Thermo Fisher scientific 10-Q Q3 2007 (Exhibit 10.1)


    Exhibit
      10.1

     

     

    Thermo
      Fisher Scientific
      Inc.

    2005 Deferred
      Compensation Plan

    Master
      Plan Document

      
        

      

    

     
       

    

    
 

     

     

    


     

    Effective
      January 1, 2005

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Thermo
        Fisher Scientific
        Inc.

      2005 Deferred
        Compensation Plan

      Master
        Plan Document

        
          

        

      

       
        


        TABLE
          OF CONTENTS

      

      
         

         

        
          
            
              	
                      ARTICLE
                        1

                    	 	
                      Definitions

                    	
                      1

                    
	
                      1.1

                    	 	
                      "Account
                        Balance"

                    	
                      
                        1

                      

                    
	
                      1.2

                    	 	
                      "Annual
                        Account"

                    	
                      
                        1

                      

                    
	
                      1.3

                    	 	
                      "Annual
                        Deferral Amount"

                    	
                      
                        1

                      

                    
	
                      1.4

                    	 	
                      “Annual
                        Incentive”

                    	
                      
                        1

                      

                    
	
                      1.5

                    	 	
                      "Annual
                        Installment Method"

                    	
                      
                        2

                      

                    
	
                      1.6

                    	 	
                      "Base
                        Salary"

                    	
                      
                        2

                      

                    
	
                      1.7

                    	 	
                      "Beneficiary"

                    	
                      
                        2

                      

                    
	
                      1.8

                    	 	
                      "Beneficiary
                        Designation Form"

                    	
                      
                        2

                      

                    
	
                      1.9

                    	 	
                      "Benefit
                        Distribution Date"

                    	
                      
                        3

                      

                    
	
                      1.10

                    	 	
                      "Board"

                    	
                      
                        3

                      

                    
	
                      1.11

                    	 	
                      "Change
                        in Control"

                    	
                      
                        3

                      

                    
	
                      1.12

                    	 	
                      "Code"

                    	
                      
                        4

                      

                    
	
                      1.13

                    	 	
                      "Committee"

                    	
                      
                        4

                      

                    
	
                      1.14

                    	 	
                      "Company"

                    	
                      
                        4

                      

                    
	
                      1.15

                    	 	
                      "Company
                        Contribution Amount"

                    	
                      
                        5

                      

                    
	
                      1.16

                    	 	
                      "Disability"
                        or "Disabled"

                    	
                      
                        5

                      

                    
	
                      1.17

                    	 	
                      "Election
                        Form"

                    	
                      
                        5

                      

                    
	
                      1.18

                    	 	
                      "Employee"

                    	
                      
                        5

                      

                    
	
                      1.19

                    	 	
                      "Employer(s)"

                    	
                      
                        5

                      

                    
	
                      1.20

                    	 	
                      "ERISA"

                    	
                      
                        6

                      

                    
	
                      1.21

                    	 	
                      "Participant"

                    	
                      
                        6

                      

                    
	
                      1.22

                    	 	
                      "Performance-Based
                        Compensation"

                    	
                      
                        6

                      

                    
	
                      1.23

                    	 	
                      "Plan"

                    	
                      
                        6

                      

                    
	
                      1.24

                    	 	
                      "Plan
                        Agreement"

                    	
                      
                        6

                      

                    
	
                      1.25

                    	 	
                      "Plan
                        Year"

                    	
                      
                        6

                      

                    
	
                      1.26

                    	 	
                      "Retirement,"
                        "Retire(s)" or "Retired"

                    	
                      
                        6

                      

                    
	
                      1.27

                    	 	
                      "Separation
                        from Service"

                    	
                      
                        7

                      

                    
	
                      1.28

                    	 	
                      "Specified
                        Employee"

                    	
                      
                        8

                      

                    
	
                      1.29

                    	 	
                      "Trust"

                    	
                      
                        9

                      

                    
	
                      1.30

                    	 	
                      "Unforeseeable
                        Emergency"

                    	
                      
                        9

                      

                    
	
                      1.31

                    	 	
                      "Years
                        of Service"

                    	
                      
                        9

                      

                    
	 	 	 	 
	ARTICLE
                      2 	 	 Selection,
                      Enrollment, Eligibility	
                       9

                    
	2.1 	 	 Selection
                      by Committee	
                       9

                    
	2.2 	 	 Enrollment
                      and Eligibility Requirements; Commencement of Participation	
                       9

                    


            

             

             

            
              

            

            -i-

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              Thermo
                Fisher Scientific
                Inc.

              2005 Deferred
                Compensation Plan

              Master
                Plan Document

                
                  

                

              

               

            

             

            
              	ARTICLE 3 	 	 Deferral
                      Commitments/Company Contribution Amounts/Company Restoration
                      Matching
                      Amounts/Vesting/Crediting/Taxes	
                       10

                    
	3.1 	 	 Minimum
                      Deferrals	
                       10

                    
	3.2 	 	 Maximum
                      Deferral	
                       10

                    
	3.3 	 	 Timing
                      of Deferral Elections; Effect of Election Form	
                       11

                    
	3.4 	 	 Withholding
                      and Crediting of Annual Deferral Amounts	
                       12

                    
	3.5 	 	 Company
                      Contribution Amount	
                       12

                    
	3.6 	 	 Investment
                      of Trust Assets	
                       13

                    
	3.7 	 	 Vesting	
                       13

                    
	3.8 	 	 Crediting/Debiting
                      of Account Balances	
                       14

                    
	3.9 	 	 FICA
                      and Other Taxes	
                       15

                    
	 	 	 	 
	ARTICLE
                      4 	 	 Scheduled
                      Distribution; Unforeseeable Emergencies	
                       16

                    
	4.1 	 	 Scheduled
                      Distributions	
                       16

                    
	4.2 	 	 Postponing
                      Scheduled Distributions	
                       16

                    
	4.3 	 	 Other
                      Benefits Take Precedence Over Scheduled Distributions	
                       17

                    
	4.4 	 	 Unforeseeable
                      Emergencies	
                       17

                    
	 	 	 	 
	ARTICLE
                      5 	 	 Retirement
                      Benefit	
                       18

                    
	5.1 	 	 Retirement
                      Benefit	
                       18

                    
	5.2 	 	 Payment
                      of Retirement Benefits	
                       18

                    
	 	 	 	 
	ARTICLE
                      6 	 	 Termination
                      Benefit	
                       19

                    
	6.1 	 	 Termination
                      Benefit	
                       19

                    
	6.2 	 	 Payment
                      of Termination Benefit	
                       19

                    
	 	 	 	 
	ARTICLE
                      7 	 	 Disability
                      Benefit	
                       20

                    
	7.1 	 	 Disability
                      Benefit	
                       20

                    
	7.2 	 	 Payment
                      of Disability Benefit	
                       20

                    
	 	 	 	 
	ARTICLE
                      8 	 	 Death
                      Benefit	
                       20

                    
	8.1 	 	 Death
                      Benefit	
                       20

                    
	8.2 	 	 Payment
                      of Death Benefit	
                       20

                    
	 	 	 	 
	ARTICLE
                      9 	 	Beneficiary
                      Designation	
                      20

                    


            

          

          
            
              
                
                  	
                          9.1

                        	 	
                          Beneficiary

                        	
                          20

                        
	
                          9.2

                        	 	
                          Beneficiary
                            Designation; Change

                        	
                          20

                        
	
                          9.3

                        	 	
                          Acknowledgement

                        	
                          21

                        
	
                          9.4

                        	 	
                          No
                            Beneficiary Designation

                        	
                          21

                        
	
                          9.5

                        	 	
                          Doubt
                            as to Beneficiary

                        	
                          21

                        
	
                          9.6

                        	 	
                          Discharge
                            of Obligations

                        	
                          21

                        


                

                
                  
                    	 	 	 	 
	
                             ARTICLE
                              10

                          	 	 Leave
                            of Absence	
                             21

                          
	
                             10.1

                          	 	 Paid
                            Leave of Absence	
                             21

                          
	
                             10.2

                          	 	 Unpaid
                            Leave of Absence	
                             21

                          


                  

                   

                

                 

                
                  
                    

                  

                  -ii-

                

                 

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    Thermo
                      Fisher Scientific
                      Inc.

