DEALER AGREEMENT

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UK/910347/07                                       - 1 -     231722/70-40067423







                                 26 OCTOBER 2006
                           ENTSPLY INTERNATIONAL INC.
                                    as Issuer

                           CITIBANK INTERNATIONAL plc
                                   as Arranger

                                     - and -

                           CITIBANK INTERNATIONAL plc
                                    as Dealer
                  ------------------------------------------------------------

                                               DEALER AGREEMENT
                                       relating to a U.S. $250,000,000
                         EURO-COMMERCIAL PAPER PROGRAMME
                  ------------------------------------------------------------




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                                    CONTENTS
Clause                                                       Page




1.      Interpretation...............................................1
2.     Issue.............................................. ..........6
3.     Representations And Warranties................................8
4.     Covenants And Agreements.....................................11
5.     Conditions Precedent.........................................15
6.     Termination And Appointment..................................15
7.     Notices......................................................16
8.     Assignment...................................................17
9.     Third Party Rights...........................................18
10.    Law And Jurisdiction.........................................18
11.    Counterparts.................................................19

Schedule 1           CONDITION PRECEDENT DOCUMENTS..................20

Schedule 2           SELLING RESTRICTIONS...........................21

Schedule 3           PROGRAMME SUMMARY..............................24

Schedule 4           INCREASE OF MAXIMUM AMOUNT.....................26

Schedule 5           APPOINTMENT OF NEW DEALER......................28

Schedule 6           FORM OF CALCULATION AGENCY AGREEMENT...........30








THIS AGREEMENT is made on 26 October 2006

BETWEEN

(1).....DENTSPLY INTERNATIONAL INC. (the "Issuer");

(2) CITIBANK INTERNATIONAL plc (the "Arranger"); and

(3) CITIBANK INTERNATIONAL plc (the "Dealer").

IT IS AGREED as follows:

1.      INTERPRETATION

1.1     Definitions

        In this Agreement:

        "Agency Agreement" means the note agency agreement, dated the date
        hereof, between the Issuer and the Issue Agent and the Paying Agent,
        providing for the issue of and payment on the Notes, as such agreement
        may be amended or supplemented from time to time;

        "Agreements" means this Agreement (as amended or supplemented from time
        to time), any agreement reached pursuant to Clause 2.1, the Deed of
        Covenant and the Agency Agreement;

        "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

        "Dealer(s)" means the institution or institutions specified as a Dealer
        in the Programme Summary together with any additional institution or
        institutions appointed pursuant to Clause 6.2 but excluding any
        institution or institutions whose appointment has been terminated
        pursuant to Clause 6.1;

        "Deed of Covenant" means the deed of covenant, dated the date hereof,
        executed by the Issuer in respect of Global Notes issued pursuant to the
        Agency Agreement, as such deed may be amended or supplemented from time
        to time;

        "Definitive Note" means a security printed Note in definitive form;

        "Disclosure Documents" means, at any particular date, (a) the
        Information Memorandum, (b) the most recently published audited
        consolidated financial statements of the Issuer filed with the
        Securities and Exchange Commission and any subsequent interim financial
        statements filed with the Securities and Exchange Commission, and (c)
        any other document delivered by the Issuer to the Dealer(s) which the
        Issuer has expressly authorised to be distributed;

        "Dollars" and "U.S.$" denote the lawful currency of the United States of
        America; and "Dollar Note" means a Note denominated in Dollars;

        "Dollar Equivalent" means, on any day:

(a)               in relation to any Dollar Note, the nominal amount of such
                  Note; and

(b)               in relation to any Note denominated or to be denominated in
                  any other currency, the amount in Dollars which would be
                  required to purchase the nominal amount of such Note as
                  expressed in such other currency at the spot rate of exchange
                  for the purchase of such other currency with Dollars quoted by
                  the Issue Agent at or about 11.00 a.m. (London time) on such
                  day;

        "Euro" denotes the single currency of those member states of the
        European Union participating in European Monetary Union from time to
        time; and "Euro Note" means a Note denominated in Euro;

