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                                                                   EXHIBIT 10.41
 
                        SYBRON INTERNATIONAL CORPORATION
                              AMENDED AND RESTATED
                   1994 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                        EFFECTIVE AS OF JANUARY 25, 1995
 
I. INTRODUCTION
 
     1.01 PURPOSE. This plan shall be known as the Sybron International
Corporation Amended and Restated 1994 Outside Directors' Stock Option Plan (the
"Plan"). The purpose of the Plan is to provide an incentive for Outside
Directors of Sybron International Corporation to improve corporate performance
on a long-term basis. It is intended that the Plan and its operation comply with
the provisions of Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor rule). If any provision of the Plan or any grant hereunder would
disqualify the Plan or such grant under, or would not comply with, Rule 16b-3
(or any successor rule), such provision or grant shall be construed or deemed
amended to conform to Rule 16b-3.
 
     1.02 EFFECTIVE DATE. The Plan first became effective on January 19, 1994,
upon approval by the Company's stockholders at the Company's 1994 annual
meeting.
 
II. PLAN DEFINITIONS
 
     2.01 DEFINITIONS. For Plan purposes, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below:
 
          (a) "Board" shall mean the Board of Directors of the Company.
 
          (b) "Committee" shall have the meaning ascribed to such term in
              Section 4.01 hereof.
 
          (c) "Company" shall mean Sybron International Corporation, a Wisconsin
              corporation, or any successor thereto as provided in Section 6.07
              hereof, and, as the context may require, Sybron Corporation, a
              Delaware corporation, the Company's predecessor prior to the
              Delaware-to-Wisconsin change of domicile merger effective January
              31, 1994.
 
          (d) "Company Stock" shall mean the Company's Common Stock, par value
              $0.01 per share, and such other stock and securities as may be
              substituted therefor pursuant to Section 3.02 hereof.
 
          (e) "Director" shall mean any individual who is a member of the Board.
 
          (f) "Fair Market Value" means the average of the highest and lowest
              quoted selling prices for the Company Stock 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.
 
          (g) "Grantee" shall mean any person who has been granted an option
              under the Plan.
 
          (h) "Outside Director" shall mean a Director who is not also an active
              full-time employee of the Company or a corporation in which the
              Company owns, directly or indirectly, a voting stock interest of
              more than fifty percent (50%).
 
III. SHARES SUBJECT TO OPTION
 
     3.01 AVAILABLE SHARES. The total number of shares of Company Stock that may
be issued under the Plan shall not exceed One Hundred Thousand (100,000) shares.
Shares subject to and not issued under an option which expires, terminates, or
is cancelled for any reason under the Plan shall again become available for
granting of options.
 
     3.02 CHANGES IN COMMON STOCK. If any stock dividend is declared upon the
Company Stock, or if there is any stock split, stock distribution, or other
recapitalization of the Company with respect to the Company
 
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Stock, resulting in a split or combination or exchange of shares, the aggregate
number and kind of shares which may thereafter be granted under the Plan shall
be proportionately and appropriately adjusted and the number and kind of shares
then subject to options under the Plan and the per share option price therefor
shall be proportionately and appropriately adjusted, without any change in the
aggregate purchase prices to be paid therefor.
 
IV. ADMINISTRATION
 
     4.01 ADMINISTRATION BY THE COMMITTEE. The Plan shall be administered by the
Compensation/Stock Option Committee (the "Committee") of the Board (or any
successor committee) which shall have the power, subject to and within the
limits of the express provisions of the Plan, to exercise such powers and to
perform such acts as are deemed necessary or expedient to promote the best
interests of the Company with respect to the Plan. The Committee shall have no
discretion as to the amount, price, timing or exercisability of any option
granted under this Plan.
 
V. STOCK OPTIONS
 
     5.01 OPTION AGREEMENTS. Each option granted under the Plan shall be
evidenced by a stock option agreement between the Company and the Grantee which
shall contain the terms and conditions required by this Article V, and such
other terms and conditions, not inconsistent herewith, as the Committee may deem
appropriate in each case. The holder of an option shall not have any rights as a
stockholder with respect to the shares covered by an option until such shares
have been delivered to him or her.
 
     5.02 OPTION GRANT SIZE AND GRANT DATE.
 
          (a) Automatic Grants. Upon the first meeting of the Board following
              the Company's 1994, 1995, 1996, 1997 and 1998 annual meetings of
              stockholders, each person then serving the Company as an Outside
              Director shall automatically be granted a nonqualified stock
              option to purchase Three Thousand (3,000) shares, subject to
              adjustment under Section 3.02 hereof.
 
          (b) Special Rule. If at any time there are not sufficient available
              shares under the Plan to grant each Outside Director an option to
              purchase the number of shares provided above, each Outside
              Director shall receive an option to purchase an equal number of
              the remaining available shares, determined by dividing the
              remaining available shares by the number of Outside Directors.
 