                    2005 Deferred
                      Compensation Plan

                    Master
                      Plan Document

                      
                        

                      

                    

                  

                

                
 

                
                  	
                           ARTICLE
                            11

                        	 	
                          Termination
                            of Plan, Amendment or Modifications

                        	
                          22

                        


                

              

            

            
              
                	
                        11.1

                      	 	
                        Termination
                          of Plan

                      	
                        22

                      
	
                        11.2

                      	 	
                        Amendment

                      	
                        22

                      
	
                        11.3

                      	 	
                        Plan
                          Agreement

                      	
                        22

                      
	
                        11.4

                      	 	
                        Effect
                          of Payment

                      	
                        22

                      
	 	 	 	 
	
                         ARTICLE
                          12

                      	 	 Administration	
                         23

                      


              

            

          

        

      

    

    
      
        	
                12.1

              	 	
                Committee

              	
                23

              
	
                12.2

              	 	
                Administration
                  Upon Change In Control

              	
                23

              
	
                12.3

              	 	
                Agents

              	
                23

              
	
                12.4

              	 	
                Binding
                  Effect of Decisions

              	
                23

              
	
                12.5

              	 	
                Indemnity
                  of Committee

              	
                23

              
	
                12.6

              	 	
                Employer
                  Information

              	
                24

              
	 	 	 	 
	
                 ARTICLE
                  13

              	 	 Other
                Benefits and Agreements	
                 24

              
	
                 13.1

              	 	 Coordination
                with Other Benefits	
                 24

              
	 	 	 	 


      

    

    
      
        
          	
                  ARTICLE
                    14

                	 	
                  Claims
                    Procedures

                	
                  24

                
	
                  14.1

                	 	
                  Presentation
                    of Claim

                	
                  24

                
	
                  14.2

                	 	
                  Notification
                    of Decision

                	
                  24

                
	
                  14.3

                	 	
                  Review
                    of a Denied Claim

                	
                  25

                
	
                  14.4

                	 	
                  Decision
                    on Review

                	
                  25

                
	
                  14.5

                	 	
                  Legal
                    Action

                	
                  26

                
	 	 	 	 
	ARTICLE
                  15 	 	Trust	
                  26

                


        

      

    

    
      
        	
                15.1

              	 	
                Establishment
                  of the Trust

              	
                26

              
	
                15.2

              	 	
                Interrelationship
                  of the Plan and the Trust

              	
                26

              
	
                15.3

              	 	
                Distributions
                  From the Trust

              	
                27

              
	 	 	 	 
	ARTICLE
                16 	 	Miscellaneous	
                 27

              


      

    

    
      
        	
                16.1

              	 	
                Status
                  of Plan

              	
                27

              
	
                16.2

              	 	
                Unsecured
                  General Creditor

              	
                27

              
	
                16.3

              	 	
                Employer's
                  Liability

              	
                27

              
	
                16.4

              	 	
                Nonassignability

              	
                27

              
	
                16.5

              	 	
                Not
                  a Contract of Employment

              	
                27

              
	
                16.6

              	 	
                Furnishing
                  Information

              	
                28

              
	
                16.7

              	 	
                Terms

              	
                28

              
	
                16.8

              	 	
                Captions

              	
                28

              
	
                16.9

              	 	
                Governing
                  Law

              	
                28

              
	
                16.10

              	 	
                Notice

              	
                28

              
	
                16.11

              	 	
                Successors

              	
                29

              
	
                16.12

              	 	
                Spouse's
                  Interest

              	
                29

              
	
                16.13

              	 	
                Validity

              	
                29

              


      

       

      
         

        
          
            

          

          -iii-

        

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            Thermo
              Fisher Scientific
              Inc.

            2005 Deferred
              Compensation Plan

            Master
              Plan Document

              
                

              

            

          

        

        

 

      

      
        	
                16.14

              	 	
                Incompetent

              	
                29

              
	
                16.15

              	 	
                Domestic
                  Relations Orders

              	
                29

              
	
                16.16

              	 	
                Distribution
                  in the Event of Income Inclusion Under Code Section 409A

              	
                29

              
	
                16.17

              	 	
                Deduction
                  Limitation on Benefit Payments

              	
                30

              
	
                16.18

              	 	
                Insurance

              	
                30

              


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

        
          
            

          

          -iv-

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      Thermo
        Fisher Scientific
        Inc.

      2005 Deferred
        Compensation Plan

      Master
        Plan Document

        
          

        

      

       

      


      Purpose

       

      The
        purpose of this Plan is to provide specified benefits to a select group of
        management or highly compensated Employees who contribute materially to the
        continued growth, development and future business success of Thermo Fisher
        Scientific Inc. a Delaware corporation, and its subsidiaries.  This
        Plan shall be unfunded for tax purposes and for purposes of Title I of
        ERISA.

       

      This
        Plan
        is intended to comply with all applicable law, including Code Section 409A
        and
        related Treasury guidance and Regulations, and shall be operated and interpreted
        in accordance with this intention.  In order to transition to the
        requirements of Code Section 409A and related Treasury Regulations, the Company
        may make available to Participants certain transition relief provided under
        Notice 2006-79, as described more fully in Appendix A of this
        Plan.  This Plan is intended to apply to deferrals made on or after
        January 1, 2005.

       

      ARTICLE
        1

      Definitions

       

      For
        the
        purposes of this Plan, unless otherwise clearly apparent from the context,
        the
        following phrases or terms shall have the following indicated
        meanings:

       

      
        	
                1.1  

              	
                "Account
                  Balance" shall mean, with respect to a Participant, an entry on
                  the
                  records of the Employer equal to the sum of the Participant's Annual
                  Accounts.  The Account Balance shall be a bookkeeping entry only
                  and shall be utilized solely as a device for the measurement and
                  determination of the amounts to be paid to a Participant, or his
                  or her
                  designated Beneficiary, pursuant to this
                  Plan.

              


      

       

      
        	
                1.2  

              	
                "Annual
                  Account" shall mean, with respect to a Participant, an entry on
                  the
                  records of the Employer equal to (a) the sum of the Participant's
                  Annual
                  Deferral Amount and Company Contribution Amount for any one Plan
                  Year,
                  plus (b) amounts credited or debited to such amounts pursuant to
                  this
                  Plan, less (c) all distributions made to the Participant or his
                  or her
                  Beneficiary pursuant to this Plan that relate to the Annual Account
                  for
                  such Plan Year.  The Annual Account shall be a bookkeeping entry
                  only and shall be utilized solely as a device for the measurement
                  and
                  determination of the amounts to be paid to a Participant, or his
                  or her
                  designated Beneficiary, pursuant to this
                  Plan.

              


      

       

      
        	
                1.3  

              	
                "Annual
                  Deferral Amount" shall mean that portion of a Participant's Base
                  Salary
                  and Annual Incentive that a Participant defers in accordance with
                  Article
                  3 for any one Plan Year, without regard to whether such amounts
                  are
                  withheld and credited during such Plan
                  Year.

              


      

       

      
        	
                1.4  

              	
                “Annual
                  Incentive” shall mean any compensation, in addition to Base Salary
                  relating to services performed during any calendar year, whether
                  or not
                  paid in such calendar year or included on the Federal Income Tax
                  Form W-2
                  for such calendar year, payable to a Participant as an Employee
                  under any
                  Employer’s annual bonus and cash incentive plans, or any other bonus
                  arrangement designated by the Company, excluding stock options
                  and
                  restricted stock.

              


      

       

       

      
         

        
          
            

          

          1

        

         

         

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        
          Thermo
            Fisher Scientific
            Inc.

          2005 Deferred
            Compensation Plan

          Master
            Plan Document

            
              

            

          

        

      

       

      


      
        	
                1.5  

              	
                "Annual
                  Installment Method" shall mean the method used to determine the
                  amount of
                  each payment due to a Participant who has elected to receive a
                  benefit
                  over a period of years in accordance with the applicable provisions
                  of the
                  Plan.  The amount of each annual payment due to the Participant
                  shall be calculated by multiplying the balance of the Participant's
                  benefit by a fraction, the numerator of which is one and the denominator
                  of which is the remaining number of annual payments due to the
                  Participant.  By way of example, if the Participant elects a ten
                  (10) year Annual Installment Method, the first payment shall be
                  1/10 of
                  the balance of the Participant’s benefit.  The following year,
                  the payment shall be 1/9 of the balance of the Participant’s
                  benefit.  The amount of the first annual payment shall be
                  calculated as of the close of business on or around the Participant's
                  Benefit Distribution Date, and the amount of each subsequent annual
                  payment shall be calculated on or around each anniversary of such
                  Benefit
                  Distribution Date.  For purposes of this Plan, the right to
                  receive a benefit payment in annual installments shall be treated
                  as the
                  entitlement to a single payment.

              


      

       

      
        	
                1.6  

              	
                "Base
                  Salary" shall mean the annual cash compensation relating to services
                  performed during any calendar year, excluding distributions from
                  nonqualified deferred compensation plans, bonuses, commissions,
                  overtime,
                  fringe benefits, stock options, relocation expenses, Annual Incentive
                  payments, non-monetary awards, and automobile and other allowances
                  paid to
                  a Participant for employment services rendered (whether or not
                  such
                  allowances are included in the Employee's gross income).  Base
                  Salary shall be calculated before reduction for compensation voluntarily
                  deferred or contributed by the Participant pursuant to all qualified
                  or
                  nonqualified plans of any Employer and shall be calculated to include
                  amounts not otherwise included in the Participant's gross income
                  under
                  Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
                  established by any Employer; provided, however, that all such amounts
                  will
                  be included in compensation only to the extent that had there been
                  no such
                  plan, the amount would have been payable in cash to the
                  Employee.

              


      

       

      
        	
                1.7  

              	
                "Beneficiary"
                  shall mean one or more persons, trusts, estates or other entities,
                  designated in accordance with Article 9, that are entitled to receive
                  benefits under this Plan upon the death of a
                  Participant.

