SYBRON INTERNATIONAL CORP, DEF 14A, 1996-12-20

SYBRON INTERNATIONAL CORP
DEF 14A, 1996-12-20
DENTAL EQUIPMENT & SUPPLIES

Previous: SYBRON INTERNATIONAL CORP, 10-K, 1996-12-20

Next: MERRILL LYNCH GLOBAL CONVERTIBLE SECURITIES FUND INC, 24F-2NT, 1996-12-20

<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Sybron International Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

- -------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

SYBRON INTERNATIONAL CORPORATION
411 EAST WISCONSIN AVENUE
24TH FLOOR
MILWAUKEE, WISCONSIN 53202
(414) 274-6600

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 22, 1997

---------------------
Notice is hereby given that the Annual Meeting of Shareholders of Sybron
International Corporation, a Wisconsin corporation (the "Company"), will be held
on Wednesday, January 22, 1997, at 10:00 a.m., Central Standard Time, at The
Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, for the
following purposes:

1. To elect two directors to serve as Class II directors until the
2000 Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified;

2. To consider and vote upon a proposal to amend the Sybron
International Corporation Senior Executive Incentive Compensation Plan (a
copy of the amended and restated plan is attached as Exhibit A to the
accompanying Proxy Statement); and

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on December 2, 1996,
as the record date for determining the shareholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof. A list of such shareholders
will be maintained and available for inspection by shareholders of the Company
during ordinary business hours at the Company's offices, 411 East Wisconsin
Avenue, 24th Floor, Milwaukee, Wisconsin 53202, prior to the meeting and will
also be available for inspection by shareholders of the Company at the meeting.

We hope you will assure that your shares will be represented at the meeting
by signing and returning the enclosed proxy card in the accompanying envelope as
promptly as possible, whether or not you expect to be present in person. Your
vote is important and the Board of Directors appreciates the cooperation of
shareholders in directing proxies to vote at the meeting.

By Order of the Board of Directors,

/s/ R. Jeffrey Harris
R. JEFFREY HARRIS
Secretary
Milwaukee, Wisconsin
December 20, 1996
<PAGE> 3

SYBRON INTERNATIONAL CORPORATION
411 EAST WISCONSIN AVENUE
24TH FLOOR
MILWAUKEE, WISCONSIN 53202
(414) 274-6600

---------------------

PROXY STATEMENT
DECEMBER 20, 1996

---------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 22, 1997

---------------------

GENERAL INFORMATION

This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Sybron International Corporation, a Wisconsin corporation (the
"Company"), to the shareholders of the Company in connection with a solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at 10:00 a.m., Central Standard Time, on Wednesday, January 22, 1997,
at The Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, and
at any and all adjournments thereof. This Proxy Statement and the enclosed proxy
card are first being mailed to shareholders on or about December 20, 1996.

A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may be
revoked, prior to its exercise, by executing and delivering a later dated proxy
card, delivering written notice of the revocation of the proxy to the Corporate
Secretary prior to the Annual Meeting, or attending and voting at the Annual
Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute
a revocation of a proxy. Unless previously revoked, the shares represented by
the enclosed proxy will be voted in accordance with the shareholder's directions
if the proxy is duly executed and returned prior to the Annual Meeting. If no
directions are specified, the shares will be voted FOR the election of directors
recommended by the Board of Directors, FOR approval of the amendments to the
Sybron International Corporation Senior Executive Incentive Compensation Plan
and in accordance with the discretion of the named attorneys-in-fact and agents
on any other matters properly brought before the Annual Meeting.

The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. In addition to the use of
the mails, proxies may be solicited by officers, directors and regular employees
of the Company, without additional remuneration, in person, or by telephone,
telegraph or facsimile transmission. The Company will also request brokerage
firms, nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares of Common Stock as of the record date and will
provide reimbursement for the cost of forwarding the proxy materials in
accordance with customary practice. The Company has retained Corporate Investor
Communications, Inc. to aid in the solicitation of proxies, including the
soliciting of proxies from brokerage firms, banks, nominees, custodians and
fiduciaries, for a fee not anticipated to exceed $6,000 plus expenses. Your
cooperation in promptly signing and returning the enclosed proxy will help to
avoid additional expense.

At December 2, 1996, the Company had outstanding 46,989,194 shares of
Common Stock, and there were no outstanding shares of any other class of stock.
Only shareholders of record at the close of business on
<PAGE> 4

December 2, 1996, will be entitled to notice of, and to vote at, the Annual
Meeting. Each share of Common Stock outstanding on the record date entitles the
holder thereof to one vote on each matter to be voted upon by shareholders at
the Annual Meeting.

A majority of the votes entitled to be cast by shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum. The Inspector of Election
appointed by the Board of Directors shall determine the shares represented at
the meeting and the validity of proxies and ballots, and shall count all votes
and ballots. The voting requirements and procedures described below are based
upon provisions of the Wisconsin Business Corporation Law, the Company's charter
documents and any other requirements applicable to the matters to be voted upon.

Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a shareholders meeting at which a quorum is
present. "Plurality" means that the individuals who receive the largest number
of votes are elected as directors up to the maximum number of directors to be
chosen in the election. Therefore, any shares not voted, whether by withheld
authority, broker non-vote or otherwise, have no effect in the election of
directors except to the extent that the failure to vote for an individual
results in another individual receiving a larger number of votes.

If a quorum exists, the affirmative vote of a majority of the votes cast
thereon will be required for approval of the amendments to the Sybron
International Corporation Senior Executive Incentive Compensation Plan. Because
neither abstentions nor broker non-votes are considered votes cast, neither will
have an effect on the voting for this proposal.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of the outstanding shares of Common Stock as of December 2, 1996, by
persons known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, by nominees for director and directors of the Company,
by the executive officers named in the Summary Compensation Table, and by all
directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------
NAME AND ADDRESS NUMBER OF PERCENT
OF OWNER(A) SHARES OWNED OF CLASS
---------------------------------------------------------- ------------ --------
<S> <C> <C>
A I M Management Group Inc.(b)............................ 4,809,100 10.2%
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
Denver Investment Advisors LLC(c)......................... 2,581,140 5.5%
1225 17th Street, 26th Floor
Denver, Colorado 80202
Harris Associates, Inc.(d)................................ 3,107,100 6.6%
Two North LaSalle Street
Chicago, Illinois 60602-3790
Don H. Davis, Jr.(e)...................................... 23,000 *
Robert B. Haas(e)......................................... 1,772,454 3.8%
Thomas O. Hicks(e)........................................ 2,111,232 4.5%
Joe L. Roby(e)............................................ 100,808 *
Richard W. Vieser(e)...................................... 69,442 *
Kenneth F. Yontz(f)....................................... 1,212,610 2.6%
Dennis Brown(g)........................................... 250,309 *
David T. Della Penta(h)................................... 205,747 *
R. Jeffrey Harris(i)...................................... 325,618 *
</TABLE>

2
<PAGE> 5

- ---------------
* Represents less than 1% of the class.

(a) Except as otherwise indicated, each person has the sole power to vote and
dispose of all shares listed opposite his or its name.

(b) A I M Management Group Inc. has indicated shared voting power and shared
investment power with respect to all of the shares of Common Stock reported.

(c) Denver Investment Advisors LLC has indicated sole voting power with respect
to 1,806,300 of the shares, no voting power with respect to 774,840 of the
shares, sole investment power with respect to 2,577,600 of the shares and
shared investment power with respect to 3,540 of the shares of Common Stock
reported.

(d) Harris Associates L.P. has indicated shared voting power with respect to all
of the shares, shared investment power with respect to 17,100 of the shares
and sole investment power with respect to 3,090,000 of the shares of Common
Stock reported.

(e) Includes, for each of Messrs. Davis, Haas, Hicks, Roby and Vieser, 18,000
shares of Common Stock issuable upon the exercise of stock options granted
to each of them pursuant to the Company's Amended and Restated 1994 Outside
Directors' Stock Option Plan. With respect to Mr. Haas, 1,200,000 of the
shares of Common Stock reported are held in a family limited partnership
trust of which Mr. Haas is general partner.

(f) Mr. Yontz has shared investment power with respect to 389 of the shares of
Common Stock reported. Includes 288,270 shares of Common Stock issuable upon
the exercise of outstanding employee stock options held by Mr. Yontz.

(g) Mr. Brown has shared investment power with respect to 266 of the shares of
Common Stock reported. Includes 250,043 shares of Common Stock issuable upon
the exercise of outstanding employee stock options held by Mr. Brown.

(h) Mr. Della Penta has shared investment power with respect to 468 of the
shares of Common Stock reported. Includes 135,957 shares of Common Stock
issuable upon the exercise of outstanding employee stock options held by Mr.
Della Penta.

(i) Mr. Harris has shared investment power with respect to 446 of the shares of
Common Stock reported. Includes 107,475 shares of Common Stock issuable upon
the exercise of outstanding employee stock options held by Mr. Harris.

(j) Mr. Jellinek has shared investment power with respect to 313 of the shares
of Common Stock reported. Includes 30,600 shares of Common Stock issuable
upon the exercise of outstanding employee stock options held by Mr.
Jellinek.

(k) Mr. Pickrell has shared investment power with respect to 475 of the shares
of Common Stock reported. Includes 100,132 shares of Common Stock issuable
upon the exercise of outstanding employee stock options held by Mr.
Pickrell.

(l) Includes (i) 1,068,099 shares of Common Stock issuable upon the exercise of
outstanding stock options held by the directors and executive officers as a
group, and (ii) 2,734 shares as to which there is shared investment power.

The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as required for purposes of
this Proxy Statement; accordingly, it includes shares of Common Stock that are
issuable upon the exercise of stock options exercisable within 60 days of
December 2, 1996. Such information is not necessarily to be construed as an
admission of beneficial ownership for other purposes.

