years (not
                  including any period prior to the effective date of this
                  Plan), individuals who at the beginning of such period
                  constitute the Board and any new director, whose election to
                  the Board or nomination for election to the Board by the
                  Company's stockholders was approved by a vote of at least
                  two-thirds (2/3) of the directors then still in office who
                  either were directors at the beginning of the period or whose
                  election or nomination for election was previously so
                  approved, cease for any reason to constitute a majority of the
                  Board, provided that a director whose initial assumption of
                  office is in connection with an actual or threatened election
                  contest would not be deemed an approved director for purposes
                  of determining whether approved directors have ceased to
                  constitute a majority of the Board;

                           (iii) the stockholders of the Company approve a
                  merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation where
                  immediately thereafter the pre-merger or pre-consolidation
                  directors of the Company continue to constitute at least a
                  majority of the Board of Directors of the surviving entity or
                  any parent thereof, or other than a merger or consolidation
                  effected to implement a recapitalization of the Company (or
                  similar transaction) in which no Person (subject to the same
                  exclusions as set forth in subsection (i) above) is or becomes
                  the Beneficial Owner, directly or indirectly, of securities in
                  the Company (excluding securities acquired by such person
                  directly from the Company or any of its affiliates),
                  representing 25% or more of the combined voting power of the
                  Company's then outstanding securities; or

                           (iv) the stockholders of the Company approve a plan
                  of complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

                  (g) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (h) "Committee" means the committee, as specified in Article
         3, appointed by the Board to administer the Plan.

                  (i) "Company" means Sybron Dental Specialties, Inc., a
         Delaware corporation, and, with respect to Participants or Employees,
         any and all Subsidiaries, or any successor thereto as provided in
         Section 11.4 herein.

                  (j) "Director" means any individual who is a member of the
         Board of Directors of the Company.

                  (k) "Disability" means a permanent and total disability,
         within the meaning of Code Section 22(e)(3), as determined by the
         Committee in good faith, upon receipt of sufficient competent medical
         advice from one or more individuals, selected by the Committee, who are
         qualified to give professional medical advice.

                  (l) "Employee" means any full-time, nonunion employee of the
         Company. Directors who are not otherwise employed by the Company shall
         not be considered Employees under this Plan.

                  (m) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.


<PAGE>


                  (n) "Fair Market Value" means the average of the highest and
         lowest quoted selling prices for Shares on the relevant date, or (if
         there were no sales on such date) the weighted average of the means
         between the highest and lowest quoted selling prices on the nearest day
         before and the nearest day after the relevant date, as reported in The
         Wall Street Journal or a similar publication selected by the Committee.

                  (o) "Incentive Stock Option" or "ISO" means an option to
         purchase Shares, granted under Article 6 herein, which is designated as
         an Incentive Stock Option and is intended to meet the requirements of
         Section 422 of the Code.

                  (p) "Nonqualified Stock Option" or "NQSO" means an option to
         purchase Shares, granted under Article 6 herein, which is not intended
         to be an Incentive Stock Option.

                  (q) "Option" means an Incentive Stock Option or a Nonqualified
         Stock Option.

                  (r) "Option Price" means the price at which a Share may be
         purchased by a Participant pursuant to an Option, as determined by the
         Committee.

                  (s) "Participant" means an Employee of the Company who has
         outstanding an Option granted under the Plan.

                  (t) "Person" shall have the meaning ascribed to such term in
         Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d)
         thereof, including a "group" as defined in Section 13(d).

                  (u) "Retirement" shall have the meaning ascribed to such term
         in the tax-qualified retirement plan of the Company.

                  (v) "Shares" means the shares of common stock of the Company.

                  (w) "Subsidiary" means any corporation in which the Company
         owns directly, or indirectly through subsidiaries, at least 50 percent
         of the total combined voting power of all classes of stock, or any
         other entity (including, but not limited to, partnerships and joint
         ventures) in which the Company owns at least 50 percent of the combined
         equity thereof.