              


      

       

      
        	
                1.8  

              	
                "Beneficiary
                  Designation Form" shall mean the form, which may be in electronic
                  format,
                  established from time to time by the Company that a Participant
                  completes,
                  signs and returns to the Company to designate one or more
                  Beneficiaries.

              


      

       

      
         

         

        
          
            
              

            

            2

          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          Thermo
            Fisher Scientific
            Inc.

          2005 Deferred
            Compensation Plan

          Master
            Plan Document

            
              

            

          

        

      

    

     

    
      
        	
                1.9
                   

              	
                "Benefit
                  Distribution Date" shall mean the date upon which all or an objectively
                  determinable portion of a Participant's vested benefits will become
                  eligible for distribution.  Except as otherwise provided in the
                  Plan, a Participant's Benefit Distribution Date shall be determined
                  based
                  on the earliest to occur of an event or scheduled date set forth
                  in
                  Articles 4 through 8, as
                  applicable.

              


      

       

      
        	
                1.10  

              	
                "Board"
                  shall mean the board of directors of the
                  Company.

              


      

       

      
        	
                1.11 
                  

              	
                "Change
                  in Control" shall mean the occurrence of a "change in the ownership,"
                  a
                  "change in the effective control" or a "change in the ownership
                  of a
                  substantial portion of the assets" of a corporation, as determined
                  in
                  accordance with this Section.

              


      

       

      In
        order
        for an event described below to constitute a Change in Control with respect
        to a
        Participant, except as otherwise provided in part (b)(ii) of this Section,
        the
        applicable event must relate to the corporation for which the Participant
        is
        providing services, the corporation that is liable for payment of the
        Participant's Account Balance (or all corporations liable for payment if
        more
        than one), as identified in accordance with Treas. Reg. §
1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified in accordance
        with Treas. Reg. § 1.409A-3(i)(5)(ii)(A)(3).

       

      In
        determining whether an event shall be considered a "change in the ownership,"
        a
        "change in the effective control" or a "change in the ownership of a substantial
        portion of the assets" of a corporation, the following provisions shall
        apply:

       

      
        	
                (a)  

              	
                A
                  "change in the ownership" of the applicable corporation shall occur
                  on the
                  date on which any one person, or more than one person acting as
                  a group,
                  acquires ownership of stock of such corporation that, together
                  with stock
                  held by such person or group, constitutes more than 50% of the
                  total fair
                  market value or total voting power of the stock of such corporation,
                  as
                  determined in accordance with Treas. Reg. §
                  1.409A-3(i)(5)(v).  If a person or group is considered either to
                  own more than 50% of the total fair market value or total voting
                  power of
                  the stock of such corporation, or to have effective control of
                  such
                  corporation within the meaning of part (b) of this Section, and
                  such
                  person or group acquires additional stock of such corporation,
                  the
                  acquisition of additional stock by such person or group shall not
                  be
                  considered to cause a "change in the ownership" of such
                  corporation.

              


      

       

      
        
          	
                  (b)  

                	
                  A
                    "change in the effective control" of the applicable corporation
                    shall
                    occur on either of the following
                    dates:

                


        

         

        
          	
                  (i)  

                	
                  The
                    date on which any one person, or more than one person acting
                    as a group,
                    acquires (or has acquired during the 12-month period ending on
                    the date of
                    the most recent acquisition by such person or persons) ownership
                    of stock
                    of such corporation possessing 40% or more of the total voting
                    power of
                    the stock of such corporation, as determined in accordance with
                    Treas.
                    Reg. § 1.409A-3(i)(5)(vi).  If a person or group is considered
                    to possess 40% or more of the total voting power of the stock
                    of a
                    corporation, and such person or group acquires additional stock
                    of such
                    corporation, the acquisition of additional stock by such person
                    or group
                    shall not be considered to cause a "change in the effective control"
                    of
                    such corporation; or

                


        

         

         

        
           

          
            
              
                

              

              3

            

             

             

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Thermo
            Fisher Scientific
            Inc.

          
            
              
                2005 Deferred
                  Compensation Plan

                Master
                  Plan Document

                  
                    

                  

                

                 

                 

              

            

          

        

         

        
          	
                  (ii)  

                	
                  The
                    date on which a majority of the members of the applicable corporation's
                    board of directors is replaced during any 12-month period by
                    directors
                    whose appointment or election is not endorsed by a majority of
                    the members
                    of such corporation's board of directors before the date of the
                    appointment or election, as determined in accordance with Treas.
                    Reg.
                    §
                    1.409A-3(i)(5)(vi).  In determining whether the event described
                    in the preceding sentence has occurred, the applicable corporation
                    to
                    which the event must relate shall only include a corporation
                    identified in
                    accordance with Treas. Reg. § 1.409A-3(i)(5)(ii) for which no other
                    corporation is a majority
                    shareholder.

                


        

         

        
          	
                  (c)  

                	
                  A
                    "change in the ownership of a substantial portion of the assets"
                    of the
                    applicable corporation shall occur on the date on which any one
                    person, or
                    more than one person acting as a group, acquires (or has acquired
                    during
                    the 12-month period ending on the date of the most recent acquisition
                    by
                    such person or persons) assets from the corporation that have
                    a total
                    gross fair market value equal to or more than 40% of the total
                    gross fair
                    market value of all of the assets of the corporation immediately
                    before
                    such acquisition or acquisitions, as determined in accordance
                    with Treas.
                    Reg. § 1.409A-3(i)(5)(vii).  A transfer of assets shall not be
                    treated as a "change in the ownership of a substantial portion
                    of the
                    assets" when such transfer is made to an entity that is controlled
                    by the
                    shareholders of the transferor corporation, as determined in
                    accordance
                    with Treas. Reg. §
1.409A-3(i)(5)(vii)(B).

                


        

         

      

      
        
          	
                  1.12
                     

                	
                  "Code"
                    shall mean the Internal Revenue Code of 1986, as it may be amended
                    from
                    time to time.

                


        

         

        
          	
                  1.13
                     

                	
                  "Committee"
                    shall mean the Compensation Committee of the Board or such other
                    committee
                    as the Board may appoint from time to
                    time.

                


        

         

        
          	
                  1.14
                     

                	
                  "Company"
                    shall mean Thermo Fisher Scientific Inc., a Delaware corporation,
                    and any
                    successor to all or substantially all of the Company's assets
                    or
                    business.

                


        

         

      

      
         

        
          
            
              

            

            4

          

           

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Thermo
          Fisher Scientific
          Inc.

        
          
            2005 Deferred
              Compensation Plan

            Master
              Plan Document

              
                

              

            

             

          

           

          
            
              	
                      1.15  

                    	
                      "Company
                        Contribution Amount" shall mean, for any one Plan Year, the
                        amount
                        determined in accordance with Section
                        3.5.

                    


            

             

            
              	
                      1.16  

                    	
                      "Disability"
                        or "Disabled" shall mean that a Participant is either (a)
                        unable to engage
                        in any substantial gainful activity by reason of any medically
                        determinable physical or mental impairment that can be expected
                        to result
                        in death or can be expected to last for a continuous period
                        of not less
                        than 12 months, or (b) by reason of any medically determinable
                        physical or
                        mental impairment that can be expected to result in death
                        or can be
                        expected to last for a continuous period of not less than
                        12 months,
                        receiving income replacement benefits for a period of not
                        less than 3
                        months under an accident and health plan covering employees
                        of the
                        Participant's Employer.  For purposes of this Plan, a
                        Participant shall be deemed Disabled if determined to be
                        totally disabled
                        by the Social Security Administration.  A Participant shall also
                        be deemed Disabled if determined to be disabled in accordance
                        with the
                        applicable disability insurance program of such Participant's
                        Employer,
                        provided that the definition of "disability" applied under
                        such disability
                        insurance program complies with the requirements of this
                        Section.

                    


            

             

            
              	
                      1.17
                         

                    	
                      "Election
                        Form" shall mean the form, which may be in electronic format,
                        established
                        from time to time by the Company that a Participant completes,
                        signs and
                        returns to the Company to make an election under the
                        Plan.

                    


            

             

            
              	
                      1.18
                         

                    	
                      "Employee"
                        shall mean a person who is an employee of an
                        Employer.

                    


            

             

            
              	
                      1.19
                         

                    	
                      "Employer(s)"
                        shall be defined as follows:

                    


            

             

            
              	
                      (a)  

                    	
                      Except
                        as otherwise provided in part (b) of this Section, the term
                        "Employer"
                        shall mean the Company and/or any of its subsidiaries (now
                        in existence or
                        hereafter formed or acquired).

                    


            

             

            
              	
                      (b)  

                    	
                      For
                        the purpose of determining whether a Participant has experienced
                        a
                        Separation from Service, the term "Employer" shall
                        mean:

                    


            

             

            
              	
                      (i)  

                    	
                      The
                        entity for which the Participant performs services and with
                        respect to
                        which the legally binding right to compensation deferred
                        or contributed
                        under this Plan arises; and

                    


            

             

            
              	
                      (ii)  

                    	
                      All
                        other entities with which the entity described above would
                        be aggregated
                        and treated as a single employer under Code Section 414(b)
                        (controlled
                        group of corporations) and Code Section 414(c) (a group of
                        trades or
                        businesses, whether or not incorporated, under common control),
                        as
                        applicable.  In order to identify the group of entities
                        described in the preceding sentence, the Company shall use
                        an ownership
                        threshold of at least 50% as a substitute for the 80% minimum
                        ownership
                        threshold that appears in, and otherwise must be used when
                        applying, the
                        applicable provisions of (A) Code Section 1563 for determining
                        a
                        controlled group of corporations under Code Section 414(b),
                        and (B) Treas.
                        Reg. § 1.414(c)-2 for determining the trades or businesses that
                        are under
                        common control under Code Section
                        414(c).