3
<PAGE> 6

ELECTION OF DIRECTORS

Action will be taken at the Annual Meeting for the election of two
directors to serve as Class II directors until the 2000 annual meeting of
shareholders and until their respective successors are duly elected and
qualified. The election shall be determined by a plurality vote duly cast. It is
intended that the persons named in the proxy card will vote FOR the election of
the two nominees listed below, unless instructions to the contrary are given
therein. The two nominees have indicated that they are able and willing to serve
as directors. However, if some unexpected occurrence should require the
substitution of some other person or persons for either or both of the nominees,
it is intended that the proxies will vote FOR such substitute nominees as the
Board of Directors may designate.

The following table sets forth the principal occupations (for at least the
last five years) and directorships of the two nominees in Class II and of the
four directors whose terms of office will continue after the Annual Meeting.

<TABLE>
<CAPTION>
DIRECTOR OF
PRINCIPAL OCCUPATION COMPANY
NAME(1) AND DIRECTORSHIPS AGE SINCE
- --------------------- -------------------------------------------------------- --- -----------
<S> <C> <C> <C>
Nominees for election as Class II Directors, whose terms will expire in 2000:
Thomas O. Hicks Actively involved in private investments since 1970, 50 1987
specializing in leveraged buyouts; currently serves as
Chairman of the Board and Chief Executive Officer of
Hicks, Muse, Tate & Furst Incorporated (an investment
firm specializing in strategic investments and
leveraged acquisitions). Director of Chancellor
Broadcasting Company, Neodata Corporation, Berg
Electronics, Inc., DAC Vision, Inc. and Olympus Real
Estate Corporation.
Robert B. Haas Actively involved in private investments since 1978, 49 1987
specializing in leveraged buyouts and venture capital
investments; currently serves as Chairman of the Board
and Chief Executive Officer of Haas Wheat & Partners
Incorporated (private investment firm specializing in
leveraged acquisitions). Director of Specialty Foods
Acquisition Corporation, Specialty Foods Corporation,
Playtex Products, Inc. and Smarte Carte Corporation.
Class III Directors, whose terms will expire in 1998:
Kenneth F. Yontz President and Chief Executive Officer of the Company 52 1987
since October 14, 1987; Chairman of the Board since
December 3, 1987; President and Chief Executive
Officer of the company formerly known as Sybron
Corporation and acquired by the Company in 1987 (the
"Acquired Company") from February 27, 1986 until
September 30, 1992; director of the Acquired Company
from February 27, 1986 to March 31, 1988; previously
Group Vice President and Executive Vice President of
the Allen-Bradley Company. Director of Berg
Electronics, Inc., Playtex Products, Inc. and Thompson
Minwax Co.
</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
DIRECTOR OF
PRINCIPAL OCCUPATION COMPANY
NAME(1) AND DIRECTORSHIPS AGE SINCE
- --------------------- -------------------------------------------------------- --- -----------
<S> <C> <C> <C>
Joe L. Roby Chief Operating Officer of Donaldson, Lufkin & Jenrette, 57 1989
Inc. ("DLJ") (an investment banking firm) since
November 1995, and President of DLJ since February,
1996; Chairman of the Investment Banking Group of
Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC") (a subsidiary of DLJ) from 1989 to November
1995; Managing Director of DLJSC from 1984 to November
1995. Director of DLJ and Advanced Micro Devices, Inc.
Class I Directors, whose terms will expire in 1999:
Don H. Davis, Jr. President and Chief Operating Officer of Rockwell 57 1992
International Corporation (developer of advanced
manufacturing technology) since January 1995;
Executive Vice President and Chief Operating Officer
of Rockwell International Corporation, 1994 to 1995;
Senior Vice President and President, Automation,
Rockwell International Corporation, 1993 to 1994;
President of Allen-Bradley Company (manufacturer of
industrial automation control and information systems
and a wholly owned subsidiary of Rockwell
International Corporation) from 1989 to 1994. Director
of Rockwell International Corporation and INGRAM MICRO
INC.
Richard W. Vieser Served as President and Chief Operating Officer of 69 1992
McGraw-Edison Company from April 1984 through June
1985; Chairman and Chief Executive Officer of FL
Industries, Inc. (a diversified manufacturing company)
from June 1985 to December 1989; Chairman and Chief
Executive Officer of FL Aerospace (also a diversified
manufacturing company, formerly known as Midland-Ross
Corporation) from September 1986 to December 1989; and
Chairman, President and Chief Executive Officer of
Lear Siegler, Inc. (a diversified manufacturing
company) from March 1987 to December 1989. Director of
Berg Electronics, Inc., Ceridian Corporation (formerly
Control Data Corporation), Dresser Industries, Inc.,
Global Industrial Technologies, Inc. (formerly
INDRESCO Inc.), Varian Associates, Inc. and
International Wire Group, Inc.
</TABLE>

- ---------------
(1) See "Committees and Meetings of the Board of Directors" for memberships on
Board committees.

SHAREHOLDERS AGREEMENT

Effective on May 14, 1992, the Company entered into a Shareholders
Agreement with Hicks & Haas Incorporated, H&H/Sybron Partners, L.P. (the general
partner of which is Hicks & Haas Incorporated), DLJ Capital Corporation (an
affiliate of DLJSC and former beneficial owner of more than 5% of the
outstanding shares of Company Common Stock), Messrs. Hicks and Haas, and certain
of the executive officers of the Company (including the Presidents of certain
operating subsidiaries). The Shareholders Agreement grants to the parties
thereto (other than the Company) certain rights to sell a portion of the shares
of Common Stock owned by the parties as part of certain transfers by any other
party thereto and grants certain rights of first refusal (including to the
Company) with respect to certain transfers by the parties thereto. Such
agreement also grants certain demand and piggy-back registration rights to the
parties thereto.

5
<PAGE> 8

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Company has the following standing committees of the Board of
Directors, whose present members are as identified below:

Messrs. Vieser, Roby, Haas and Davis serve as members of the Audit
Committee. During the fiscal year ended September 30, 1996, this committee met
twice. The Audit Committee is responsible for supervising the work of the
Company's independent auditors and reporting to the Board of Directors thereon.

Messrs. Haas, Hicks, Davis and Vieser serve as members of the
Compensation/Stock Option Committee. During the fiscal year ended September 30,
1996, this committee met four times. The Compensation/Stock Option Committee is
responsible for making recommendations to the Board of Directors concerning
compensation of the Company's employees, officers and directors, and is
authorized to determine the compensation of executive officers of the Company.
The Compensation/Stock Option Committee is authorized to administer the various
incentive plans of the Company and has all of the powers attendant thereto,
including the power to grant employee stock options and shares of restricted
stock thereunder.

The Board of Directors had a Finance Committee and a Nominating Committee
until they were abolished in January 1996. These committees were abolished
because they did not have occasion to meet since the time they were first
formed. At the time they were abolished, the Finance Committee's members were
Messrs. Yontz, Roby, Davis and Hicks, and the Nominating Committee's members
were Messrs. Yontz, Roby, Davis and Vieser.

During the fiscal year ended September 30, 1996, the Board of Directors met
five times. No member of the Board of Directors attended fewer than 75% of the
total number of meetings held by the Board of Directors and the committees on
which he served except Don H. Davis, who was unable to attend one meeting of the
Board of Directors and of each committee on which he served, which meetings were
all held on the same day.

SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES

The Bylaws of the Company provide that any shareholder of record who shall
be entitled to vote for the election of directors at a meeting called for such
purpose may nominate persons for election to the Board of Directors subject to
the following notice requirements.

A shareholder desiring to nominate a person or persons for election to the
Board of Directors must send a written notice to the Secretary of the Company
setting forth (a) the name and address of the shareholder who intends to make
the nomination(s) and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record or a beneficial holder
of stock of the Company entitled to vote at the meeting (including the number of
shares the shareholder owns and the length of time the shares have been held)
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
relationships, arrangements and understandings between the shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder; (d)
such other information regarding each nominee proposed by such shareholder as
would have been required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission (whether or not such
rules are applicable) had each nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the written consent of each
nominee to serve as a director of the Company if so elected, with such written
consent attached thereto.

To be timely, such notice must be delivered to or mailed and received at
the principal executive offices of the Company (i) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting (any time from October 24,
1997 to and including November 23, 1997, with respect to the 1998 annual
meeting) or (ii) in the event that the date of the annual meeting is changed by
more than 30 days from such anniversary date and in the case of a special
meeting, notice must be so received not later than the close of business on the
tenth day following the earlier of the day

6
<PAGE> 9

on which notice of the date of the meeting was mailed or on which public
disclosure of the meeting date was made.

DIRECTORS' COMPENSATION

Directors of the Company are entitled to reimbursement of their reasonable
out-of-pocket expenses in connection with their travel to and attendance at
meetings of the Board of Directors or committees thereof. In addition, during
fiscal 1997 each director of the Company who is not also an officer or employee
of the Company (an "Outside Director") will receive an annual retainer of
$18,000, and a fee of $1,000 for each meeting of the Board of Directors at which
such director is present. Each Outside Director who is a member of a committee
of the Board of Directors will also receive a fee of $750 for each meeting of
such committee at which such director is present. For fiscal 1996, those fees
were also $18,000, $1,000 and $750, respectively. In addition, each person
serving as an Outside Director is entitled to receive an option each year to
purchase 6,000 shares of Company Common Stock pursuant to the terms of the
Sybron International Corporation Amended and Restated 1994 Outside Directors'
Stock Option Plan.

7
<PAGE> 10

SHAREHOLDER RETURN COMPARISON

The graph below sets forth the cumulative total shareholder return on
Company Common Stock from May 7, 1992 (the date on which the Company's Common
Stock was first publicly traded) through September 30, 1996, as compared to the
returns of the Standard & Poor's 500 Stock Index and the Standard & Poor's
Health Care Composite Index. The graph assumes that $100 was invested on May 7,
1992 in Company Common Stock and in each of the two Standard & Poor's indices,
and that, as to such indices, dividends were reinvested. The Company has not,
since its inception, paid any dividends on its Common Stock.