        "Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear
clearing system;

        "Euroclear  France" means  Euroclear  France S.A. as operator of the
Euroclear  France  clearing
        system;

        "FSMA" means the Financial Services and Markets Act 2000;

        "Global Note" means a Note in global form, representing an issue of
        commercial paper notes of a like maturity which may be issued by the
        Issuer from time to time pursuant to the Agency Agreement;

        "Index Linked Note" means a Note, the redemption or coupon amount of
        which is not fixed at the time of issue, but which is to be calculated
        in accordance with such formula or other arrangement as is agreed
        between the Issuer and the relevant Dealer at the time of reaching
        agreement under Clause 2.1;

        "Information Memorandum" means the most recent information memorandum,
        as the same may be amended or supplemented from time to time, containing
        information about the Issuer and the Programme, the text of which has
        been prepared by or on behalf of the Issuer for use by the Dealer(s) in
        connection with the transactions contemplated by this Agreement;

        "Issue Agent" means  Citibank,  N.A. and any successor  issue agent
appointed in accordance with
        the Agency Agreement;

        "Japanese Yen" and "JPY" denote the lawful currency of Japan; and "Yen
        Note" means a Note denominated in Japanese Yen;

        "Note" means a commercial paper note of the Issuer purchased or to be
        purchased by a Dealer under this Agreement, in bearer global or
        definitive form, substantially in the relevant form scheduled to the
        Agency Agreement or such other form(s) as may be agreed from time to
        time between the Issuer and the Issue Agent and, unless the context
        otherwise requires, includes the commercial paper notes represented by
        the Global Notes;

        "Principal  Paying  Agent"  means  Citibank,  N.A.  and any  successor 
principal  paying  agent
        appointed in accordance with the Agency Agreement;

        "Programme" means the Euro-commercial paper programme established by the
 Agreements;

        "Programme Summary" means the summary of the particulars of the
        Programme as set out in Schedule 3, as such summary may be amended or
        superseded from time to time;

        "Rating  Agencies"  means  Standard & Poor's  Rating  Services,  a
division  of the McGraw  Hill
        Companies Inc., or Moody's Investors Services Inc.;

        "relevant jurisdiction" means any one or more of the United Kingdom, the
        jurisdiction of incorporation of the Issuer and any jurisdiction from or
        through which any payment under or in respect of any Note or any
        Agreement may be made;

        "Relevant Party" means the Arranger, each Dealer, each of their
        respective affiliates and each person who controls them (within the
        meaning of section 15 of the Securities Act or section 20 of the United
        States Securities Exchange Act of 1934, as amended), together with each
        of their respective directors, officers, employees and agents;

        "Securities Act" means the United States Securities Act of 1933;

        "Sterling" and "GBP" denote the lawful currency of the United Kingdom;
        and "Sterling Note" means a Note denominated in Sterling;

        "Subsidiary" means, in respect of any person (the "first person") at any
        particular time, any other person (the "second person"):

(a)               an entity of which a person has direct or indirect control or
                  owns directly or indirectly more than 50 per cent. of the
                  voting capital or similar right of ownership and "control" for
                  this purpose means the power to direct the management and the
                  policies of the entity whether through the ownership of voting
                  capital, by contract or otherwise; or

(b)               an entity whose financial statements are, in accordance with
                  applicable law and generally accepted accounting principles,
                  consolidated with those of another person.

        "Swiss francs" and "CHF" denote the lawful currency of Switzerland; and
        "Swiss franc Note" means a Note denominated in Swiss francs; and

1.2     Programme Summary

        Terms not expressly defined herein shall have the meanings set out in
the Programme Summary.

1.3     Legislation

        Any reference in this Agreement to any legislation (whether primary
        legislation or regulations or other subsidiary legislation made pursuant
        to primary legislation) shall be construed as a reference to such
        legislation as the same may have been, or may from time to time be,
        amended or re-enacted.