                    


            

             

          

           

          
            
              
                
                  
                    

                  

                  5

                

                 

              

            

          

          
            


            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            

              Thermo
                Fisher Scientific
                Inc.

              
                
                  2005 Deferred
                    Compensation Plan

                  Master
                    Plan Document

                    
                      

                    

                  

                   

                

              

              
                 

              

            

          

        

      

    

    
      	
              1.20
                 

            	
              "ERISA"
                shall mean the Employee Retirement Income Security Act of 1974, as
                it may
                be amended from time to time.

            


    

     

    
      	
              1.21
                 

            	
              "Participant"
                shall mean any Employee (a) who is selected to participate in the
                Plan,
                (b) whose executed Plan Agreement, Election Form and Beneficiary
                Designation Form are accepted by the Company, and (c) whose Plan
                Agreement
                has not terminated.  A spouse or former spouse of a Participant
                shall not be treated as a Participant in the Plan or have an account
                balance under the Plan, even if he or she has an interest in the
                Participant’s benefits under the Plan as a result of applicable law or
                property settlements resulting from legal separation or
                divorce.

            


    

     

    
      	
              1.22
                 

            	
              "Performance-Based
                Compensation" shall mean compensation the entitlement to or amount
                of
                which is contingent on the satisfaction of pre-established organizational
                or individual performance criteria relating to a performance period
                of at
                least 12 consecutive months, as determined by the Company in accordance
                with Treas. Reg. § 1.409A-1(e).

            


    

     

    
      	
              1.23
                 

            	
              "Plan"
                shall mean the Thermo Fisher Scientific Inc. 2005 Deferred Compensation
                Plan, which shall be evidenced by this instrument, as it may be amended
                from time to time, and by any other documents that together with
                this
                instrument define a Participant's rights to amounts credited to his
                or her
                Account Balance.

            


    

     

    
      	
              1.24
                 

            	
              "Plan
                Agreement" shall mean a written agreement in the form prescribed
                by or
                acceptable to the Company that evidences a Participant's agreement
                to the
                terms of the Plan and which may establish additional terms or conditions
                of Plan participation for a Participant.  Unless otherwise
                determined by the Company, the most recent Plan Agreement accepted
                with
                respect to a Participant shall supersede any prior Plan Agreements
                for
                such Participant.  Plan Agreements may vary among Participants
                and may provide additional benefits not set forth in the Plan or
                limit the
                benefits otherwise provided under the
                Plan.

            


    

     

    
      	
              1.25
                 

            	
              "Plan
                Year" shall mean a period beginning on January 1 of each calendar
                year and
                continuing through December 31 of such calendar
                year.

            


    

     

    
      	
              1.26
                 

            	
              "Retirement,"
                "Retire(s)" or "Retired" shall mean with respect to a Participant
                who is
                an Employee, a Separation from Service on or after the attainment
                of age
                55 with 10 Years of Service.

            


    

     

    
       

      
        
          
            
              
                

              

              6

            

             

          

        

      

      
        


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Thermo
      Fisher Scientific
      Inc.

    
      
        2005 Deferred
          Compensation Plan

        Master
          Plan Document

          
            

          

        

         

      

    

     

    
      	
              1.27
                 

            	
              "Separation
                from Service" shall mean a termination of services provided by a
                Participant to his or her Employer, whether voluntarily or involuntarily,
                other than by reason of death or Disability, as determined by the
                Company
                in accordance with Treas. Reg. § 1.409A-l(h).  In determining
                whether a Participant has experienced a Separation from Service,
                the
                following provisions shall apply:

            


    

     

    
      	
              (a)  

            	
              For
                a Participant who provides services to an Employer as an Employee,
                except
                as otherwise provided in part (c) of this Section, a Separation from
                Service shall occur when such Participant has experienced a termination
                of
                employment with such Employer.  A Participant shall be
                considered to have experienced a termination of employment when the
                facts
                and circumstances indicate that the Participant and his or her Employer
                reasonably anticipate that either (i) no further services will be
                performed for the Employer after a certain date, or (ii) that the
                level of
                bona fide services the Participant will perform for the Employer
                after
                such date (whether as an Employee or as an independent contractor)
                will
                permanently decrease to no more than 20% of the average level of
                bona fide
                services performed by such Participant (whether as an Employee or
                an
                independent contractor) over the immediately preceding 36-month period
                (or
                the full period of services to the Employer if the Participant has
                been
                providing services to the Employer less than 36
                months).

            


    

     

    If
      a
      Participant is on military leave, sick leave, or other bona fide leave of
      absence, the employment relationship between the Participant and the Employer
      shall be treated as continuing intact, provided that the period of such leave
      does not exceed 6 months, or if longer, so long as the Participant retains
      a
      right to reemployment with the Employer under an applicable statute or by
      contract.  If the period of a military leave, sick leave, or other
      bona fide leave of absence exceeds 6 months and the Participant does not retain
      a right to reemployment under an applicable statute or by contract, the
      employment relationship shall be considered to be terminated for purposes of
      this Plan as of the first day immediately following the end of such 6-month
      period.  In applying the provisions of this paragraph, a leave of
      absence shall be considered a bona fide leave of absence only if there is a
      reasonable expectation that the Participant will return to perform services
      for
      the Employer.

     

    
      	
              (b)  

            	
              For
                a Participant who provides services to an Employer as an independent
                contractor, except as otherwise provided in part (c) of this Section,
                a
                Separation from Service shall occur upon the expiration of the contract
                (or in the case of more than one contract, all contracts) under which
                services are performed for such Employer, provided that the expiration
                of
                such contract(s) is determined by the Company to constitute a good-faith
                and complete termination of the contractual relationship between
                the
                Participant and such Employer.

            


    

     

    
       

      
        
          
            
              
                

              

              7

            

             

          

        

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Thermo
      Fisher Scientific
      Inc.

    
      
        2005 Deferred
          Compensation Plan

        Master
          Plan Document

          
            

          

        

         

      

    

     

     

    
      	
              (c)  

            	
              For
                a Participant who provides services to an Employer as both an Employee
                and
                an independent contractor, a Separation from Service generally shall
                not
                occur until the Participant has ceased providing services for such
                Employer as both an Employee and as an independent contractor, as
                determined in accordance with the provisions set forth in parts (a)
                and
                (b) of this Section, respectively.  Similarly, if a Participant
                either (i) ceases providing services for an Employer as an independent
                contractor and begins providing services for such Employer as an
                Employee,
                or (ii) ceases providing services for an Employer as an Employee
                and
                begins providing services for such Employer as an independent contractor,
                the Participant will not be considered to have experienced a Separation
                from Service until the Participant has ceased providing services
                for such
                Employer in both capacities, as determined in accordance with the
                applicable provisions set forth in parts (a) and (b) of this
                Section.

            


    

     

    Notwithstanding
      the foregoing provisions in this part (c), if a Participant provides services
      for an Employer as both an Employee and as a Director, to the extent permitted
      by Treas. Reg. § 1.409A-1(h)(5) the services provided by such Participant as a
      Director shall not be taken into account in determining whether the Participant
      has experienced a Separation from Service as an Employee, and the services
      provided by such Participant as an Employee shall not be taken into account
      in
      determining whether the Participant has experienced a Separation from Service
      as
      a Director.

     

    
      	
              1.28
                 

            	
              "Specified
                Employee" shall mean any Participant who is determined to be a "key
                employee" (as defined under Code Section 416(i) without regard to
                paragraph (5) thereof) for the applicable period, as determined annually
                by the Company in accordance with Treas. Reg. § 1.409A-1(i).  In
                determining whether a Participant is a Specified Employee, the following
                provisions shall apply:

            


    

     

    
      	
              (a)  

            	
              The
                Company's identification of the individuals who fall within the definition
                of "key employee" under Code Section 416(i) (without regard to paragraph
                (5) thereof) shall be based upon the 12-month period ending on each
                December 31st
                (referred to
                below as the "identification date").  In applying the applicable
                provisions of Code Section 416(i) to identify such individuals,
                "compensation" shall be determined in accordance with Treas. Reg.
§
                1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas.
                Reg. § 1.415(c)-2(d), (ii) any of the special timing rules provided in
                Treas. Reg. § 1.415(c)-2(e), and (iii) any of the special rules provided
                in Treas. Reg. § 1.415(c)-2(g); and

            


    

     

    
      	
              (b)  

            	
              Each
                Participant who is among the individuals identified as a "key employee"
                in
                accordance with part (a) of this Section shall be treated as a Specified
                Employee for purposes of this Plan if such Participant experiences
                a
                Separation from Service during the 12-month period that begins on
                the
                April 1st
                following the applicable identification
                date.