COMPARISON OF CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P HEALTH
(FISCAL YEAR COVERED) SYBRON S&P 500 CARE
<S> <C> <C> <C>
5/7/92 100.00 100.00 100.00
9/92 132.10 102.00 92.50
3/93 162.50 111.80 83.00
9/93 199.10 115.20 79.80
3/94 228.60 113.40 78.70
9/94 246.40 119.40 96.50
3/95 257.10 131.00 110.70
9/95 287.50 154.60 138.00
3/96 350.00 172.60 162.70
9/96 406.00 177.90 173.60
</TABLE>

COMPENSATION/STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Compensation/Stock Option Committee of the Board of Directors (the
"Committee") is responsible for analyzing and approving the Company's general
compensation policies and for making specific compensation decisions with
respect to the Company's executive officers. The Committee is comprised of the
individuals listed at the end of this Report, each of whom is currently an
Outside Director.

COMPENSATION PHILOSOPHY

The general philosophy of the Company's executive compensation program is
to offer its key executives competitive compensation based on both the Company's
performance and on the employee's individual contribution and performance. The
Company's executive compensation policies are intended to motivate and reward
highly qualified executives for long-term strategic management and the
enhancement of shareholder value, support a performance-oriented environment
that rewards achievement of internal Company goals which are designed to be
consistent with the interests of shareholders, and attract and retain executives
whose abilities are critical to the long-term success and competitiveness of the
Company.

8
<PAGE> 11

The Company's executive compensation program consists of three main
components:

- Base Salary

- Annual Cash Bonus Incentives

- Stock Incentives

BASE SALARY

In September of each year, the Committee meets to consider and finalize
executive officer base salaries for the following calendar year. In setting such
salaries, the Committee considers competitive market data, the relevant impact
of each executive's performance on the future growth and success of the Company,
the complexity of the Company's businesses in which the executive is involved,
the overall economic environment and such other factors as the Committee may
deem relevant to the particular executive. With respect to the four executives
who are the presidents of, and directly responsible for managing, the Company's
principal operating subsidiaries, the Committee also considers the nature and
complexity of each executive's subsidiary's operations, each executive's
subsidiary's contribution to the Company in terms of sales volume and earnings,
the nature and number of the foreign operations for which the executive is
responsible, and the relevant impact of the performance of the executive's
operating subsidiary on the future growth and success of the Company.

In light of the factors set forth above, when setting base salaries for
calendar 1996 the Committee used as its reference point salaries in the 75th and
95th percentiles for executives in companies with sales volumes comparable to
that of the Company or the relevant subsidiaries of the Company. The competitive
market data examined by the Committee consisted of a linear regression analysis
of survey data summarizing compensation information with respect to
approximately 339 United States corporations having sales volumes between $100
million and $152 billion. This group of companies differs from the S&P Health
Care Composite Index reflected in the Company's performance graph contained
elsewhere in this Proxy Statement. The market survey, prepared by a national
compensation consulting firm, synthesized information concerning a total of
18,321 executives in multiple industries. Because the consultant's industry
survey which focused on executives in the health care field contained what both
the Committee and the consultant believed to be a statistically insignificant
sample, the Committee chose to utilize the broader survey described above.

The Committee increased executive officers' base salaries for calendar year
1996 by an average of 9.8% (inclusive of grade level reclassifications for all
executive officers except Mr. Yontz). The average increase for 1996 reflected in
the survey data was 6.0%. The base salary paid to the Chief Executive Officer
for fiscal year 1996 was $590,000 (which incorporates portions of his calendar
year salaries for both 1995 and 1996), representing a 7% increase over fiscal
year 1995. In setting Mr. Yontz's salary the Committee applied the same analysis
as it did with respect to all other executive officers, as described above.

ANNUAL CASH BONUS INCENTIVES

Annual cash bonuses for executive officers are intended to reflect the
Committee's belief that a significant portion of the annual compensation of each
executive officer should be contingent upon the financial performance of the
Company. During 1994, the Committee redesigned the Company's executive
compensation program to place a greater emphasis on performance based
compensation and to improve the alignment of internal financial goals,
year-over-year earnings growth, enhancement of shareholder value and executive
incentives. The Senior Executive Incentive Compensation Plan (the "Incentive
Plan"), which was approved by shareholders on January 25, 1995, is a component
of the redesigned program. The Incentive Plan became effective for the Company's
1995 fiscal year, replacing the previous annual incentive plan under which
bonuses were dependent solely upon actual Company performance versus budgeted
performance. The Incentive Plan has a budget component which preserves the
benefits of the budget discipline, but also has an earnings growth component to
provide a tangible, direct link between management incentives and the
expectations of the investment community. There are minimum levels of financial
performance set by the Committee for bonuses to be triggered, and individual
awards depend upon salary grades and the extent to which the goals are exceeded.
With respect to the budget component, a participant can earn up to 100% of his
or her target award

9
<PAGE> 12

by attaining set working capital and operating income targets. With respect to
the earnings growth component, once a minimum hurdle growth rate of 8% over the
previous year's operating income is reached, a participant can earn an
additional bonus amount dependent solely upon the actual rate of year-over-year
earnings growth that is achieved. As described in more detail elsewhere in this
Proxy Statement, the Incentive Plan was amended during fiscal 1996 (subject to
shareholder approval at the 1997 Annual Meeting) to, among other things,
incorporate an individual maximum award limitation as described later in this
report under the heading "Section 162(m)."

The Company's 1996 fiscal year was another excellent performance year. As a
result, the Chief Executive Officer earned a fiscal year 1996 incentive award
equal to 133.1% of his calendar year base salary calculated in accordance with
the bonus formula described above (without giving effect to the proposed
amendments). A portion of his award has been deferred by the Committee, as set
forth below under the heading "Section 162(m)." Other executive officers
eligible under the Incentive Plan received fiscal 1996 awards ranging from 76%
to 146% of their base salaries depending on their specific grade levels and the
success factor applied to the individual subsidiary (or consolidated) financial
performance results.

A further description of the Incentive Plan and the method by which awards
are determined thereunder is set forth under "Proposal to Amend the Sybron
International Corporation Senior Executive Incentive Compensation Plan" included
elsewhere in this Proxy Statement. The full text of the Incentive Plan is
attached as Exhibit A to this Proxy Statement. The Incentive Plan was originally
designed to qualify the performance-based compensation paid thereunder for
exclusion from the $1 million limit on deductible executive compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (hereinafter,
"Section 162(m)"). As a result of the promulgation in 1996 of final regulations
under Section 162(m), the lack of a limitation on awards under the Incentive
Plan caused fiscal 1996 awards to be ineligible for exclusion from the $1
million limit on deductibility. The Incentive Plan was therefore amended to,
among other things, incorporate an individual maximum award limitation. In order
to satisfy the shareholder approval requirements of Section 162(m), the Company
is asking the shareholders to approve the amendments to the Incentive Plan at
the 1997 Annual Meeting.

STOCK INCENTIVES

At the Company's Annual Meeting held on January 25, 1995, the Company's
shareholders approved the Sybron International Corporation Amended and Restated
1993 Long-Term Incentive Plan (the "Stock Plan"), under which incentive stock
options, non-qualified stock options and restricted stock may be granted to
executive officers and other key employees of the Company. The Committee views
stock-based compensation as a critical incentive component of the Company's
overall executive compensation program.

As part of the Committee's redesign of the Company's executive compensation
program in 1994, the Stock Plan was amended to address the plan's limitations in
motivating the Company's executive officers and to complement the Incentive Plan
by increasing the amount of options which could be granted to executive officers
in order to provide the opportunity for such executives to realize significant
gains in the future should earnings growth and stock price expectations be
realized. In accordance with the Committee's program, during fiscal 1994 and
1995 nonqualified stock options to purchase a total of 1,000,000 shares of
Company Common Stock were granted to executive officers of the Company pursuant
to the Stock Plan, and the executive officers were rendered ineligible to
receive option grants under the Company's broader annual grant program for key
executives until the last of the grants made to executive officers are fully
vested (i.e., May 24, 1999). As a result, other than one executive (not the CEO)
who received a special option grant covering 60,000 shares because of an
increase in responsibilities resulting from the consolidation of certain
businesses, no stock option grants were made to executive officers during fiscal
1996.

Typically, options granted under the Stock Plan vest in equal annual
installments on each of the first four anniversaries following the grant date
(provided the optionee is still an employee of the Company at that time and
provided further that vesting is accelerated upon the optionee's retirement).
Such options are generally granted with an exercise price equal to the market
value of the Company's Common Stock on the date of the

10
<PAGE> 13

grant, thus serving to focus the optionees' attention on managing the Company
from the perspective of an owner with an equity stake in the business.

SECTION 162(M)

Section 162(m) limits, to $1 million, the deductibility by a publicly-held
corporation of compensation paid in a taxable year to an individual who, on the
last day of the taxable year, was (i) the Chief Executive Officer or (ii) among
the four highest compensated executive officers whose compensation is required
to be reported in the Summary Compensation Table. Qualified performance-based
compensation is not subject to the deduction limit if certain conditions are
met. The Committee has taken the steps necessary to satisfy those conditions in
order to preserve the deductibility of executive compensation to the fullest
extent possible consistent with its other compensation objectives and overall
compensation philosophy. One of the conditions is shareholder approval of the
Company's performance-based compensation plans. At the 1995 Annual Meeting, the
Company's shareholders considered, voted upon and approved the current version
of the Incentive Plan and the Stock Plan. Another of the conditions is inclusion
in each performance-based compensation plan of a limitation on the maximum award
available to each participant for each plan year. The Stock Plan contains such a
limitation. As described in further detail elsewhere in this Proxy Statement,
such a limitation is the subject of one of the amendments to the Incentive Plan
proposed for shareholder approval at the 1997 Annual Meeting.

In light of the Company's excellent performance during fiscal 1996, the
incentive award earned by the Chief Executive Officer pursuant to the Incentive
Plan formula referenced above would have caused Mr. Yontz's overall compensation
to exceed the $1 million deductibility limitation (since the lack of an award
limitation caused fiscal 1996 incentive awards not to be eligible for the
performance-based compensation exception). The terms of the Incentive Plan
specifically grant the Committee discretion, in the event of special
circumstances of an unusual or significant nature outside the course of normal
business operations, to reduce the amount of an incentive award when such
adjustment better serves the integrity, purpose and fairness of the plan. When
originally adopted, one of the purposes of the Incentive Plan was to ensure the
availability under Section 162(m) of a tax deduction for amounts awarded
pursuant to the plan. But for the lack of shareholder approval of the award
limitation amendment described above, such deductibility would have been
preserved for the fiscal 1996 award earned by Mr. Yontz. The Committee therefore
concluded that the purposes of the Incentive Plan would be better served if a
portion of Mr. Yontz's fiscal 1996 award were deferred in order to preserve for
the Company the full tax deduction for the amount paid. Therefore, the Committee
elected to defer (for payment in fiscal 1997) that portion of the incentive
award ($479,823) which causes Mr. Yontz's overall compensation for fiscal 1996
to be over $1 million.