     5.03 EXERCISE PRICE. The price at which each share of Company Stock covered
by an option may be purchased shall be one hundred percent (100%) of the Fair
Market Value of the Company Stock on the date the option is granted.
 
     5.04 PERIOD FOR EXERCISE OF OPTIONS. Each stock option granted under this
Plan shall become exercisable six months from the date of grant, regardless of
whether the Grantee is still a Director on such date. All rights to exercise an
option shall terminate upon the earlier of (a) ten (10) years from the date the
option is granted, or (b) two (2) years from the date the Grantee ceases to be a
Director.
 
     5.05 METHOD OF EXERCISE. Subject to Section 5.04, each option may be
exercised in whole or in part from time to time as specified in the stock option
agreement. Each Grantee may exercise an option by giving written notice of the
exercise to the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the exercise price therefor. The exercise
price may be paid in cash, by check, or by delivering shares of Company Stock
which have been beneficially owned by the Grantee, the Grantee's spouse, or both
of them for a period of at least six months prior to the time of exercise
("Delivered Stock") or a combination of cash and Delivered Stock. Delivered
Stock shall be valued at its Fair Market Value determined as of the date of
exercise of the option. No Grantee shall be under any obligation to exercise any
option hereunder.
 
     5.06 LIMITATION ON PLAN AMENDMENTS. The option grants hereunder are
intended to be formula awards for the purposes of Rule 16b-3 under the
Securities Exchange Act of 1934 (or any successor rule). Accordingly, the
provisions of this Article V may not be amended more than once every six months.
 
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VI. GENERAL
 
     6.01 NONTRANSFERABILITY. No option granted under the Plan shall be
transferable or assignable except by last will and testament or the laws of
descent and distribution. During the Grantee's lifetime, options shall be
exercisable only by the Grantee or by the Grantee's guardian or legal
representative. In the event of the Grantee's death, the Grantee's beneficiary
designated pursuant to Section 6.08 hereof or, in the absence of any such
designation, the personal representative of the Grantee's estate or the person
or persons to whom the option is transferred by will or the laws of descent and
distribution may exercise the option in accordance with its terms.
 
     6.02 GENERAL RESTRICTION. Each option shall be subject to the requirement
that if at any time the Board shall determine, in its discretion, that the
listing, registration, or qualification of securities upon any securities
exchange or under any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such option or the issue or purchase of
securities thereunder, such option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board.
 
     6.03 EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted under
the Plan at any time and from time to time, prior to September 30, 1998, the
date on which the Plan will expire, except as to options then outstanding under
the Plan, which shall remain in effect until they have been exercised or have
expired. The Plan may be abandoned or terminated at any time by the Board except
with respect to any options then outstanding under the Plan.
 
     6.04 AMENDMENT, MODIFICATION AND TERMINATION. With 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 Internal Revenue Code of 1986, as amended, by the
insider trading rules of Section 16 of the Securities Exchange Act of 1934, by
any national securities exchange or system on which the Company Stock is then
listed or reported, or by a regulatory body having jurisdiction with respect
thereto. No termination, amendment, or modification of the Plan shall in any
material manner adversely affect any option previously granted under the Plan,
without the written consent of the Grantee holding such option.
 
     6.05 WITHHOLDING TAXES.
 
          (a) The Company shall have the power and the right to deduct or
              withhold, or require a Grantee to remit to the Company, an amount
              sufficient to satisfy any federal, state and local taxes required
              by law to be withheld with respect to any grant, exercise, or
              payment made under or as a result of the Plan.
 
          (b) With respect to tax withholding which may be required upon the
              exercise of options, Grantees may elect, subject to the approval
              of the Committee, to satisfy such withholding requirement, in
              whole or in part, by having the Company withhold shares of Company
              Stock 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, signed by the Grantee, and comply with the
              applicable requirement set forth in (c) below.
 
          (c) The Grantee must either:
 
             (i) Deliver written notice of the stock withholding election to the
                 Committee at least six (6) months prior to the date specified
                 by the Grantee on which the exercise of the option is to occur;
                 or
 
             (ii) Make the stock withholding election in connection with an
                  exercise of an option which occurs during a Window Period.
 
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        For this purpose, "Window Period" means the period beginning on the
        third (3rd) business day following the date of public release of the
        Company's quarterly sales and earnings information, and ending on the
        twelfth (12th) business day following such date.
 
     6.06 CONSTRUCTION. Except as otherwise required by applicable federal laws,
the Plan shall be governed by, and construed in accordance with, the laws of the
state of the Company's incorporation.
 
     6.07 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.
 
     6.08 BENEFICIARY DESIGNATION. Each Grantee 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 options in accordance with their terms
in the event of his or her death before he or she exercises all of his or her
outstanding options. Each such designation shall revoke all prior designations
by the same Grantee, shall be in a form prescribed by the Company, and will be
effective only when filed by the Grantee in writing with the Human Resource
Department of the Company during the Grantee's lifetime.
 
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