            


    

     

     

    
      
         

        
          
            
              
                
                  

                

                8

              

               

            

          

        

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Thermo
      Fisher Scientific
      Inc.

    
      
        2005 Deferred
          Compensation Plan

        Master
          Plan Document

          
            

          

        

         

      

    

     

    


    
      	
              1.29  

            	
              "Trust"
                shall mean one or more trusts established by the Company in accordance
                with Article 15.

            


    

     

    
      	
              1.30  

            	
              "Unforeseeable
                Emergency" shall mean a severe financial hardship of the Participant
                resulting from (a) an illness or accident of the Participant, the
                Participant's spouse, the Participant's Beneficiary or the Participant's
                dependent (as defined in Code Section 152 without regard to paragraphs
                (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant's
                property due to casualty, or (c) such other similar extraordinary
                and
                unforeseeable circumstances arising as a result of events beyond
                the
                control of the Participant, all as determined by the Company based
                on the
                relevant facts and circumstances.

            


    

     

    
      	
              1.31  

            	
              "Years
                of Service" shall mean the total number of full years in which a
                Participant has been employed by one or more Employers.  For
                purposes of this definition, a year of employment shall be a 365
                day
                period (or 366 day period in the case of a leap year) that, for the
                first
                year of employment, commences on the Employee's date of hiring and
                that,
                for any subsequent year, commences on an anniversary of that hiring
                date.  A partial year of employment shall not be treated as a
                Year of Service.

            


    

     

    ARTICLE
      2

    Selection,
      Enrollment, Eligibility

     

    
      	
              2.1  

            	
              Selection
                by Committee.  Participation in the Plan shall be
                limited to, as determined by the Committee in its sole discretion,
                a
                select group of management or highly compensated
                Employees.  From that group, the Committee shall select, in its
                sole discretion, those individuals who may actually participate in
                this
                Plan.

            


    

     

    
      	
              2.2  

            	
              Enrollment
                and Eligibility Requirements; Commencement of
                Participation.

            


    

     

    
      	
              (a)  

            	
              As
                a condition to participation, selected Employee shall complete, execute
                and return to the Company a Plan Agreement, an Election Form and
                a
                Beneficiary Designation Form by the deadline(s) established by the
                Company
                in accordance with the applicable provisions of this Plan.  In
                addition, the Company shall establish from time to time such other
                enrollment requirements as it determines, in its sole discretion,
                are
                necessary.

            


    

     

    
      	
              (b)  

            	
              Each
                Employee who is eligible to participate in the Plan shall commence
                participation in the Plan on the date that the Company determines
                that the
                Employee has met all enrollment requirements set forth in this Plan
                and
                required by the Company, including returning all required documents
                to the
                Company within the specified time
                period.

            


    

     

     

    
      
        
          
            
              
                
                  

                

                9

              

               

            

          

        

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Thermo
      Fisher Scientific
      Inc.

    
      
        2005 Deferred
          Compensation Plan

        Master
          Plan Document

          
            

          

        

         

      

    

     

    
      
        	
                (c)  

              	
                If
                  an Employee fails to meet all requirements established by the Company
                  within the period required, that Employee shall not be eligible
                  to
                  participate in the Plan during such Plan
                  Year.

              


      

       

      ARTICLE
        3

      Deferral
        Commitments/Company Contribution Amounts/

      Company
        Restoration Matching Amounts/Vesting/Crediting/Taxes

       

      
        	
                3.1  

              	
                Minimum
                  Deferrals.

              


      

       

      
        	
                (a)  

              	
                Base
                  Salary and Annual Incentive.  For each Plan Year, a
                  Participant may elect to defer, as his or her Annual Deferral Amount,
                  an
                  aggregate minimum of $5,000 of Base Salary and/or Annual
                  Incentive.  If an election is made for less than the stated
                  minimum amounts, or if no election is made, the amount deferred
                  shall be
                  zero.

              


      

       

      
        	
                (b)  

              	
                Short
                  Plan Year.  Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan
                  Year, the minimum Annual Deferral Amount shall be an amount equal
                  to the
                  minimum set forth above, multiplied by a fraction, the numerator
                  of which
                  is the number of complete months remaining in the Plan Year and
                  the
                  denominator of which is 12.

              


      

       

      
        	
                3.2  

              	
                Maximum
                  Deferral.

              


      

       

      
        	
                (a)  

              	
                Annual
                  Deferral Amount.  For each Plan Year, a Participant
                  may elect to defer, as his or her Annual Deferral Amount, Base
                  Salary
                  and/or Annual Incentive up to the following maximum percentages
                  for each
                  deferral elected:

              


      

       

      
        
          	
                  Deferral

                	
                  Maximum
                    Percentage

                
	
                  Base
                    Salary

                	
                  90%

                
	
                  Annual
                    Incentive

                	
                  100%

                


        

      

       

      
        	
                (b)  

              	
                Short
                  Plan Year.  Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan
                  Year, then to the extent required by Section 3.3 and Code Section
                  409A and
                  related Treasury Regulations, the maximum amount of the Participant's
                  Base
                  Salary and/or Annual Incentive that may be deferred by the Participant
                  for
                  the Plan Year shall be determined by applying the percentages set
                  forth in
                  Section 3.2(a) to the portion of such compensation attributable
                  to
                  services performed after the date that the Participant's deferral
                  election
                  is made.

              


      

       

       

      
        
          
            
              
                
                  
                    
                      

                    

                    10

                  

                   

                

              

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Thermo
        Fisher Scientific
        Inc.

      
        
          2005 Deferred
            Compensation Plan

          Master
            Plan Document

            
              

            

          

          
 

          
            
              	
                      3.3  

                    	
                      Timing
                        of Deferral Elections; Effect of Election
                        Form.

                    


            

             

            
              	
                      (a)  

                    	
                      General
                        Timing Rule for Deferral Elections.  Except as
                        otherwise provided in this Section 3.3, in order for a Participant
                        to make
                        a valid election to defer Base Salary and/or Annual Incentive,
                        the
                        Participant must submit an Election Form on or before the
                        deadline
                        established by the Company, which in no event shall be later
                        than the
                        December 31st
                        preceding
                        the Plan Year in which such compensation will be
                        earned.

                    


            

             

            Any
              deferral election made in accordance with this Section 3.3(a) shall
              be
              irrevocable; provided, however, that if the Company permits or requires
              Participants to make a deferral election by the deadline described
              above for an
              amount that qualifies as Performance-Based Compensation, the Company
              may permit
              a Participant to subsequently change his or her deferral election for
              such
              compensation by submitting a new Election Form in accordance with Section
              3.3(c)
              below.

             

            
              	
                      (b)  

                    	
                      Timing
                        of Deferral Elections for Newly Eligible Plan
                        Participants.  A Director or selected Employee who
                        first becomes eligible to participate in the Plan on or after
                        the
                        beginning of a Plan Year, as determined in accordance with
                        Treas. Reg. §
                        1.409A-2(a)(7)(ii) and the "plan aggregation" rules provided
                        in Treas.
                        Reg. §
                        1.409A-1(c)(2), may be permitted to make an election to defer
                        the portion
                        of Base Salary and/or Annual Incentive attributable to services
                        to be
                        performed after such election, provided that the Participant
                        submits an
                        Election Form on or before the deadline established by the
                        Company, which
                        in no event shall be later than 30 days after the Participant
                        first
                        becomes eligible to participate in the
                        Plan.

                    


            

             

            If
              a
              deferral election made in accordance with this Section 3.3(b) relates
              to
              compensation earned based upon a specified performance period, the
              amount
              eligible for deferral shall be equal to (i) the total amount of compensation
              for
              the performance period, multiplied by (ii) a fraction, the numerator
              of which is
              the number of days remaining in the service period after the Participant's
              deferral election is made, and the denominator of which is the total
              number of
              days in the performance period.

             

            Any
              deferral election made in accordance with this Section 3.3(b) shall
              become
              irrevocable no later than the 30th
              day after the date
              the Director or selected Employee becomes eligible to participate in
              the
              Plan.

             

            
              	
                      (c)  

                    	
                      Timing
                        of Deferral Elections for Performance-Based
                        Compensation.  Subject to the limitations described
                        below, the Company may determine that an irrevocable deferral
                        election for
                        an amount that qualifies as Performance-Based Compensation
                        may be made by
                        submitting an Election Form on or before the deadline established
                        by the
                        Company, which in no event shall be later than 6 months before
                        the end of
                        the performance period.

                    


            

             

             

            
              
                
                  

                

                11

              

            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              Thermo
                Fisher Scientific
                Inc.

              
                
                  2005 Deferred
                    Compensation Plan

                  Master
                    Plan Document

                    
                      

                    

                  

                  
In
                    order
                    for a Participant to be eligible to make a deferral election
                    for
                    Performance-Based Compensation in accordance with the deadline
                    established
                    pursuant to this Section 3.3(c), the Participant must have performed
                    services
                    continuously from the later of (i) the beginning of the performance
                    period for
                    such compensation, or (ii) the date upon which the performance
                    criteria for such
                    compensation are established, through the date upon which the
                    Participant makes
                    the deferral election for such compensation.  In no event shall a
                    deferral election submitted under this Section 3.3(c) be permitted
                    to apply to
                    any amount of Performance-Based Compensation that has become
                    readily
                    ascertainable.