COMPENSATION/STOCK OPTION COMMITTEE

Robert B. Haas, Chairman
Thomas O. Hicks
Don H. Davis, Jr.
Richard W. Vieser

11
<PAGE> 14

EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

The following table summarizes certain information for each of the last
three fiscal years concerning the compensation awarded or paid to or earned by
the Company's Chief Executive Officer and each of the Company's other five most
highly compensated executive officers who were serving as executive officers at
the end of fiscal 1996 (collectively, the "named executive officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
AWARDS
----------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
-------------------------------- RESTRICTED UNDERLYING -------
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
POSITION YEAR ($)(1) ($)(2) ($) ($) (#)(3) ($) ($)(4)
- ------------------------------- ---- ------- ------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth F. Yontz,.............. 1996 590,000 318,777(5) 87,559(6) 0 0 0 3,664
Chairman of the Board, 1995 551,250 554,400 73,996(6) 0 394,940 0 2,700
President
and Chief Executive Officer 1994.. 518,438 480,375 57,722(6) 0 195,614 0 2,700
David T. Della Penta........... 1996 287,500 411,840 37,624(7) 0 60,000 0 4,258
President and Chief Executive 1995 239,000 99,750 36,328(7) 0 176,260 0 2,399
Officer of the Company's 1994 203,500 135,960 31,717(7) 0 176,758 0 4,138
subsidiary, Nalge Nunc
International Corporation
Frank H. Jellinek, Jr.......... 1996 256,250 380,016 53,171(8) 0 0 0 3,664
President of the Company's 1995.. 242,000 204,477 49,060(8) 0 172,760 0 2,405
subsidiary, Erie Scientific 1994.. 230,750 167,760 41,200(8) 0 86,816 0 2,225
Company
Floyd W. Pickrell, Jr.......... 1996 321,250 299,000 26,625(9) 0 0 0 3,575
President of the Company's 1995 306,000 303,552 32,125(9) 0 218,680 0 2,376
subsidiary, Sybron Dental 1994 290,500 264,600 19,783(9) 0 109,546 0 3,658
Specialties, Inc.
R. Jeffrey Harris.............. 1996 225,000 233,772 41,205(10) 0 0 0 3,964
Vice President -- General 1995 206,063 147,420 28,068(10) 0 148,120 0 2,769
Counsel and Secretary 1994.. 191,938 117,308 33,120(10) 0 72,378 0 4,863
Dennis Brown................... 1996 225,000 233,772 45,281(11) 0 0 0 4,131
Vice President -- Finance 1995 205,000 147,420 78,871(11) 0 148,120 0 3,049
and Chief Financial Officer 1994 186,250 114,741 29,593(11) 0 230,794 0 3,590
</TABLE>

- ---------------
(1) The salary amounts set forth include amounts deferred at the named
executive officer's option through contributions to the Sybron
International Corporation Savings and Thrift Plan (the "Savings Plan").

(2) Consists of bonuses earned during 1996 and 1995 pursuant to the Sybron
International Corporation Senior Executive Incentive Compensation Plan and
during 1994 pursuant to the Sybron International Corporation Annual
Executive Incentive Compensation Plan, which amounts were either paid as
soon as practicable following the beginning of the next fiscal year or
deferred pursuant to the Sybron International Corporation Deferred
Compensation Plan.

(3) Consists entirely of stock options. The numbers of shares set forth herein
have been adjusted to reflect the Company's 2-for-1 stock split on December
15, 1995.

(4) Consists entirely of employer contributions to the Savings Plan allocated
to the account of the named executive officer.

(5) The total bonus earned by Mr. Yontz for fiscal 1996 was $798,600. As
described in "Compensation/Stock Option Committee Report on Executive
Compensation -- Section 162(m)" herein, the

12
<PAGE> 15

bonus earned by Mr. Yontz for fiscal 1996 was deferred by the Committee to
the extent such bonus exceeded the amount able to be deducted by the
Company for federal income tax purposes in the 1996 taxable year. The
amount deferred was $479,823.

(6) For 1996, includes $27,447 for executive life insurance (including tax
gross-up payments), $25,223 for an executive car and related expenses
(including tax gross-up payments), $9,748 for club memberships, $8,500 for
financial planning services and $16,641 for personal use of Company
aircraft. For 1995, includes $27,447 for executive life insurance
(including tax gross-up payments), $24,130 for an executive car and related
expenses (including tax gross-up payments), $9,219 for club memberships and
$13,200 for financial planning. For 1994, includes $15,071 for executive
life insurance, $25,269 for an executive car and related expenses
(including tax gross-up payments), $7,382 for club memberships and $10,000
for financial planning services.

(7) For 1996, includes $11,436 for executive life insurance (including tax
gross-up payments), $22,268 for an executive car and related expenses
(including tax gross-up payments) and $3,920 for club memberships. For
1995, includes $11,435 for executive life insurance (including tax gross-up
payments), $20,742 for an executive car and related expenses (including tax
gross-up payments), $3,901 for club memberships and $250 for financial
planning services. For 1994, includes $6,182 for executive life insurance,
$20,742 for an executive car and related expenses (including tax gross-up
payments), $3,493 for club memberships and $1,300 for financial planning
services.

(8) For 1996, includes $13,559 for executive life insurance (including tax
gross-up payments), $31,073 for an executive car and related expenses
(including tax gross-up payments), $5,200 for financial planning services
and $3,339 for personal use of Company aircraft. For 1995, includes $13,559
for executive life insurance (including tax gross-up payments), $30,748 for
an executive car and related expenses (including tax gross-up payments),
$495 for an executive physical and $4,258 for financial planning services.
For 1994, includes $8,000 for executive life insurance, $28,600 for an
executive car and related expenses (including tax gross-up payments) and
$4,600 for financial planning services.

(9) For 1996, includes $11,983 for executive life insurance (including tax
gross-up payments), $12,539 for an executive car and related expenses
(including tax gross-up payments) and $2,103 for club memberships. For
1995, includes $11,983 for executive life insurance (including tax gross-up
payments), $12,925 for an executive car and related expenses (including tax
gross-up payments), $6,769 for club memberships and $448 for an executive
physical. For 1994, includes $6,646 for executive life insurance and
$13,137 for an executive car and related expenses (including tax gross-up
payments).

(10) For 1996, includes $6,374 for executive life insurance (including tax
gross-up payments), $19,778 for an executive car and related expenses
(including tax gross-up payments), $6,346 for club memberships, $7,429 for
financial planning services and $1,278 for personal use of Company
aircraft. For 1995, includes $6,374 for executive life insurance (including
tax gross-up payments), $17,756 for an executive car and related expenses
(including tax gross-up payments) and $3,938 for club memberships. For
1994, includes $3,500 for executive life insurance, $18,895 for an
executive car and related expenses (including tax gross-up payments),
$4,725 for club memberships and $6,000 for financial planning services.

(11) For 1996, includes $18,833 for executive life insurance (including tax
gross-up payments), $18,085 for an executive car and related expenses
(including tax gross-up payments), $7,513 for club memberships and $850 for
financial planning services. For 1995, includes $18,833 for executive life
insurance (including tax gross-up payments), $16,163 for an executive car
and related expenses (including tax gross-up payments), and $43,875 for
club memberships. For 1994, includes $10,778 for executive life insurance,
$17,255 for an executive car and related expenses (including tax gross-up
payments) and $1,560 for club memberships.

13
<PAGE> 16

STOCK OPTIONS

The following tables set forth certain information concerning individual
grants of options to purchase Company Common Stock made to the named executive
officers during fiscal 1996 and individual exercises of stock options by the
named executive officers during fiscal 1996, including the number and value of
options outstanding at the end of fiscal 1996 for each of the named executive
officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
- ------------------------------------------------------------------------------------ VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS/SARS FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
- ---------------------------- ------------ ------------ ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kenneth F. Yontz............ 0 0 -- -- -- --
David T. Della Penta........ 60,000 7.9% 23.094 1/26/2006 871,422 2,208,353
Frank H. Jellinek, Jr. ..... 0 0 -- -- -- --
Floyd W. Pickrell, Jr. ..... 0 0 -- -- -- --
R. Jeffrey Harris........... 0 0 -- -- -- --
Dennis Brown................ 0 0 -- -- -- --
</TABLE>

- ---------------
(1) Consists entirely of nonqualified stock options granted pursuant to the
Sybron International Corporation Amended and Restated 1993 Long-Term
Incentive Plan (the "Stock Plan"). The Stock Plan is administered by the
Compensation/Stock Option Committee of the Board of Directors (the
"Committee") which designates the persons to be granted options, the type of
option, the number of underlying shares, the exercise price, the date of
grant and the date options are first exercisable. These options were granted
with exercise prices equal to 100% of the fair market value of Sybron Common
Stock on the date of grant. Each option becomes exercisable in cumulative
installments of one-fourth of the shares on each of the first four
anniversaries of the date of grant (i.e., 25% on January 26, 1997, 25% on
January 26, 1998, 25% on January 26, 1999 and 25% on January 26, 2000). Upon
a "change in control" of the Company, the options shall become immediately
exercisable. Unless earlier terminated, these options expire ten years from
the date of grant. In the discretion of the Committee, the exercise price
may be paid by delivery of already owned shares and tax withholding
obligations related to exercise may be satisfied by withholding shares
otherwise deliverable upon exercise, subject to certain conditions. The
Committee has the power, subject to the limitations of the Stock Plan, to
amend the terms and conditions of any outstanding stock option to the extent
such terms and conditions are within the discretion of the Committee as
provided in the Stock Plan.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END(#) FISCAL YEAR-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth F. Yontz....... 0 0 218,598 401,364 2,827,019 4,312,242
David T. Della Penta... 75,543 702,368 65,571 283,464 795,892 3,162,369
Frank H. Jellinek,
Jr. ................. 68,196 570,749 0 176,280 0 2,132,436
Floyd W. Pickrell,
Jr. ................. 105,943 1,012,154 62,566 246,805 898,756 3,095,011
R. Jeffrey Harris...... 0 0 81,403 150,007 1,052,102 1,812,617
Dennis Brown........... 70,000 1,027,221 184,167 264,067 2,582,289 3,537,044
</TABLE>

- ---------------
(1) Consists entirely of stock options.