                                    ARTICLE 3
                                 ADMINISTRATION

         3.1 The Committee. The Plan shall be administered by the Compensation
Committee of the Board, or by any other Committee appointed by the Board
consisting of not less than two (2) Directors who are not Employees. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.

         It is intended that the Committee members shall, at all times, qualify
as "non-employee directors" pursuant to Rule 16b-3 under the Exchange Act and as
"outside directors" pursuant to the requirements of Section 162(m) of the Code.
However, the failure to so qualify shall not affect the validity of any Awards
made or other actions taken by the Committee in accordance with the provisions
of the Plan. If for any reason the Committee does not qualify to administer the
Plan, as contemplated by Rule 16b-3 under the Exchange Act or Section 162(m) of
the Code, the Board of Directors may appoint a new Committee so as to comply
with Rule 16b-3 and Section 162(m).

         3.2 Authority of the Committee. The Committee shall have full power,
except as limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size of grants
of Awards; to determine the terms and conditions of such Award grants in a
manner consistent with the Plan; to construe and interpret the Plan and any
agreement or instrument entered into under the Plan; to establish, amend, or
waive rules and regulations for the Plan's administration; and (subject to the
provisions of Article 8 herein) to amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan; provided, however, that the
Committee may not re-price, or cancel and re-grant, any Option to reduce the
Option Price*. Further, the Committee shall make all other


<PAGE>



determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its authorities as
identified hereunder.

         3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders and
resolutions of the Board of Directors, shall be final, conclusive, and binding
on all persons, including the Company, its stockholders, Employees,
Participants, and their estates and beneficiaries.

                                    ARTICLE 4
                           SHARES SUBJECT TO THE PLAN

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for issuance under the Plan is
5,450,000. These Shares may be either authorized but unissued or reacquired
Shares. The maximum number of Shares which may be covered by Awards issued to
any Employee may not exceed 1,000,000 Shares during any fiscal year.

         4.2 Lapsed Awards. If any Award granted under the Plan is canceled,
terminates, expires, or lapses for any reason, then, subject to such rules and
regulations as may be promulgated by the Committee with respect thereto, any
Shares subject to such Award may again be available for the grant of any Award
under the Plan.

         4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Awards under
the Plan, as may be determined to be appropriate and equitable by the Committee,
in its sole discretion, to prevent dilution or enlargement of rights; and
provided that the number of Shares subject to any Award granted shall always be
a whole number.

                                    ARTICLE 5
                          ELIGIBILITY AND PARTICIPATION

         5.1 Eligibility. Persons eligible to participate in the Plan include
all Employees of the Company, as determined by the Committee, including
Employees who are members of the Board, but excluding Directors who are not
Employees.

         5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted, and shall determine the nature and amount of each
Award grant.

                                    ARTICLE 6
                                  STOCK OPTIONS

         6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees at any time and from time to time, as shall
be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each Participant.
The Committee may grant ISOs, NQSOs, or a combination thereof.

         6.2 Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422 of the Code,
or an NQSO whose grant is intended not to fall under the Code provisions of
Section 422.

         6.3 Option Price. The Option Price for each grant of an Option shall be
determined by the Committee; provided that the Option Price shall not be less
than 100 percent of the Fair Market Value of the Shares on the date the Option
is granted.


<PAGE>


         6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.

         6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

         6.6 Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Secretary of the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by
payment in full of the Option Price.

         The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) with the
Committee's consent, by tendering previously acquired Shares having a Fair
Market Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price), or (c)
with the Committee's consent, by a combination of (a) and (b).

         The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. The proceeds from such a
payment shall be added to the general funds of the Company and shall be used for
general corporate purposes.