                   

                

              

            

            
              
                	
                        3.4  

                      	
                        Withholding
                          and Crediting of Annual Deferral Amounts.  For each
                          Plan Year, the Base Salary portion of the Annual Deferral
                          Amount shall be
                          withheld from each regularly scheduled Base Salary payroll
                          in equal
                          amounts, as adjusted from time to time for increases and
                          decreases in Base
                          Salary.  The Annual Incentive portion of the Annual Deferral
                          Amount shall be withheld at the time the Annual Incentive
                          is or otherwise
                          would be paid to the Participant, whether or not this occurs
                          during the
                          Plan Year itself.  Annual Deferral Amounts shall be credited to
                          the Participant's Annual Account for such Plan Year at
                          the time such
                          amounts would otherwise have been paid to the
                          Participant.

                      


              

               

              
                	
                        3.5  

                      	
                        Company
                          Contribution Amount.

                      


              

               

              
                	
                        (a)  

                      	
                        For
                          each Plan Year, an Employer may be required to credit amounts
                          to a
                          Participant's Annual Account in accordance with employment
                          or other
                          agreements entered into between the Participant and the
                          Employer, which
                          amounts shall be part of the Participant's Company Contribution
                          Amount for
                          that Plan Year.  Such amounts shall be credited to the
                          Participant's Annual Account for the applicable Plan Year
                          on the date or
                          dates prescribed by such
                          agreements.

                      


              

               

              
                	
                        (b)  

                      	
                        For
                          each Plan Year, an Employer, in its sole discretion, may,
                          but is not
                          required to, credit any amount it desires to any Participant's
                          Annual
                          Account under this Plan, which amount shall be part of
                          the Participant's
                          Company Contribution Amount for that Plan Year.  The amount so
                          credited to a Participant may be smaller or larger than
                          the amount
                          credited to any other Participant, and the amount credited
                          to any
                          Participant for a Plan Year may be zero, even though one
                          or more other
                          Participants receive a Company Contribution Amount for
                          that Plan
                          Year.  The Company Contribution Amount described in this Section
                          3.5(b), if any, shall be credited to the Participant's
                          Annual Account for
                          the applicable Plan Year on a date or dates to be determined
                          by the
                          Company.

                      


              

               

               

              
                
                  
                    

                  

                  12

                

              

               

            

            
              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

             

            Thermo
              Fisher Scientific
              Inc.

            
              
                2005 Deferred
                  Compensation Plan

                Master
                  Plan Document

                  
                    

                  

                

                
 

              

            

          

        

      

    

    
      	
              (c)  

            	
              If
                not otherwise specified in the Participant's employment or other
                agreement
                entered into between the Participant and the Employer, the amount
                (or the
                method or formula for determining the amount) of a Participant's
                Company
                Contribution Amount shall be set forth in writing in one or more
                documents, which shall be deemed to be incorporated into this Plan
                in
                accordance with Section 1.23, no later than the date on which such
                Company
                Contribution Amount is credited to the applicable Annual Account
                of the
                Participant.

            


    

     

    
      	
              3.6  

            	
              Investment
                of Trust Assets.  The Trustee of the Trust shall be
                authorized, upon written instructions received from the Company or
                investment manager appointed by the Company, to invest and reinvest
                the
                assets of the Trust in accordance with the applicable Trust Agreement,
                including the disposition of stock and reinvestment of the proceeds
                in one
                or more investment vehicles designated by the
                Company.

            


    

     

    
      	
              3.7  

            	
              Vesting.

            


    

     

    
      	
              (a)  

            	
              A
                Participant shall at all times be 100% vested in the portion of his
                or her
                Account Balance attributable to Annual Deferral Amounts, plus amounts
                credited or debited on such amounts pursuant to Section
                3.8.

            


    

     

    
      	
              (b)  

            	
              The
                Committee, in its sole discretion, will determine over what period
                of time
                and in what percentage increments a Participant shall vest in his
                or her
                Company Contribution Account.  The Committee may credit some
                Participants with larger or smaller vesting percentages that other
                Participants, and the vesting percentage credited to any Participant
                for a
                Plan Year may be zero, even though one or more other Participants
                have a
                greater vesting percentage credited to them for that Plan
                Year.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
                anything to the contrary contained in this Section 3.7, in the event
                of a
                Change in Control, or upon a Participant's  Separation from
                Service on or after qualifying for Retirement, any amounts that
                are not vested in accordance with Section 3.7(b) above, shall immediately
                become 100% vested.

            


    

     

    
      	
              (d)  

            	
              Notwithstanding
                subsection 3.7(c) above, the vesting schedule for a Participant shall
                not
                be accelerated upon a Change in Control to the extent that the Committee
                determines that such acceleration would cause the deduction limitations
                of
                Section 280G of the Code to become effective.  In the event of
                such a determination, the Participant may request independent verification
                of the Committee's calculations with respect to the application of
                Section
                280G.  In such case, the Committee must provide to the
                Participant within 90 days of such a request an opinion from a nationally
                recognized accounting firm selected by the Participant (the "Accounting
                Firm").  The opinion shall state the Accounting Firm's opinion
                that any limitation in the vested percentage hereunder is necessary
                to
                avoid the limits of Section 280G and contain supporting
                calculations.  The cost of such opinion shall be paid for by the
                Company.

            


    

     

     

    
      
        
          
            

          

          13

        

      

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      Thermo
        Fisher Scientific
        Inc.

      
        
          2005 Deferred
            Compensation Plan

          Master
            Plan Document

            
              

            

          

           

          


          
            	
                    3.8  

                  	
                    Crediting/Debiting
                      of Account Balances.  In accordance with, and
                      subject to, the rules and procedures that are established from
                      time to
                      time by the Company, in its sole discretion, amounts shall
                      be credited or
                      debited to a Participant's Account Balance in accordance with
                      the
                      following rules:

                  


          

           

          
            	
                    (a)  

                  	
                    Measurement
                      Funds.  The Participant may elect one or more of
                      the measurement funds selected by the Company, in its sole
                      discretion,
                      which are based on certain mutual funds (the "Measurement Funds"),
                      for the
                      purpose of crediting or debiting additional amounts to his
                      or her Account
                      Balance.  As necessary, the Company may, in its sole discretion,
                      discontinue, substitute or add a Measurement Fund.  Each such
                      action will take effect as of the first day of the first calendar
                      quarter
                      that begins at least 30 days after the day on which the Company
                      gives
                      Participants advance written notice of such
                      change.

                  


          

           

          
            	
                    (b)  

                  	
                    Election
                      of Measurement Funds.  A Participant, in connection
                      with his or her initial deferral election in accordance with
                      Section 3.3
                      above, shall elect, on the Election Form, one or more Measurement
                      Fund(s)
                      (as described in Section 3.8(a) above) to be used to determine
                      the amounts
                      to be credited or debited to his or her Account Balance.  If a
                      Participant does not elect any of the Measurement Funds as
                      described in
                      the previous sentence, the Participant's Account Balance shall
                      automatically be allocated into the lowest-risk Measurement
                      Fund, as
                      determined by the Company, in its sole discretion.  The
                      Participant may (but is not required to) elect, by submitting
                      an Election
                      Form to the Company that is accepted by the Company, to add
                      or delete one
                      or more Measurement Fund(s) to be used to determine the amounts
                      to be
                      credited or debited to his or her Account Balance, or to change
                      the
                      portion of his or her Account Balance allocated to each previously
                      or
                      newly elected Measurement Fund.  If an election is made in
                      accordance with the previous sentence, it shall apply as of
                      the first
                      business day deemed reasonably practicable by the Company,
                      in its sole
                      discretion, and shall continue thereafter for each subsequent
                      day in which
                      the Participant participates in the Plan, unless changed in
                      accordance
                      with the previous sentence.  Notwithstanding the foregoing, the
                      Company, in its sole discretion, may impose limitations on
                      the frequency
                      with which one or more of the Measurement Funds elected in
                      accordance with
                      this Section 3.8(b) may be added or deleted by such Participant;
                      furthermore, the Company, in its sole discretion, may impose
                      limitations
                      on the frequency with which the Participant may change the
                      portion of his
                      or her Account Balance allocated to each previously or newly
                      elected
                      Measurement Fund.

                  


          

           

        

         

        
          
            
              
                
                  
                    

                  

                  14

                

              

               

            



          
            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          

            Thermo
              Fisher Scientific
              Inc.

            
              2005 Deferred
                Compensation Plan

              Master
                Plan Document

                
                  

                

              

               

            

            
              

                
                  	
                          (c)  

                        	
                          Proportionate
                            Allocation.  In making any election described in
                            Section 3.8(b) above, the Participant shall specify on
                            the Election Form,
                            in increments of one percent (1%), the percentage of
                            his or her Account
                            Balance or Measurement Fund, as applicable, to be
                            allocated/reallocated.