1.4     Clauses and Schedules

        Any reference in this Agreement to a Clause, sub clause or a Schedule
        is, unless otherwise stated, to a clause or sub clause hereof or a
        schedule hereto.

1.5     Headings

        Headings and sub-headings are for ease of reference only and shall not
        affect the construction of this Agreement.

2.      ISSUE

2.1     Basis of agreements to issue; uncommitted facility

        Subject to the terms hereof, the Issuer may issue and sell Notes to the
        Dealer(s) from time to time at such prices and upon such terms as the
        Issuer and the relevant Dealer may agree, provided that the Issuer has,
        and shall have, no obligation to sell Notes to the Dealer(s), except as
        agreed, and each Dealer has, and shall have, no obligation to purchase
        Notes from the Issuer, except as agreed. The Issuer acknowledges that
        the Dealer(s) may resell Notes purchased by such Dealer(s). The tenor of
        each Note shall not be less than the Minimum Term nor greater than the
        Maximum Term specified in the Programme Summary, calculated from the
        date of issue of such Note to the maturity date thereof. Global Notes
        and Definitive Notes shall be issued in the Denomination(s) specified in
        the Programme Summary. Each issue of Notes having the same issue date,
        maturity date, currency of denomination, yield and redemption basis will
        be represented by a Global Note or by Definitive Notes having the
        aggregate nominal amount of such issue as may be agreed between the
        Issuer and the relevant Dealer.

2.2     Procedures

        If the Issuer and any Dealer shall agree on the terms of the purchase of
        any Note by such Dealer (including agreement with respect to the issue
        date, maturity date, currency, denomination, yield, redemption basis,
        aggregate nominal amount and purchase price), then:

2.2.1   Instruction  to Issue Agent:  the Issuer  shall  instruct the Issue
Agent to issue such Note and
                  deliver it in accordance with the terms of the Agency
greement;

2.2.2   Payment  of  purchase  price:  the  relevant  Dealer  shall pay or 
arrange  for  payment of the
                  purchase price of such Note on the date of issue:

(a)                     Dollar Note: in the case of a Dollar Note, by transfer
                        of funds settled through the New York Clearing House
                        Interbank Payments System (or such other same day value
                        funds as at the time shall be customary for the
                        settlement in New York City of international banking
                        transactions denominated in Dollars) to such account of
                        the Issue Agent in New York City denominated in Dollars
                        as the Issue Agent shall have specified for this
                        purpose; or

(b)                     Euro Note: in the case of a Euro Note, by transfer of
                        same-day funds settled through the Trans-European
                        Automated Real-Time Gross Settlement Express Transfer
                        (TARGET) System to such account of the Issue Agent
                        outside the United Kingdom denominated in Euro as the
                        Issue Agent shall have specified for this purpose; or

(c)                     Sterling Notes: in the case of a Sterling Note, by
                        transfer of same-day funds to the Sterling account in
                        London as the Issue Agent shall from time to time have
                        specified for this purpose; or

(d)                     Other Notes: in all other cases, by transfer of freely
                        transferable and immediately available funds in the
                        relevant currency to such account of the Issue Agent at
                        such bank in the principal domestic financial centre for
                        such currency as the Issue Agent shall have specified
                        for this purpose; and

     2.2.3  Delivery  Instructions:  the relevant  Dealer shall notify the Issue
Agent and the Issuer of the payment and delivery instructions applicable to such
Note or Notes by fax or through any applicable  Citibank  software system,  such
notification  to be received in  sufficient  time and in any event no later than
(i) 12 noon (London  time) on the  proposed  issue date (in the case of Sterling
Definitive  Notes);  or (ii) 12 noon (Paris time) on the proposed issue date (in
the case of Notes to be cleared through  Euroclear France) or (iii) in any other
case, 3.00 p.m. (London time) two Business Days prior to the proposed issue date
(or such later  time or date as may be agreed  between  the Issue  Agent and the
relevant  Dealer)  to enable the Issue  Agent to  deliver  such Note or Notes as
contemplated  in the Agency  Agreement  (or, in the case of Sterling  Definitive
Notes, make the same available for collection) on its issue date.