14
<PAGE> 17

EMPLOYMENT CONTRACTS

Mr. Yontz, Mr. Brown, Mr. Harris and certain officers of the Company's
operating subsidiaries (Messrs. Pickrell, Jellinek, Della Penta and Randy A.
Hoff) have entered into employment contracts (the "Employment Contracts") with
the Company. Each of the Employment Contracts, except for Mr. Hoff's, provided
for an initial term which expired on December 31, 1993. The initial term of Mr.
Hoff's employment contract expires on December 31, 1997. Each of the Employment
Contracts provides that at the close of the initial term, and at the close of
each two-year term thereafter, the contract is extended for a two-year period
unless written notice of an intention not to renew the Employment Contract is
given to the other party thereto by either the employee or the Company at least
ninety days prior to the date the automatic extension otherwise would occur.
Each of the Employment Contracts also provides that upon a Change in Control (as
defined in the Employment Contract) the term shall automatically be extended for
a two-year period ending on the second anniversary of the Change in Control.
Pursuant to each of their respective Employment Contracts, these executive
officers have agreed to serve in their respective executive officer capacities,
and each is to devote his full time to the performance of his duties thereunder.
The Employment Contracts of Messrs. Yontz, Brown, Harris, Pickrell, Jellinek,
Della Penta and Hoff provide for 1996 base salaries of $600,000, $230,000,
$230,000, $325,000, $260,000, $300,000, and $180,000, respectively, which base
salaries are subject to annual merit increases at the discretion of the
Compensation/Stock Option Committee. In addition, these executives are entitled
to benefits customarily accorded executives of the Company and its subsidiaries,
including participation in the Company's Senior Executive Incentive Compensation
Plan. In the event of death or permanent disability, the executive, his
beneficiaries or estate, as the case may be, will be entitled to continue to
receive the executive's then current base salary for a period of twelve months
following the termination of employment as a result of such event. In addition,
each Employment Contract may be terminated at any time by the Board of Directors
for Cause (as defined in the Employment Contract). Each of the Employment
Contracts provides that if an event constituting a Change in Control shall have
occurred, the executive officer is entitled to receive a severance payment equal
to 2.99 times such officer's "Base Amount" as such term is defined under section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), upon
the termination of his employment with the Company or its subsidiaries unless
such termination is (i) because of death or retirement, (ii) by the Company or
any of its subsidiaries for total disability or Cause, or (iii) by such officer
other than for Good Reason (as defined in the Employment Contract). The Company
must require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to assume the Company's obligations pursuant to the
Employment Contracts, and any failure to obtain such assumption shall entitle
the executives to the same benefits they would receive if they terminated the
Employment Contracts on the date of succession for Good Reason following a
Change in Control. The Employment Contracts also subject the executives to
confidentiality obligations and contain restrictions on their competing with,
and soliciting clients and employees of, the Company for a period of one and
three years, respectively, following termination of the Employment Contract.

PENSION BENEFIT PLANS

Retirement Plan. The Company has a Retirement Security Plan (the
"Retirement Plan") for substantially all U.S. employees who are not covered by a
collective bargaining agreement, including its executive officers. The plan
combines several prior pension plans of the Acquired Company and is a "career
average" type plan. The benefit formula directly relates to annual salary,
length of service and Social Security covered compensation. To the extent that
pension benefits exceed the benefit limits and limits on covered compensation
imposed by the Employee Retirement Income Security Act of 1974, as amended, the
Company plans to make the appropriate payments under the unfunded pension plan
described below as they become due. The total compensation covered by the
Retirement Plan (including unfunded amounts) is the amount shown in the salary
and bonus columns of the Summary Compensation Table.

Annual pension benefits expected to be distributed upon retirement
(normally at age 65) to most executive officers of the Company, including the
named executive officers, are equal to the sum of past and future service
benefit formulas. Past service benefit (for service prior to January 1, 1987) is
an amount equal to the sum of (a) 0.0105 times the average annual pay for the
employee's final three years, up to the Social

15
<PAGE> 18

Security covered compensation for 1987, plus (b) 0.015 times the average annual
pay for the employee's final three years, in excess of the Social Security
covered compensation in 1987, which sum is multiplied by the total number of
years of credited service before January 1, 1987. The amount so calculated is
reduced by the amount of any benefit the participant is eligible to receive from
a prior pension plan or due to participation in any prior profit sharing plan.
Future service benefit (for service since January 1, 1987) for credited service
not in excess of 35 years is an amount equal to the sum of all future year
annual benefits calculated for each year as 0.0105 times annual pay up to the
Social Security covered compensation for that year, plus 0.015 times annual pay
in excess of the Social Security covered compensation for that year. Future
service benefit for credited service in excess of 35 years is an amount equal to
0.014 times a participant's annual salary for such year. The Company may from
time to time move the past service formula to a more current date which would
have the effect of increasing the amount of average compensation upon which
benefits are calculated.

The following table illustrates the projected annual pension benefits
payable for life (without provision for survivor pension) from the Retirement
Plan and, where applicable, the Unfunded Plan described below upon retirement at
age 65 to executive officers named in the Summary Compensation Table:

<TABLE>
<CAPTION>
PROJECTED
ANNUAL RETIREMENT ASSUMED FULL YEARS OF
NAME OF BENEFIT AT AGE ADDITIONAL YEARS SERVICE AS OF
INDIVIDUAL 65* OF SERVICE SEPT. 30, 1996
------------------------------------------------------------ ---------------- --------------
<S> <C> <C> <C>
Kenneth F. Yontz........................... $ 391,000 13 10
David T. Della Penta....................... 227,265 17 26
Frank H. Jellinek, Jr...................... 233,700 14 29
Floyd W. Pickrell, Jr...................... 190,912 15 23
R. Jeffrey Harris.......................... 194,790 24 11
Dennis Brown............................... 125,653 17 3
</TABLE>

- ---------------
* Assumes no salary increases.

As of December 31, 1985, the Acquired Company had purchased annuities to
cover past service benefits for all employees covered under the Salaried Pension
Plan of the Acquired Company through such date.

Unfunded Pension Plan. The Company currently maintains an unfunded,
non-qualified retirement plan providing benefits to employees of the Company in
excess of the limitations set forth under section 415 of the Code (the "Unfunded
Plan"). The individuals named in the Summary Compensation Table and executives
as a group are eligible to participate in the Unfunded Plan.

Under the Unfunded Plan, benefits are paid from general assets of the
Company. Participants are entitled to a monthly benefit upon their retirement
equal to the actuarial value of the benefit that would be payable to the
participant if the provisions of the Retirement Plan dealing with limits on
pensions pursuant to Code section 415 were inapplicable.

The compensation covered by the Unfunded Plan includes salary, bonus, and
deferred compensation payable to the participant for services rendered. The
compensation in the salary and bonus columns of the Summary Compensation Table,
above, includes each of these elements. For Mr. Yontz, the benefit was
calculated using his reported base salary of $590,000 and the total bonus earned
for fiscal 1996 of $798,600. Benefits under the Unfunded Plan are computed on a
straight-life annuity basis, and are subject to an offset of the actuarial value
of benefits payable to participants under the terms of the Retirement Plan.

PROPOSAL TO AMEND THE SYBRON INTERNATIONAL
CORPORATION SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

On January 25, 1995, the Company's shareholders approved the Senior
Executive Incentive Compensation Plan (the "Incentive Plan"). The Incentive Plan
as originally approved was designed to qualify performance-based compensation
paid thereunder for exclusion from the $1 million limitation on deductible
executive compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended (hereinafter, "Section 162(m)"). Following promulgation in 1996
of final regulations under Section 162(m),

16
<PAGE> 19

the lack of a limitation on individual maximum awards under the Incentive Plan
caused fiscal 1996 incentive awards not to be excluded from the $1,000,000 limit
on deductibility. The Company's Compensation/Stock Option Committee (the
"Committee") therefore proposed, and the Board of Directors adopted, certain
amendments to the Incentive Plan to ensure the availability to the Company under
Section 162(m) of a tax deduction for awards paid pursuant to the plan for
fiscal 1997 and beyond, and to provide for awards to be calculated based on the
salary grade level of a participant at the end of the applicable fiscal year.
The amendments to the Incentive Plan are subject to approval by the Company's
shareholders at the 1997 Annual Meeting. An amended and restated version of the
Incentive Plan is attached as Exhibit A to this Proxy Statement. THE BOARD OF
DIRECTORS RECOMMENDS THAT COMPANY SHAREHOLDERS VOTE FOR APPROVAL OF THE
AMENDMENTS TO THE INCENTIVE PLAN. The affirmative vote of the holders of a
majority of the votes cast thereon is required for shareholder approval.

BACKGROUND

The principal objectives of the Incentive Plan are to (i) emphasize
performance-based compensation, (ii) align internal financial goals,
year-over-year earnings growth, enhancement of shareholder value and executive
incentives, and (iii) assist in attracting and retaining qualified managerial
employees by providing a total compensation opportunity competitive with the
marketplace.

Formerly, the Committee viewed annual cash bonuses for executive officers
as an instrument to tie a significant portion of the annual compensation of an
executive officer to the financial performance of the Company as measured
against budget. In early fiscal 1994, the Committee began a review to determine
whether the Company's incentive compensation should be better aligned with the
expectations of the investor community, which focuses on year-over-year earnings
growth rather than performance against budget. The Committee was concerned that
the Company's previous bonus plan did not motivate executive officers to
concentrate on consistent and superior earnings growth for the benefit of
shareholders in that bonuses under that Plan were dependent only upon
performance measured against budgets.