                        


                

                 

                
                  	
                          (d)  

                        	
                          Crediting
                            or Debiting Method.  The performance of each
                            Measurement Fund (either positive or negative) will be
                            determined on a
                            daily basis based on the manner in which such Participant's
                            Account
                            Balance has been hypothetically allocated among the Measurement
                            Funds by
                            the Participant.

                        


                

                 

                
                  	
                          (e)  

                        	
                          No
                            Actual Investment.  Notwithstanding any other
                            provision of this Plan that may be interpreted to the
                            contrary, the
                            Measurement Funds are to be used for measurement purposes
                            only, and a
                            Participant's election of any such Measurement Fund,
                            the allocation of his
                            or her Account Balance thereto, the calculation of additional
                            amounts and
                            the crediting or debiting of such amounts to a Participant's
                            Account
                            Balance shall not be considered or construed in any manner
                            as an actual
                            investment of his or her Account Balance in any such
                            Measurement
                            Fund.  In the event that the Company or the Trustee (as that
                            term is defined in the Trust), in its own discretion,
                            decides to invest
                            funds in any or all of the investments on which the Measurement
                            Funds are
                            based, no Participant shall have any rights in or to
                            such investments
                            themselves.  Without limiting the foregoing, a Participant's
                            Account Balance shall at all times be a bookkeeping entry
                            only and shall
                            not represent any investment made on his or her behalf
                            by the Company or
                            the Trust; the Participant shall at all times remain
                            an unsecured creditor
                            of the Company.

                        


                

                 

                
                  	
                          3.9  

                        	
                          FICA
                            and Other Taxes.

                        


                

                 

                
                  	
                          (a)  

                        	
                          Annual
                            Deferral Amounts.  For each Plan Year in which an
                            Annual Deferral Amount is being withheld from a Participant,
                            the
                            Participant's Employer(s) shall withhold from that portion
                            of the
                            Participant's Base Salary or Annual Incentive that is
                            not being deferred,
                            in a manner determined by the Employer(s), the Participant's
                            share of FICA
                            and other employment taxes on such Annual Deferral Amount.  If
                            necessary, the Company may reduce the Annual Deferral
                            Amount in order to
                            comply with this Section 3.9.

                        


                

                 

                
                  	
                          (b)  

                        	
                          Company
                            Contribution Amounts.  When a Participant becomes
                            vested in a portion of his or her Account Balance attributable
                            to any
                            Company Contribution Amounts, the Participant's Employer(s)
                            shall withhold
                            from that portion of the Participant's Base Salary or
                            Annual Incentive
                            that is not deferred, in a manner determined by the Employer(s),
                            the
                            Participant's share of FICA and other employment taxes
                            on such
                            amounts.  If necessary, the Company may reduce the vested
                            portion of the Participant's Company Contribution Amount
                            in order to
                            comply with this Section 3.9.

                        


                

                 

                 

                
                  
                    
                      
                        
                          

                        

                        15

                      

                    

                     

                  

                  


                  
                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                   

                  Thermo
                    Fisher Scientific
                    Inc.

                  
                    2005 Deferred
                      Compensation Plan

                    Master
                      Plan Document

                      
                        

                      

                    

                     

                  

                  


                  
                    	
                            (c)  

                          	
                            Distributions.  The
                              Participant's Employer(s), or the trustee of the Trust,
                              shall withhold
                              from any payments made to a Participant under this
                              Plan all federal, state
                              and local income, employment and other taxes required
                              to be withheld by
                              the Employer(s), or the trustee of the Trust, in connection
                              with such
                              payments, in amounts and in a manner to be determined
                              in the sole
                              discretion of the Employer(s) and the trustee of the
                              Trust.

                          


                  

                   

                  ARTICLE
                    4

                  Scheduled
                    Distribution; Unforeseeable Emergencies

                   

                  
                    	
                            4.1  

                          	
                            Scheduled
                              Distributions.  In connection with each election to
                              defer an Annual Deferral Amount, a Participant may
                              elect to receive all or
                              a portion of such Annual Deferral Amount, plus amounts
                              credited or debited
                              on that amount pursuant to Section 3.8, in the form
                              of a lump sum payment,
                              calculated as of the close of business on or around
                              the Benefit
                              Distribution Date designated by the Participant in
                              accordance with this
                              Section (a "Scheduled Distribution").  The Benefit Distribution
                              Date for the amount subject to a Scheduled Distribution
                              election shall be
                              the first day of any Plan Year designated by the Participant,
                              which may be
                              no sooner than 3 Plan Years after the end of the Plan
                              Year to which the
                              Participant's deferral election relates, unless otherwise
                              provided on an
                              Election Form approved by the
                              Company.

                          


                  

                   

                  Subject
                    to the other terms and conditions of this Plan, each Scheduled
                    Distribution
                    elected shall be paid out during a 60 day period commencing immediately
                    after
                    the Benefit Distribution Date.  By way of example, if a Scheduled
                    Distribution is elected for Annual Deferral Amounts that are
                    earned in the Plan
                    Year commencing January 1, 2008, the earliest Benefit Distribution
                    Date that may
                    be designated by a Participant would be January 1, 2012, and
                    the Scheduled
                    Distribution would be paid out during the 60 day period commencing
                    immediately
                    after such Benefit Distribution Date.

                   

                  
                    	
                            4.2  

                          	
                            Postponing
                              Scheduled Distributions.  A Participant may elect
                              to postpone a Scheduled Distribution described in Section
                              4.1 above, and
                              have such amount paid out during a 60 day period commencing
                              immediately
                              after an allowable alternative Benefit Distribution
                              Date designated in
                              accordance with this Section 4.2.  In order to make such an
                              election, the Participant must submit an Election Form
                              to the Company in
                              accordance with the following
                              criteria:

                          


                  

                   

                  
                    	
                            (a)  

                          	
                            The
                              election of the new Benefit Distribution Date shall
                              have no effect until
                              at least 12 months after the date on which the election
                              is
                              made;

                          


                  

                   

                  
                     

                    
                      
                        
                          
                            
                              
                                

                              

                              16

                            

                          

                          

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                          

                           

                        

                      

                    

                  

                  Thermo
                    Fisher Scientific
                    Inc.

                  
                    2005 Deferred
                      Compensation Plan

                    Master
                      Plan Document

                      
                        

                      

                    

                     

                  

                

                
                  


                  
                    	
                            (b)  

                          	
                            The
                              new Benefit Distribution Date selected by the Participant
                              for such
                              Scheduled Distribution must be the first day of a Plan
                              Year that is no
                              sooner than 5 years after the previously designated
                              Benefit Distribution
                              Date; and

                          


                  

                   

                  
                    	
                            (c)  

                          	
                            The
                              election must be made at least 12 months prior to the
                              Participant's
                              previously designated Benefit Distribution Date for
                              such Scheduled
                              Distribution.

                          


                  

                   

                  For
                    purposes of applying the provisions of this Section 4.2, a Participant's
                    election to postpone a Scheduled Distribution shall not be considered
                    to be made
                    until the date on which the election becomes irrevocable.  Such an
                    election shall become irrevocable no later than the date that
                    is 12 months prior
                    to the Participant's previously designated Benefit Distribution
                    Date for such
                    Scheduled Distribution.

                   

                  
                    	
                            4.3  

                          	
                            Other
                              Benefits Take Precedence Over Scheduled
                              Distributions.  Should an event occur prior to any
                              Benefit Distribution Date designated for a Scheduled
                              Distribution that
                              would trigger a benefit under Articles 5 through 8,
                              as applicable, all
                              amounts subject to a Scheduled Distribution election
                              shall be paid in
                              accordance with the other applicable provisions of
                              the Plan and not in
                              accordance with this Article 4.

                          


                  

                   

                  
                    	
                            4.4  

                          	
                            Unforeseeable
                              Emergencies.

                          


                  

                   

                  
                    	
                            (a)  

                          	
                            If
                              a Participant experiences an Unforeseeable Emergency
                              prior to the
                              occurrence of a distribution event described in Articles
                              5 through 8, as
                              applicable, the Participant may petition the Company
                              to receive a partial
                              or full payout from the Plan.  The payout, if any, from the Plan
                              shall not exceed the lesser of (i) the Participant's
                              vested Account
                              Balance, calculated as of the close of business on
                              or around the Benefit
                              Distribution Date for such payout, as determined by
                              the Company in
                              accordance with provisions set forth below, or (ii)
                              the amount necessary
                              to satisfy the Unforeseeable Emergency, plus amounts
                              necessary to pay
                              Federal, state, or local income taxes or penalties reasonably anticipated
                              as a result of the distribution.  A Participant shall not be
                              eligible to receive a payout from the Plan to the extent
                              that the
                              Unforeseeable Emergency is or may be relieved (A) through
                              reimbursement or
                              compensation by insurance or otherwise, (B) by liquidation
                              of the
                              Participant's assets, to the extent the liquidation
                              of such assets would
                              not itself cause severe financial hardship or (C) by
                              cessation of
                              deferrals under this Plan.

                          


                  

                   

                  If
                    the
                    Company, in its sole discretion, approves a Participant's petition
                    for payout
                    from the Plan, the Participant's Benefit Distribution Date for
                    such payout shall
                    be the date on which such Company approval occurs and such payout
                    shall be
                    distributed to the Participant in a lump sum no later than 60
                    days after such
                    Benefit Distribution Date.  In addition, in the event of such approval
                    the Participant's outstanding deferral elections under the Plan
                    shall be
                    cancelled.