2.3     Failure of agreed issuance

        If for any reason (including, without limitation, the failure of the
        relevant trade) a Note agreed to be purchased pursuant to Clause 2.1 is
        not to be issued, each of the Issuer and the relevant Dealer shall
        immediately notify the Issue Agent thereof.

2.4     Issuance currencies

        The parties acknowledge that Notes issued under the Programme may be
        denominated in Dollars or, subject as provided below, in any other
        currency. Any agreement reached pursuant to Clause 2.1 to sell and
        purchase a Note denominated in a currency other than Dollars shall be
        conditional upon:

2.4.1             Compliance: it being lawful and in compliance with all
                  requirements of any relevant central bank and any other
                  relevant fiscal, monetary, regulatory or other authority, for
                  deposits to be made in such currency and for such Note to be
                  issued, offered for sale, sold and delivered;

2.4.2   Convertibility:  such other  currency  being freely  transferable  and
freely  convertible  into
                  Dollars;

2.4.3   Consent: the consent of the Issue Agent to that currency having been
given; and

2.4.4             Amendments: any appropriate amendments which the relevant
                  Dealer, the Issuer or the Issue Agent shall require having
                  been made to this Agreement and/or the Agency Agreement.

2.5     Increase of Maximum Amount

        The Issuer may increase the Maximum Amount by giving at least ten days'
        notice by letter, substantially in the form set out in Schedule 4, to
        each of the Dealer(s), the Issue Agent and the Paying Agent. Such
        increase will not take effect until the Dealer(s) have received from the
        Issuer the documents listed in such letter of Schedule 1 (if required by
        the Dealer(s)), in each case in form and substance acceptable to each
        Dealer.

2.6     Calculation Agent

        If Index Linked Notes are to be issued, the Issuer will appoint either
        the relevant Dealer or the Principal Paying Agent (subject to the
        consent of the relevant Dealer or the Principal Paying Agent thereto) or
        some other person (subject to the consent of the relevant Dealer and the
        Principal Paying Agent to such person's appointment) to be the
        calculation agent in respect of such Index Linked Notes and the
        following provisions shall apply:

2.6.1             Dealer: if a Dealer is to be the calculation agent, its
                  appointment as such shall be on the terms of the form of
                  agreement set out in Schedule 6, and each Dealer will be
                  deemed to have entered into an agreement in such form for a
                  particular calculation if it is named as calculation agent in
                  the redemption calculation attached to or endorsed on the
                  relevant Note;

2.6.2   Principal  Paying  Agent:  if the Principal  Paying Agent is to be the 
calculation  agent,  its
                  appointment as such shall be on the terms set out in the
Agency Agreement;

2.6.3             Other Calculation Agent: if the person nominated by a Dealer
                  or by the Principal Paying Agent as calculation agent is not a
                  Dealer, that person shall execute (if it has not already done
                  so) an agreement substantially in the form of the agreement
                  set out in Schedule 6 and the appointment of that person shall
                  be on the terms of that agreement.

3.      REPRESENTATIONS AND WARRANTIES

3.1     Representations and warranties

        The Issuer represents and warrants to each Dealer at the date of this
        Agreement, each date upon which the Maximum Amount is increased, each
        date upon which an agreement for the sale of Notes is made and each date
        upon which Notes are, or are to be, issued that:

3.1.1   Authorisation; valid, binding and enforceable:  each of:

(a)                     the establishment of the Programme and the execution,
                        delivery and performance by the Issuer of the Agreements
                        and the Notes;

(b)                     the entering into and performance by the Issuer of any
                        agreement for the sale of Notes reached pursuant to
                        Clause 2.1; and

(c)                     the issue and sale of the Notes by the Issuer under the
                        Agreements,

                  has been duly authorised by all necessary action and the same
                  constitute, or, in the case of Notes, will, when issued in
                  accordance with the Agency Agreement, constitute, valid and
                  binding obligations of the Issuer enforceable against it in
                  accordance with their respective terms;