         As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

         6.7 Restrictions on Share Transferability. The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Shares.

         6.8 Termination of Employment. If the employment of a Participant shall
terminate for any reason other than Cause, all Options held by the Participant,
which are not vested as of the effective date of employment termination,
immediately shall be forfeited to the Company (and shall once again become
available for grant under the Plan). However, the Committee, in its sole
discretion, shall have the right to immediately vest all or any portion of such
Options, subject to such terms as the Committee, in its sole discretion, deems
appropriate; and provided that the maximum exercise period which may be
permitted following employment termination is the shorter of: (i) one (1) year;
or (ii) the scheduled expiration date of the Option.

         Options which are vested as of the effective date of employment
termination may be exercised by the Participant within the period beginning on
the effective date of employment termination and ending: (a) one (1) year
following such date in the case of termination by reason of Death, Disability,
or Retirement; and (b) three (3) months following such date in the case of
termination for any other reason (and other than for Cause).

         6.9 Termination for Cause. If the employment of a Participant shall
terminate for Cause, all outstanding Options held by the Participant immediately
shall be forfeited to the Company, and no additional exercise period shall be
allowed, regardless of the vested status of the Options.

         6.10 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution;
provided, however, that the Committee shall have discretion to waive this
restriction, in whole or in part, so long as any such waiver is permitted in a
plan exempt from short-swing profit liability pursuant to Rule 16b-3 under the
Exchange Act.

<PAGE>



         6.11 Options Issued in Exchange. Notwithstanding any other provision of
the Plan, Options issued in exchange for options of Sybron International
Corporation (n/k/a Apogent Technologies Inc.)("Sybron") in connection with the
spin-off of the Company from Sybron may be issued in accordance with the terms
of the spin-off transaction.

                                    ARTICLE 7
                                CHANGE IN CONTROL

         Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Section 11.7 herein, any and all Options
granted hereunder shall become immediately exercisable, and shall remain as such
for the duration of their term. In addition, subject to Article 8 herein, the
Committee shall have the authority to make any modifications to Awards as
determined by the Committee to be appropriate before the effective date of the
Change in Control.

                                    ARTICLE 8
                    AMENDMENT, MODIFICATION, AND TERMINATION

         8.1 Amendment, Modification and Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. However, no such amendment, modification, or termination of the
Plan may be made without the approval of the stockholders of the Company, if
such approval is required by the Code, by the insider trading rules of Section
16 of the Exchange Act, by any national securities exchange or system on which
the Shares are then listed or reported, or by a regulatory body having
jurisdiction with respect thereto.

         Notwithstanding anything to the contrary in this Plan, neither the
Committee nor the Board shall amend the Plan to (i) materially increase the
benefits accrued to participants under the Plan, (ii) materially increase the
aggregate number of securities that may be issued under the Plan or (iii)
materially modify the requirements as to eligibility for participation in the
Plan, without the approval of the Company's stockholders, when that approval is
required by applicable law, or deemed necessary or advisable by the Committee.*

         8.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any material manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

                                    ARTICLE 9
                                   WITHHOLDING

         9.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, lapsing of restrictions, or payment made under or as a
result of the Plan.

         9.2 Share Withholding. With respect to tax withholding required upon
the exercise of Options, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum marginal total tax which could be
imposed on the transaction. All elections shall be irrevocable, made in writing
and signed by the Participant.

                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) who
shall be entitled to exercise his or her vested Options in the event of his or
her death before he or she exercises all vested Options. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Human Resource Department of the Company during
the Participant's lifetime. In the absence of


<PAGE>


any such designation, vested Options which have not been exercised prior to the
Participant's death may be exercised by the administrator of the Participant's
estate.

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

         For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.

         11.2 Participation. No Employee shall have the right to be selected to
receive an Award under the Plan, or, having been so selected, to be selected to
receive a future Award.

         11.3 Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

         11.4 Successors. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.

         11.5 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         11.6 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         11.7 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         11.8 Securities Law Compliance. Transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act. To the extent any provision of the Plan or action
by the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

         11.9 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the Company's state of incorporation.

*The Plan was amended by the Board of Directors on February 8, 2002 to add the
underlined language in Sections 3.2 and 8.1.