As a result, the Committee adopted the Incentive Plan to take effect during
the Company's 1995 fiscal year. The Incentive Plan has a budget component which
preserves the benefits of the budgeting discipline, but adds an earnings growth
component to provide a tangible, direct link between management incentives and
the expectations of the investor community. There are minimum levels of
financial performance set by the Committee for bonuses to be triggered, and
individual awards depend upon salary grades and the extent to which the goals
are met or exceeded. With respect to the budget component, a participant can
earn up to 100% of his or her target award by attaining certain working capital
and operating income targets. With respect to the earnings growth component,
once a minimum hurdle growth rate of 8% over the previous year's operating
income is reached, a participant can earn an additional bonus amount dependent
solely upon the actual rate of year-over-year earnings growth that is achieved.
In its present form, the earnings growth component of the Incentive Plan has no
cap (although this is the subject of one of the proposed amendments described
below).

The text of the Incentive Plan consists of a Policy Statement, which sets
forth the general features of the Incentive Plan, and Administrative Guidelines,
which were adopted by the Committee to aid in the administration of the plan.
The principal features of the Incentive Plan are summarized below, but such
summary is qualified in its entirety by reference to the terms (as amended) of
the Incentive Plan and related Administrative Guidelines, as set forth in
Exhibit A.

PRINCIPAL TERMS OF THE INCENTIVE PLAN

Any key executive who can directly influence the financial results of the
Company or its subsidiaries is eligible to participate in the Incentive Plan.
The pool of individuals eligible to participate in the Incentive Plan is
determined annually by the Committee. For fiscal 1996, there were 49 eligible
participants in the Incentive Plan.

An award under the Incentive Plan is calculated by multiplying the
participant's target award by the applicable success factor. A participant's
target award depends upon a percentage of base salary associated

17
<PAGE> 20

with the participant's salary grade. For those participants who work for one of
the Company's operating subsidiaries, the success factor depends upon the
financial performance of that subsidiary. For those participants who have
overall corporate responsibilities, the success factor is based upon a weighted
average of the financial performance of each subsidiary. Following is an
explanation of the calculation of both the target award and the applicable
success factor, along with an example of how an award under the Incentive Plan
is calculated. Information with respect to awards made during fiscal 1996 is
contained in the "New Plan Benefits" table included elsewhere in this Proxy
Statement.

Target Award Calculation

The target award for a participant in the Incentive Plan is a percentage of
the participant's annual base salary as of the end of the year for which the
award is payable, which percentage is based upon salary grade. The target awards
range from 16% of base salary for a participant at executive salary grade 3 to
55% of base salary for a participant at executive salary grade 21. For example,
an individual in executive salary grade 13, with a salary of $200,000 would have
a target award of 39% of the participant's base salary, or $78,000. This amount
would be multiplied by the applicable success factor to determine the
participant's award under the Incentive Plan.

Success Factor Calculation

The success factor is calculated by totaling the percentages by which the
actual performance with respect to certain financial measurement components
exceeds the goals set forth for such components. If certain threshold results
are not achieved, then the success factor will be 0% and no bonus will be paid.
Certain of the components are subject to caps regardless of the level of
performance.

The financial measurement components of the success factor are as follows:
actual operating income compared to budget (the "Budgeted Operating Income
Component"), actual working capital ratio compared to budget (the "Budgeted
Working Capital Ratio Component"), and growth in operating income over the prior
year (the "Year-Over-Year Growth Component"). The performance threshold for both
the Budgeted Operating Income Component and the Budgeted Working Capital Ratio
Component is the achievement of at least 80% of the budgeted amount. Performance
between 80% and 100% of the budgeted amount results in a proportionate credit to
the success factor. No credit is given for performance over 100% of the budgeted
amounts for these components. This limitation, combined with the weighting of
the Budgeted Operating Income Component at 80% and the Budgeted Working Capital
Ratio Component at 20%, means that the portion of the success factor
attributable to these two components cannot exceed an aggregate of 100%.

The performance threshold for the Year-Over-Year Growth Component is an 8%
growth in operating income over the prior year. The credit to the success factor
is 0% until 8% growth is achieved, at which level the credit to the success
factor is 80%. At 10% growth, the credit to the success factor is 100%, and so
on with a proportionate, linear increase in the credit to the success factor for
growth beyond 10%. Earnings growth through acquisitions is encouraged by the
Year-Over-Year Growth Component because earnings from acquisitions are included
in operating income. However, operating income is adjusted to offset the imputed
cost of funding the acquisition and the amortization of intangibles associated
with the acquisition.

Calculation of Incentive Award -- Example

As stated above, an incentive award is calculated by multiplying a
participant's target award by the applicable success factor. As an example,
assume: (1) an executive officer participant who is an employee of a subsidiary
of the Company with a salary of $200,000, at salary grade 13 (which corresponds
to a target award of 39% of base salary); (2) for fiscal year 1996 the
subsidiary achieves operating income of 105% of the amount budgeted and 90% of
the budgeted working capital ratio; and (3) the subsidiary achieves operating
income growth of 10% over the prior year's operating income.

18
<PAGE> 21

This participant's target award would be $78,000 (i.e., 39% of $200,000).
The applicable success factor would be calculated as follows:

<TABLE>
<S> <C> <C>
- Budgeted Operating Income Component (105% of budget, capped at 100%,
and weighted 80%).................................................... 80%
- Budgeted Working Capital Ratio Component (90% of budget, weighted
20%)................................................................. 18%
- Year-Over-Year Growth Component (10% growth equals a 100% credit to the
success factor)...................................................... 100%
----
- Success factor (aggregate of all components)........................... 198%
</TABLE>

The incentive award would be equal to $154,000, which is $78,000 (the
target award) multiplied by 198% (the success factor).

Miscellaneous

Awards under the Incentive Plan are paid in cash as soon as practicable
after the financial results for the relevant plan year have been determined. The
actual award for a participant who is transferred between subsidiaries within a
plan year is based upon a pro rata calculation of the financial performance of
each subsidiary for which the participant worked during the plan year.

Participants who terminate employment other than for retirement, disability
or death at any time during a plan year or before award payments are made with
respect to that plan year shall not be entitled to receive any award under the
Incentive Plan unless specifically approved by the Committee. Participants (or
their beneficiaries or legal representatives, if applicable) who retire, become
disabled or die during a plan year shall receive an actual award based upon the
portion of the plan year during which the participant was actively employed.

The Incentive Plan is administered by the Committee, no member of which is
eligible for an award thereunder. The Committee has the authority to interpret
the provisions of the Incentive Plan, identify eligible key employees to
participate therein, and establish rules and regulations and make all
determinations necessary or advisable for the administration of the plan. In the
event of special circumstances of an unusual or significant nature outside the
course of normal business operations, the Committee may also adjust previously
approved financial objectives of the Company or its subsidiaries, or the amount
of an award earned under the Incentive Plan, if the Committee believes the
integrity, purpose and fairness of the Incentive Plan would be better served.
However, any such adjustment made after the beginning of the period in which
awards are earned shall not permit the actual awards earned, either by any
participant or in the aggregate, to be greater than they would have been had the
financial objectives approved prior to such period been operative. The Committee
may at any time amend, suspend or terminate the Incentive Plan.

FEDERAL TAX CONSEQUENCES OF INCENTIVE PLAN AWARDS

A participant will realize income at the time an award is paid to the
participant under the Incentive Plan. The Company will be entitled to a
deduction for the amount of the award at the same time so long as, with respect
to the deduction to be taken for any award paid to an executive officer who is
subject to Section 162(m) which exceeds, when combined with other compensation
paid to that officer, $1 million, shareholder approval of the amendments to the
Incentive Plan is obtained and the Incentive Plan continues to qualify for such
deduction under Section 162(m).

PROPOSED AMENDMENTS

The Board of Directors of the Company has approved amendments to the
Incentive Plan to: (1) clarify that a participant's salary grade for purposes of
calculating an award pursuant to the Incentive Plan is the participant's salary
grade at the end of the plan year (without any adjustment for changes in job
categories during the plan year, as was previously the case); and (2) limit the
actual award which may be paid to any plan participant during any plan year to a
maximum of $2.8 million. Accordingly, the Board of Directors has

19
<PAGE> 22

directed Company management to seek approval of the resolutions set forth below,
which embody the amendments described above and which require such approval, by
the Company's shareholders at the 1997 Annual Meeting. Continued participation
in the Incentive Plan by the executive officers subject to Section 162(m) will
be contingent upon approval of the amendments, which are as follows:

RESOLVED, that the Sybron International Corporation Senior Executive
Incentive Compensation Plan (the "Plan"), consisting of the Policy
Statement and Administrative Guidelines thereto, be amended as follows:

1. The first paragraph of section 4 of the Policy Statement portion of
the Plan is hereby amended by deleting such paragraph in its entirety and
replacing it with the following paragraph:

"Target Awards for all participants shall be a percentage of the
participant's actual annual base salary as of the end of each plan year
for which awards are payable. The percentage shall be determined from
the salary grade to which the participant is assigned as of the end of
the plan year, all as set forth in the Administrative Guidelines for the
Plan which are included by reference herein."

2. Section 5 of the Policy Statement portion of the Plan is hereby
amended by adding a new paragraph to the end of said section, as follows:

"Notwithstanding any other provision of this Plan, in no event shall the
Actual Award for a plan year for any participant exceed $2,800,000 (the
"Maximum Dollar Amount")."

3. Section 6 of the Policy Statement portion of the Plan is hereby
amended by deleting in its entirety the first paragraph of said section.

4. Section 1 of the Administrative Guidelines portion of the Plan is
hereby amended by deleting the third and fourth sentences thereof and
replacing said sentences with the following sentence:

"The Target Award for all participants shall be the pre-determined
percentage for the participant's grade applied against the base salary
of the participant as of the end of each plan year."