3.1.2             Status: the obligations of the Issuer under each of the
                  Agreements and the Notes will rank (other than in the case of
                  obligations preferred by mandatory provisions of law) at least
                  pari passu with all other present and future unsecured
                  indebtedness of the Issuer or guaranteed by the Issuer;

3.1.3             Incorporation, capacity: the Issuer is duly incorporated and
                  validly existing under the laws of its jurisdiction of
                  incorporation and:

(a)                     the establishment of the Programme, the execution,
                        delivery and performance by the Issuer of the Agreements
                        and the Notes;

(b)                     the entering into and performance by the Issuer of any
                        agreement for the sale of Notes reached pursuant to
                        Clause 2.1; and

(c)                     the issue and sale of the Notes by the Issuer under the
                        Agreements,

                  will not infringe any of the provisions of the Issuer's
                  constituting documents and will not contravene any then
                  existing law, regulation, order or judgement to which the
                  Issuer or any of its assets is subject nor result in the
                  breach of any term of, or cause a default under, any
                  instrument to which the Issuer is a party or by which it or
                  any of its assets may be bound;

3.1.4             Approvals: all consents, authorisations, licences or approvals
                  of and registrations and filings with any governmental or
                  regulatory authority required in connection with the issue by
                  the Issuer of Notes under the Agreements and the performance
                  of the Issuer's obligations under the Agreements and the Notes
                  have been obtained and are in full force and effect, and
                  copies thereof have been supplied to the Dealer(s);

3.1.5             Disclosure: in the context of this Agreement and the
                  transactions contemplated hereby, the information contained or
                  incorporated by reference in the Disclosure Documents is true
                  and accurate and not misleading, in any material respect and
                  there are no other facts the omission of which makes the
                  Disclosure Documents as a whole or any such information
                  contained or incorporated by reference therein misleading in
                  any material respect;

     3.1.6  Financial  Statements:  the  audited  financial  statements  and any
interim  financial  statements  (audited or unaudited) filed with the Securities
and  Exchange  Commission  for the Issuer  published  subsequently  thereto  and
incorporated  by reference in the  Information  Memorandum as of the  respective
dates of such  statements and for the periods they cover or to which they relate
and have been prepared in accordance with the relevant laws of the United States
of America  and with  generally  accepted  accounting  principles  in the United
States of America applied on a consistent  basis throughout the periods involved
(unless and to the extent otherwise stated therein);

3.1.7             No material adverse change, No litigation: since the date of
                  the most recent audited financial statements supplied to the
                  Dealer(s) and, in relation to any date on which this warranty
                  is made after the date hereof, save as otherwise disclosed by
                  any Disclosure Document subsequently delivered by the Issuer
                  to the Dealer(s):

(a)                     there has been no adverse change in the business or
                        financial condition of the Issuer or its Subsidiaries,
                        holding companies or affiliates; and

(b)                     there is no litigation, arbitration or governmental
                        proceeding pending or, to the knowledge of the Issuer,
                        threatened against or affecting the Issuer or its
                        subsidiaries, holding companies or affiliates,

                  which in any case  could  reasonably  be  expected  to be
 material  to the issue on a
                  consolidated basis;

3.1.8   No default: the Issuer is not in default in respect of any indebtedness
for borrowed money;

3.1.9   No  ratings  downgrade:  there has been no  downgrading,  nor any 
notice  to the  Issuer of any
                  intended  downgrading,  in the rating  accorded  to the Issuer
 or any  security of the
                  Issuer by the Rating Agencies;

3.1.10            Taxation: the Issuer is not required by any then existing law
                  or regulation nor any relevant taxing authority in any
                  relevant jurisdiction to make any deduction or withholding
                  from any payment due under the Notes, the Agency Agreement or
                  the Deed of Covenant for or on account of any income,
                  registration, transfer or turnover taxes, customs or other
                  duties or taxes of any kind;
3.1.11            Maximum Amount not exceeded: the outstanding principal amount
                  of all Notes on the date of issue of any Note does not and
                  will not exceed the Maximum Amount set out in the Programme
                  Summary (as increased from time to time pursuant to Clause
                  2.5) and for this purpose the nominal amount of any Note
                  denominated in any currency other than Dollars shall be taken
                  as the Dollar Equivalent of such nominal amount as at the date
                  of the agreement for the issue of such Note; and

3.1.12  Investment  Company:  the Issuer is not an  investment  company as
defined in the United  States
                  Investment Company Act of 1940.

