Trust Agreement (2001)Full Document 

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EKHIBIT 10.6
                      TRUST AGREEMENT


                          BETWEEN


              T. ROWE PRICE TRUST COMPANY AND

                DENTSPLY INTERNATIONAL INC.




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                      TRUST AGREEMENT
                          BETWEEN
              T. ROWE PRICE TRUST COMPANY AND
                DENTSPLY INTERNATIONAL INC.


      This  TRUST  AGREEMENT  ("Agreement")  is  made by and
between   DENTSPLY   INTERNATIONAL   INC.,   a   corporation
("Employer"),  and T. ROWE PRICE TRUST  COMPANY,  a Maryland
limited purpose trust company ("Trustee").

                         WITNESSETH

      WHEREAS,  the  Employer  sponsors  and  maintains  the
DENTSPLY  EMPLOYEE STOCK OWNERSHIP PLAN ("Plan"),  a defined
contribution   plan  for  the   benefit   of  all   eligible
employees  who  participate  under  the  terms of the  Plan,
including   their   beneficiaries   and   alternate   payees
(individually,      "Participant"     and,     collectively,
"Participants"); and

      WHEREAS,  the  Employer  intends that the Plan qualify
as a leveraged  employee stock  ownership plan under Section
4975(e)(7)  of  the  Internal   Revenue  Code  of  1986,  as
amended   (the   "Code"),   and  that  the  Plan   meet  the
requirements of Section 4975(d)(3) of the Code; and

      WHEREAS,  the  Employer  intends  that  the  Plan  and
related  trust  shall  qualify  under  Sections  401(a)  and
501(a) of the Code; and

      WHEREAS,  the Employer desires to establish a trust to
serve  as the  funding  vehicle  for the  Plan  as  provided
under the terms of the Plan;

      NOW, THEREFORE,  the Employer and the Trustee agree as
follows:

                 ARTICLE I. THE TRUST FUND

1.1   Establishment  of  Trust  Fund.  The  Employer  hereby
establishes  with the  Trustee a trust  fund  consisting  of
such  sums  of  U.  S.  currency  and  such  other  property
acceptable  to the  Trustee  as shall  from  time to time be
paid to the  Trustee  pursuant to this  Agreement.  All such
money  and  property,  together  with  all  investments  and
reinvestments  made  therewith  and proceeds  thereof,  less
any payments or  distributions  made by the Trustee pursuant
to the  terms  of this  Agreement,  are  referred  to as the
"Trust  Fund".  The  Trustee  hereby  accepts the Trust Fund
and  agrees  to  hold  it in  accordance  with  the  express
provisions of this instrument and the requirements of law.

1.2 Effective  Date.  This  Agreement  shall be effective as
of November 1, 2000.

1.3 Named  Fiduciary.  The  Employer  and a Committee of the
Employer  are the  named  fiduciaries  of the  Plan  ("Named
Fiduciary")  within the meaning of Section  402(a)(2) of the
Employee   Retirement   Income  Security  Act  of  1974,  as
amended  ("ERISA").  The  Named  Fiduciary  shall  have  the
power  and  duties  with  respect  to  the   management  and
control of the



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Trust   Fund  as  set   forth   in  the  Plan  and  in  this
Agreement.  The term "Named  Fiduciary," as used  throughout
this  Agreement,  is deemed to refer to the Named  Fiduciary
of the Plan,  as set forth in this  Section 1.3 and its duly
authorized  representatives.  The  Trustee  shall  not  be a
Named Fiduciary of the Plan.

1.4 Nature of Trustee's  Duties.  In  performing  its duties
hereunder,  the Trustee  shall serve  solely in the capacity
of  a  directed   trustee  within  the  meaning  of  Section
403(a)(1)  of ERISA.  The Trustee  shall not be deemed to be
the  "administrator"  as defined in ERISA Section  3(16)(A),
the "plan  sponsor"  as defined in ERISA  Section  3(16)(B),
or a  trustee  with  discretion  to  perform  more  than the
express  ministerial  duties  pursuant  to the terms of this
Agreement.

1.5  Limitation  of  Trustee's  Duties.  The  Trustee  shall
have no duty to: (a)  determine  or  enforce  payment of any
contribution  due under the Plan;  (b)  inquire  whether any
contribution  made to the Trust Fund is in  accordance  with
the terms of the Plan or law;  (c)  determine  the  adequacy
of the funding  policy  adopted by the Employer or the Named
Fiduciary;   (d)  inquire  as  to  the   propriety   of  any
investment  or  distribution  made  under the  Plan;  or (e)
ensure the tax qualified status of the Plan under the Code.

          ARTICLE II. INVESTMENT OF THE TRUST FUND

2.1  Investment  of the Trust Fund - In  General.  The Named
Fiduciary  shall be solely  responsible  for  directing  the
Trustee as to the  investment  and  deposition  of the Trust
Fund  and  shall  have   responsibility   for  the   overall
diversification   of  the  Trust  Fund.  The  Trustee  shall
invest  and  reinvest  the Trust Fund only as  directed  and
the  Trustee  is  specifically  prohibited  from  having  or
exercising  any  discretion  with respect to the  investment
of the Trust Fund.

2.2  Investment  Powers  of  the  Trustee.  Subject  to  the
limitations  of Section  2.1,  the Trustee  shall invest and

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