5. Section 2 of the Administrative Guidelines portion of the Plan is
hereby amended by deleting the entire paragraph of said section (consisting
of a single sentence), and replacing said paragraph with the following
sentence:

"A participant's Actual Award will be determined by multiplying the
total Target Award by a Success Factor, provided that the Actual Award
shall not exceed the Maximum Dollar Amount."

6. Section 9 of the Administrative Guidelines portion of the Plan is
hereby amended by adding the following qualification to the last
calculation in the "EXAMPLE" contained therein:

", but not to exceed the Maximum Dollar Amount."

20
<PAGE> 23

NEW PLAN BENEFITS

The following table sets forth certain information with respect to awards
earned during fiscal 1996 by the designated individuals pursuant to the
Incentive Plan:

<TABLE>
<CAPTION>
DOLLAR VALUE OF
NAME AND POSITION AWARDS($)
- ------------------------------------------------------------------------------ ---------------
<S> <C>
Kenneth F. Yontz.............................................................. $ 798,600
Chairman of the Board, President and Chief Executive Officer
David T. Della Penta.......................................................... $ 411,840
President and Chief Executive Officer, Nalge Nunc International Corporation
Frank H. Jellinek, Jr......................................................... $ 380,016
President, Erie Scientific Company
Floyd W. Pickrell, Jr......................................................... $ 299,000
President, Sybron Dental Specialties, Inc.
R. Jeffrey Harris............................................................. $ 233,772
Vice President -- General Counsel and Secretary
Dennis Brown.................................................................. $ 233,772
Vice President -- Finance and Chief Financial Officer
Executive Group (7 persons)................................................... $ 2,493,728
Non-Executive Officer Director Group.......................................... 0
Non-Executive Officer Employee Group (42 persons)............................. $ 3,024,565
</TABLE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, its executive officers and any persons who beneficially own
more than 10% of the Company's Common Stock are required to report their initial
ownership of Company Common Stock and subsequent changes in that ownership to
the Securities and Exchange Commission and the New York Stock Exchange. Specific
due dates for those reports have been established and the Company is required to
disclose in this Proxy Statement any failure to file by those due dates during
fiscal 1996. Based upon a review of such reports furnished to the Company, or
written representations that no reports were required, the Company believes that
all of those filing requirements were satisfied with respect to fiscal 1996,
except that a form reporting a 70 share purchase made by an investment club in
which Mr. Harris participated was inadvertently filed late. It also came to the
Company's attention recently that one report required to be filed during fiscal
1995 to report a purchase of 840 shares by Mr. Davis' wife was inadvertently
filed late.

INDEPENDENT PUBLIC ACCOUNTANTS

Acting on the recommendation of the Audit Committee, the Board of Directors
has selected the public accounting firm of KPMG Peat Marwick LLP as its
independent auditors for the current fiscal year. A representative of KPMG Peat
Marwick LLP will be present at the Annual Meeting to respond to appropriate
questions and will be given an opportunity to make a statement on behalf of KPMG
Peat Marwick LLP if desired.

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote in accordance with their judgment on such matters.

21
<PAGE> 24

SHAREHOLDER PROPOSALS

Shareholder proposals for the 1998 Annual Meeting of Shareholders of the
Company must be received no later than August 22, 1997 at the Company's
principal executive offices, 411 East Wisconsin Avenue, 24th Floor, Milwaukee,
Wisconsin 53202, directed to the attention of the Secretary, in order to be
considered for inclusion in next year's annual meeting proxy material under the
Securities and Exchange Commission's proxy rules. Under the Company's Bylaws,
written notice of shareholder proposals for the 1998 Annual Meeting of
Shareholders of the Company which are not intended to be considered for
inclusion in next year's annual meeting proxy material must be received no later
than November 23, 1997 and no earlier than October 24, 1997 at such offices,
directed to the attention of the Secretary, and such notice must contain the
information specified in the Company's Bylaws.

The foregoing notice and Proxy Statement are sent by order of the Board of
Directors.

/s/ R. Jeffrey Harris
R. JEFFREY HARRIS
Secretary
December 20, 1996

A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
1996 HAS BEEN PROVIDED WITH THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE TO
ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST OF SUCH SHAREHOLDER, AN
ADDITIONAL COPY OF SUCH ANNUAL REPORT. SUCH REQUESTS SHOULD BE ADDRESSED TO R.
JEFFREY HARRIS, SECRETARY, SYBRON INTERNATIONAL CORPORATION, 411 EAST WISCONSIN
AVENUE, 24TH FLOOR, MILWAUKEE, WISCONSIN 53202.

22
<PAGE> 25

EXHIBIT A

SYBRON INTERNATIONAL CORPORATION
AMENDED AND RESTATED
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

POLICY STATEMENT

1. OBJECTIVES

The Sybron International Corporation Senior Executive Incentive
Compensation Plan ("Plan") is designed to:

- Focus the efforts of the organization on improving shareholder value.

- Effectively motivate and reward key employees according to their
contributions to organizational success.

- Serve as a management tool in directing energies of key employees towards
the achievement of agreed upon operating goals for each unit and for the
Company in aggregate.

- Equate personal financial success with organizational financial success.

- Assist in retaining and attracting qualified managerial employees by
providing a total compensation opportunity competitive with the
marketplace.

2. ADMINISTRATION

The Plan shall be administered by the Compensation/Stock Option Committee
of the Board of Directors ("Committee"). No member of the Committee shall be
eligible for awards under the Plan.

The Committee shall interpret the Plan, identify those Subsidiaries
eligible to participate in the Plan, establish rules and regulations for the
administration thereof, and make all determinations deemed necessary or
advisable for the administration of the Plan. The Committee shall be assisted by
the Corporate Human Resources Department staff in fulfilling its administrative
responsibilities.

3. ELIGIBILITY

Key executives who can directly influence the financial results of Sybron
International Corporation or its Subsidiaries shall constitute the class of
employees eligible to participate in the Plan.

"Subsidiary" shall mean any Subsidiary of the Corporation designated by the
Committee for the purpose of financial measurement and the determination of
payments under the Plan prior to the beginning of the period during which awards
are earned. An individual's eligibility to participate under the Plan shall be
determined annually by the Committee. Participation in the Plan during a fiscal
year shall not imply the right of participation in any following year.

4. TARGET AWARDS

Target Awards for all participants shall be a percentage of the
participant's actual annual base salary as of the end of each plan year for
which awards are payable. The percentage shall be determined from the salary
grade to which the participant is assigned as of the end of the plan year, all
as set forth in the Administrative Guidelines for the Plan which are included by
reference herein.

Bonuses will be based on a combination of operating earnings growth and
actual financial results compared with budgeted results for the year. Bonuses at
the corporate level shall be determined by computing the weighted average of the
performance of each Subsidiary.

A-1
<PAGE> 26

5. DETERMINATION OF ACTUAL AWARDS

A participant's Actual Award will be determined by multiplying the total
Target Award by a Success Factor.

The Success Factor is the aggregate of three different elements of
financial performance; namely, operating income compared with budget, working
capital compared with budget and growth in earnings over prior year. The
formulation gives an 80% weighting to achievement of budgeted operating income
and a 20% weighting to achieving working capital goals.

Composition of the Success Factor is as follows:

<TABLE>
<S> <C> <C>
Operating income performance vs. budget X 80% = a
Working capital performance vs. budget X 20% = b
Growth in operating income performance = c
-----
Success Factor = a+b+c
=====
</TABLE>

Section 5 of the Administrative Guidelines defines elements of the Success
Factor in detail and a rather complete example of how an individual's bonus is
computed can be found following Section 9 of the Administrative Guidelines.

Notwithstanding any other provision of this Plan, in no event shall the
Actual Award for a plan year for any participant exceed $2,800,000 (the "Maximum
Dollar Amount").

6. CHANGE IN EMPLOYMENT STATUS

Participants who are transferred between Subsidiaries within a plan year
shall receive an award based on a pro rata calculation of the Financial
Performance Components of any Subsidiary in which the participants were employed
during the plan year. Participants who terminate employment with the Corporation
or Subsidiary, or whose employment is terminated by the Corporation or
Subsidiary (except for retirement, disability or death), at any time during a
plan year or before award payments are made shall not be entitled to receive any
awards under the Plan, unless such awards are specifically approved by the
Committee.

Participants (or their beneficiaries or legal representatives) who retire,
become disabled or die during the plan year shall receive an Actual Award based
on the portion of the plan year during which the participant was actively
employed.

7. METHOD OF PAYMENT

Awards under the Plan shall be paid in cash as soon as practicable after
financial results for the plan year have been determined and verified.

8. COMMITTEE DISCRETION

In the event of special circumstances of unusual or significant nature
outside the course of normal business operations, the Committee may adjust
previously approved financial objectives of the Corporation or any of its
Subsidiaries, or the amount of Actual Awards earned, when it believes the
integrity, purpose and fairness of the Plan will be better served. Any such
adjustment made after the beginning of the period in which the awards are earned
shall not, however, permit Actual Awards, either to any person or in the
aggregate, to be greater than they otherwise would have been under the financial
objectives approved prior to the beginning of such period.

9. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

The Committee may, at any time, amend, suspend or terminate the Plan.

A-2
<PAGE> 27

ADMINISTRATIVE GUIDELINES

The Administrative Guidelines ("Guidelines") have been established by the
Corporate Human Resources Department staff, approved by the Compensation/Stock
Option Committee ("Committee") of the Board of Directors, and shall remain in
effect until changed by the Committee. These Guidelines combined with the Sybron
Senior Executive Compensation Plan Policy Statement (together, the "Plan") shall
govern the amounts and terms of incentive awards payable to eligible
participants.

1. TARGET AWARDS

Target Awards shall be determined from a participant's salary grade.
Current salary schedules and Target Award percentages for U.S. and non-U.S.
participants are attached hereto. The Target Award for all participants shall be
the pre-determined percentage for the participant's grade applied against the
base salary of the participant as of the end of each plan year.

2. ACTUAL AWARDS

A participant's Actual Award will be determined by multiplying the total
Target Award by a Success Factor, provided that the Actual Award shall not
exceed the Maximum Dollar Amount.