3.2     Notice of inaccuracy

        If, prior to the time a Note is issued and delivered to or for the
        account of the relevant Dealer, an event occurs which would render any
        of the representations and warranties set out in Clause 3.1 immediately,
        or with the lapse of time, untrue or incorrect, the Issuer will inform
        the relevant Dealer in writing as soon as practicable of the occurrence
        of such event. In either case, the relevant Dealer shall inform the
        Issuer in writing without any undue delay whether it wishes to continue
        or discontinue the issuance and delivery of the respective Notes.

4.      COVENANTS AND AGREEMENTS

4.1     Issuer

        The Issuer covenants and agrees that:

4.1.1             Delivery of published information: whenever the Issuer shall
                  make a public filing with the Securities and Exchange
                  Commission, the Issuer shall notify the Dealer(s) shall make a
                  reasonable number of copies of such information available to
                  the Dealer(s) upon request to permit distribution to investors
                  and prospective investors and shall take such action as may be
                  necessary to ensure that the representation and warranty
                  contained in sub clause 3.1.5 is true and accurate on the
                  dates contemplated by such sub clause;

4.1.2             Authorisation information: Whenever the Issuer is required to
                  obtain or effect any consent, authorisation, licence or
                  approval in order to comply with the representation and
                  warranty contained in Clause 3.1.4, the Issuer shall:

(a)                     notify the Dealer(s) as to the nature of such
                        authorisation; and

(b)                     upon request by the Dealer(s), make a reasonable number
                        of copies of such authorisation available to the
                        Dealer(s).

4.1.3             Ratings: The Issuer shall promptly notify the Dealer(s) of any
                  change in the rating given by the Rating Agencies or such
                  other rating agency as notified to the Dealer(s) for any of
                  the Notes to be issued under the Programme by it or upon it
                  becoming aware that such rating has been put on a
                  "Creditwatch" list or other similar publication of formal
                  review (including a notice of change of outlook) by either of
                  the Rating Agencies or any other relevant rating agency.

4.1.4             Indemnity: the Issuer shall indemnify and hold harmless on
                  demand each Dealer against any claim, demand, action,
                  liability, damages, cost, loss or expense (including, without
                  limitation, legal fees and any applicable value added tax)
                  which it may incur arising out of or based upon:

(a)                     the Issuer's failure to make due payment under the Notes
                        or the Deed of Covenant; or

(b)                     Notes not being issued for any reason (other than as a
                        result of the failure of any Dealer to pay or an
                        exception provided for in this Agreement) after an
                        agreement for the sale of such Notes has been made; or

(c)                     any breach or alleged breach of the representations,
                        warranties, covenants or agreements made by the Issuer
                        in this Agreement; or

(d)                     any untrue statement or alleged untrue statement of any
                        material fact contained in the Disclosure Documents or
                        the omission or alleged omission to state therein a
                        material fact necessary in order to make the statements
                        therein, in the light of the circumstances under which
                        they were made, not misleading;

4.1.5             In case any allegation as described in sub-clause 4.1.4 above
                  is made or any action is brought against any Relevant Party in
                  respect of which recovery may be sought from the Issuer, under
                  sub-clause 4.1.4, the Relevant Party shall promptly notify the
                  Issuer (although failure to do so will not relieve the Issuer
                  from any liability under this Agreement). If any such
                  allegation is made, the parties agree to consult in good faith
                  with respect to the nature of the allegation. Subject to
                  sub-clause 4.1.6 below, the Issuer may participate at its own
                  expense in the defence of any action.

4.1.6