3. SUCCESS FACTOR (OPERATING SUBSIDIARIES)

The Success Factor for operating Subsidiaries is determined by aggregating
actual performance for each of the three contributing elements.

As defined in Section 5 of the Plan Policy Statement, elements of the
Success Factor are:

Operating income performance vs. budget

+ Working capital performance vs. budget

+ Growth in operating income performance

Awards for performance against budget will be weighted 80% to attainment of
operating income goals and 20% to attainment of working capital goals.

Actual performance will be measured at currency exchange rates consistent
with those budgeted to neutralize the effects of foreign exchange movements.

4. SUCCESS FACTOR (CORPORATE EMPLOYEES)

The corporate Success Factor will be equal to a weighted average of the
Success Factors derived for each of the operating Subsidiaries.

The weighting of Success Factors will be based on actual levels of
operating income for each Subsidiary.

5. SUCCESS FACTOR -- ELEMENTS

Participants will be rewarded according to performance in each of the
following areas:

(i) Actual operating income compared with budget.

- Award will be zero until 80% of budgeted operating income is achieved.
Maximum award will be equal to 100% when budgeted operating income is
achieved. Performance between 80% and 100% of budgeted income would
result in a proportional award being earned.

(ii) Ratio of working capital compared with budget.

- Achieving budgeted ratio of working capital to sales would result in
100% award.

- Performance between 80% and 100% of the budgeted ratio would result in
a proportional award being earned.

A-3
<PAGE> 28

(iii) Actual rate of growth in operating income over prior year.

- Award will be zero until 8% growth in operating earnings over prior
year is achieved. At a growth level of 8%, the award will be equal to
80%.

- At 10% growth, the award will be equal to 100% and at 20% growth, the
award will be 200%, continuing on a linear basis, in an unlimited
fashion such that for each 10% growth, the award will be equal to 100%.

- Earnings from acquired businesses will also be included, subject to
adjustment as described below.

6. EARNINGS FROM ACQUISITIONS

An important goal of this Plan is to encourage the acquisition of suitable
companies and/or product lines as a way of growing earnings.

Earnings from acquisitions will, therefore, be included in the Success
Factor element relating to growth in operating income over prior year, after an
adjustment is made to the basis of measurement to offset the imputed cost of
funding the acquisition and the amortization of intangibles associated with the
acquisition.

7. IMPUTED COST OF CAPITAL

Will be equal to 8% of the purchase price of the acquired business for the
first twelve months following acquisition. Thereafter, this charge will be
decreased by 1% each year to reflect the anticipated positive cash flow from the
earnings of the acquired entity. From time to time this percentage may change if
commercial interest rates change.

8. DEFINITION OF OPERATING INCOME

For purposes of this policy, operating income is defined as operating
income reported on management accounting statements, less amortization of
intangible assets, less the imputed cost of capital.

EXAMPLE

<TABLE>
<S> <C> <C>
- - Subsidiary earnings each year excluding acquisition.......................... $10,000,000
- - Acquisition cost of "NEWCO" made 10/1 of Year 1.............................. 5,000,000
- - Net book value of "NEWCO".................................................... 3,000,000
- - Goodwill..................................................................... 2,000,000
- - "NEWCO" annual operating earnings............................................ 1,000,000
</TABLE>

A-4
<PAGE> 29

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1. COST OF CAPITAL CHARGE
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
- --------------------------------------------------------------------------------------------------------
Cost of Capital Rate 8% 7% 6% 5% 4%
- --------------------------------------------------------------------------------------------------------
Purchase Cost of "NEWCO" 5,000 5,000 5,000 5,000 5,000
- --------------------------------------------------------------------------------------------------------
Cost of Capital Charge (400) (350) (300) (250) (200)
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------

<CAPTION>
2. ADJUSTED OPERATING INCOME COMPUTATION
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
- --------------------------------------------------------------------------------------------------------
- Subsidiary Earnings
Excluding Acquisition 10,000 10,000 10,000 10,000 10,000
- "NEWCO" Earnings 1,000 1,000 1,000 1,000 1,000
- Amortization of Goodwill (50) (50) (50) (50) (50)
- Cost of Capital Charge (400) (350) (300) (250) (200)
- --------------------------------------------------------------------------------------------------------
Adjusted Operating Income 10,550 10,600 10,650 10,700 10,750
- --------------------------------------------------------------------------------------------------------
</TABLE>

[CAPTION]
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------
SALARY GRADES/
<S> <C> <C> <C>
TARGET AWARD PERCENTAGES
- ------------------------------------------------------------------
U.S. NON-U.S.
- ------------------------------------------------------------------
SALARY GRADE TARGET AWARD SALARY GRADE TARGET AWARD
% %
- ------------------------------------------------------------------
3 .16 3 .11
4 .18 4 .13
5 .20 5 .15
6 .22 6 .17
7 .24 7 .19
8 .26 8 .21
9 .28 9 .23
10 .30 10 .25
11 .33
12 .36
13 .39
14 .42
15 .45
16 .48
17 .50
18 .52
19 .53
20 .54
21 .55
- ------------------------------------------------------------------
</TABLE>

A-5
<PAGE> 30

PERFORMANCE MEASUREMENT SUMMARY

OPERATING INCOME

<TABLE>
<CAPTION>
Budget
Amount
($000)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Percent
Achievement 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100
</TABLE>

WORKING CAPITAL

<TABLE>
<CAPTION>
Budget
Ratio
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Percent
Achievement 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100
</TABLE>

OPERATING INCOME GROWTH

<TABLE>
<CAPTION>
Percent Growth
Achieved 8 10 12 14 16 18 20 22 24 26 28 30
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Percent
Achievement 80 100 120 140 160 180 200 220 240 260 280 300
</TABLE>

9. FORMULA FOR CALCULATION OF BONUS AWARDS

Target Award

Base Salary at 9/30 X Salary Grade Target Award Percent

Bonus Award

Target Award X Average Success Factor

Bonus Award for Corporate Staff Participants

Target Award X Weighted Average Success Factor

(Weighting based upon actual operating income at each Subsidiary.)

Average Success Factor Above Threshold

<TABLE>
<C> <S> <C>
Operating Income Percent Achieved X 0.8
+ Working Capital Ratio Percent Achieved X 0.2
+ Operating Income Growth Percent Achieved X 1.0
Average Success Factor
= =========================================================
</TABLE>

EXAMPLE

Assumptions:

1. U.S. executive -- Grade 12

2. Budgeted operating income -- $12,500,000

3. Actual operating income -- $13,000,000

4. Prior year's operating income -- $11,600,000

5. Operating income growth -- 12%

6. Budgeted working capital ratio -- 20%

7. Actual working capital ratio -- 19%

A-6
<PAGE> 31

(i) Operating Income Achievement

Actual $13,000,000 X 100
-------------------------------------
Budget $12,500,000
Performance exceeds 100%, therefore,
award equal to maximum. = 100

(ii) Working Capital Ratio

Budget 20%
-------------------------------------
Actual 19%
Performance exceeds 100%, therefore,
award equal to maximum. = 100

(iii) Operating Income Growth

Actual growth = 12%
Which corresponds with award of = 120

Determination of Average Success Factor

100 X 0.8 = 80
100 X 0.2 = 20
120 X 1.0 = 120
---
Success Factor 220
===

Bonus Calculation

Grade 12 Target Award % 0.36

Bonus as Percent of Base Salary

0.36 X 220% 79.2%, but not to exceed the Maximum Dollar Amount.

A-7
<PAGE> 32

AMENDED AND RESTATED
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

FINANCIAL MEASUREMENT CRITERIA

DEFINITIONS

1. ADJUSTED OPERATING INCOME

<TABLE>
<S> <C>
Net Sales
- (Cost of Sales)
- (Commercial Expenses)
- (Cost of Capital Imputation)
- (Amortization of Intangibles)
-------------------------------
= Adjusted Operating Income
-------------------------------
-------------------------------
</TABLE>

2. WORKING CAPITAL

<TABLE>
<S> <C>
Trade Accounts Receivable
+ Inventory
- (Trade Accounts Payable)
----------------------------
= Working Capital
-----------------
-----------------
</TABLE>

3. WORKING CAPITAL RATIO

Working Capital X 100
- ----------------------------------------------------------------------------
Sales

4. COST OF CAPITAL

For imputation on acquisition earnings = 8% of transaction cost.

(Rate subject to annual review.)

A-8
<PAGE> 33

SYBRON INTERNATIONAL CORPORATION

This Proxy is Solicited on Behalf of the Board of Directors

Kenneth F. Yontz, Dennis Brown and R. Jeffrey Harris, or any of them,
with power of substitution to each, are hereby authorized to represent the
undersigned at the Annual Meeting of Shareholders of Sybron International
Corporation to be held in Milwaukee, Wisconsin, on Wednesday, January 22, 1997,
at 10:00 a.m., Central Standard Time, and to vote the number of shares which
the undersigned would be entitled to vote if personally present on the matters
listed on the reverse side hereof and in their discretion upon such other
business as may properly come before the Annual Meeting and any and all
adjournments thereof, all as set out in the Notice and Proxy Statement relating
to the meeting, receipt of which is hereby acknowledged.

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS,
SIGN AND DATE THIS CARD IN THE SPACES ON THE REVERSE SIDE; NO BOXES NEED TO BE
CHECKED.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
______________________________________________________________________________
DETACH HERE

/X/ Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" (1) ELECTION OF DIRECTORS AND
(2) AMENDMENT OF THE SYBRON INTERNATIONAL CORPORATION SENIOR EXECUTIVE
INCENTIVE COMPENSATION PLAN. THIS PROXY WILL BE VOTED AS YOU DIRECT; IN THE
ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED "FOR" EACH OF THESE MATTERS.

<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. To amend the Sybron
International Corporation / / / / / /
Nominees: Thomas O. Hicks and Robert B. Haas Senior Executive Incentive
Compensation Plan.

</TABLE>

/ / FOR / / WITHHELD
BOTH FROM BOTH
NOMINEES NOMINEES

/ / _____________________________________________
For both nominees except as noted above

MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer.

<TABLE>
<S><C>
Signature: __________________________ Date: ____________ Signature:_________________ Date: ____________________________
</TABLE>