                   

                

                
                   

                  
                    
                      
                        
                          
                            
                              

                            

                            17

                          

                        

                        
 

                      

                    

                  

                

                
                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                Thermo
                  Fisher Scientific
                  Inc.

                
                  2005 Deferred
                    Compensation Plan

                  Master
                    Plan Document

                    
                      

                    

                  

                   

                

                


                
                  	
                          (b)  

                        	
                          A
                            Participant's deferral elections under this Plan shall
                            also be cancelled
                            to the extent the Company determines that such action
                            is required for the
                            Participant to obtain a hardship distribution from an
                            Employer's 401(k)
                            Plan pursuant to Treas. Reg. §
1.401(k)-l(d)(3).

                        


                

                 

                ARTICLE
                  5

                Retirement
                  Benefit

                 

                
                  	
                          5.1  

                        	
                          Retirement
                            Benefit.  If a Participant experiences a Separation
                            from Service that qualifies as a Retirement, the Participant
                            shall be
                            eligible to receive his or her vested Account Balance
                            in either a lump sum
                            or annual installment payments, as elected by the Participant
                            in
                            accordance with Section 5.2 (the "Retirement Benefit").  A
                            Participant's Retirement Benefit shall be calculated
                            as of the close of
                            business on or around the applicable Benefit Distribution
                            Date for such
                            benefit, which shall be (i) the first day after the end
                            of the 6-month
                            period immediately following the date on which the Participant
                            experiences
                            such Separation from Service if the Participant is a
                            Specified Employee,
                            and (ii) for all other Participants, the earlier of (a)
                            the March 1st
                            immediately
                            following the  date on which the Participant experiences such
                            Separation from Service or (b) the September 1st
                            immediately
                            following the date on which the Participant experiences
                            a Separation from
                            Service; provided, however, if a Participant changes
                            the form of
                            distribution for one or more Annual Accounts in accordance
                            with Section
                            5.2(b), the Benefit Distribution Date for the Annual
                            Account(s) subject to
                            such change shall be determined in accordance with Section
                            5.2(b).

                        


                

                 

                
                  	
                          5.2  

                        	
                          Payment
                            of Retirement Benefit.

                        


                

                 

                
                  	
                          (a)  

                        	
                          In
                            connection with a Participant's election to defer an
                            Annual Deferral
                            Amount, the Participant shall elect the form in which
                            his or her Annual
                            Account for such Plan Year will be paid.  The Participant may
                            elect to receive each Annual Account in the form of a
                            lump sum or pursuant
                            to an Annual Installment Method of 5, 10 or 15 years.  If a
                            Participant does not make any election with respect to
                            the payment of an
                            Annual Account, then the Participant shall be deemed
                            to have elected to
                            receive such Annual Account as a lump
                            sum.

                        


                

                 

                
                  	
                          (b)  

                        	
                          A
                            Participant may change the form of payment for an Annual
                            Account by
                            submitting an Election Form to the Company in accordance
                            with the
                            following criteria:

                        


                

                 

                (i)  The
                  election shall not take effect until at least 12 months after the
                  date on which
                  the election is made;

                 

              

              
                 

                
                  
                    
                      
                        
                          
                            

                          

                          18

                        

                      

                      


                    

                  

                

              

              
                


                
                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                


                Thermo
                  Fisher Scientific
                  Inc.

                
                  2005 Deferred
                    Compensation Plan

                  Master
                    Plan Document

                    
                      

                    

                  

                   

                

                 

                
                  	
                          (ii)  

                        	
                          The
                            new Benefit Distribution Date for such Annual Account
                            shall be 5 years
                            after the Benefit Distribution Date that would otherwise
                            have been
                            applicable to such  Annual Account;
                            and

                        


                

                 

                
                  	
                          (iii)  

                        	
                          The
                            election must be made at least 12 months prior to the
                            Benefit Distribution
                            Date that would otherwise have been applicable to such
                            Annual
                            Account.

                        


                

                 

                For
                  purposes of applying the provisions of this Section 5.2(b), a Participant's
                  election to change the form of payment for an Annual Account shall
                  not be
                  considered to be made until the date on which the election becomes
                  irrevocable.  Such an election shall become irrevocable no later than
                  the date that is 12 months prior to the Benefit Distribution Date
                  that would
                  otherwise have been applicable to such Annual Account.  Subject to the
                  requirements of this Section 5.2(b), the Election Form most recently
                  accepted by
                  the Company that has become effective for an Annual Account shall
                  govern the
                  form of payout of such Annual Account.

                 

                
                  	
                          (c)  

                        	
                          The
                            lump sum payment shall be made, or installment payments
                            shall commence, no
                            later than 60 days after the applicable Benefit Distribution
                            Date.  Remaining installments, if any, shall continue in
                            accordance with the Participant's election for each Annual
                            Account and
                            shall be paid no later than 60 days after each anniversary
                            of the Benefit
                            Distribution Date.

                        


                

                 

                ARTICLE
                  6

                Termination
                  Benefit

                 

                
                  	
                          6.1  

                        	
                          Termination
                            Benefit.  If a Participant experiences a Separation
                            from Service that does not qualify as a Retirement, the
                            Participant shall
                            receive his or her vested Account Balance in the form
                            of a lump sum
                            payment (the "Termination Benefit").  A Participant's
                            Termination Benefit shall be calculated as of the close
                            of business on or
                            around the Benefit Distribution Date for such benefit,
                            which shall be (i)
                            the later of (a) the 60th
                            day of the
                            Plan Year next following the Plan Year in which the Participant
                            experiences a Separation from Service or (b) the first
                            day after the end
                            of the 6-month period immediately following the date
                            on which the
                            Participant experiences such Separation from Service
                            if the Participant is
                            a Specified Employee, and (ii) for all other Participants,
                            the 60th
                            day of the
                            Plan year next following the Plan year in which the Participant
                            experiences a Separation from
                            Service.

                        


                

                 

                
                  	
                          6.2  

                        	
                          Payment
                            of Termination Benefit.  The Termination Benefit
                            shall be paid to the Participant no later than 60 days
                            after the
                            Participant's Benefit Distribution
                            Date.

                        


                

                 

              

              
                 

                
                  
                    
                      
                        
                          
                            

                          

                          19

                        

                      

                      


                    

                  

                

              

              
                


                
                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                


                
                  Thermo
                    Fisher Scientific
                    Inc.

                  
                    2005 Deferred
                      Compensation Plan

                    Master
                      Plan Document

                      
                        

                      

                    

                     

                     

                    ARTICLE
                      7

                    Disability
                      Benefit

                     

                    
                      	
                              7.1  

                            	
                              Disability
                                Benefit.  If a Participant becomes Disabled prior
                                to the occurrence of a distribution event described
                                in Articles 5 and 6,
                                as applicable, the Participant shall receive his
                                or her vested Account
                                Balance in the form of a lump sum payment (the "Disability
                                Benefit").  The Disability Benefit shall be calculated as of
                                the
                                close of business on or around the Participant's
                                Benefit Distribution Date
                                for such benefit, which shall be the date on which
                                the Participant becomes
                                Disabled.

                            


                    

                     

                    
                      	
                              7.2  

                            	
                              Payment
                                of Disability Benefit.  The Disability Benefit
                                shall be paid to the Participant no later than 60
                                days after the
                                Participant's Benefit Distribution
                                Date.

                            


                    

                     

                    ARTICLE
                      8

                    Death
                      Benefit

                     

                    
                      	
                              8.1  

                            	
                              Death
                                Benefit.  In the event of a Participant's death
                                prior to the complete distribution of his or her
                                vested Account Balance,
                                the Participant's Beneficiary(ies) shall receive
                                the Participant's unpaid
                                vested Account Balance in a lump sum payment (the
                                "Death
                                Benefit").  The Death Benefit shall be calculated as of the
                                close of business on or around the Benefit Distribution
                                Date for such
                                benefit, which shall be the date on which the Company
                                is provided with
                                proof that is satisfactory to the Company of the
                                Participant's
                                death.

                            


                    

                     

                    
                      	
                              8.2  

                            	
                              Payment
                                of Death Benefit.  The Death Benefit shall be paid
                                to the Participant's Beneficiary(ies) no later than
                                60 days after the
                                Participant's Benefit Distribution
                                Date.

                            


                    

                     

                    ARTICLE
                      9

                    Beneficiary
                      Designation

                     

                    
                      	
                              9.1  

                            	
                              Beneficiary.  Each
                                Participant shall have the right, at any time, to
                                designate his or her
                                Beneficiary(ies) (both primary as well as contingent)
                                to receive any
                                benefits payable under the Plan to a beneficiary
                                upon the death of a
                                Participant.  The Beneficiary designated under this Plan may be
                                the same as or different from the Beneficiary designation
                                under any other
                                plan of an Employer in which the Participant
                                participates.

                            


                    

                     

                    
                      	
                              9.2  

                            	
                              Beneficiary
                                Designation; Change.  A Participant shall designate
                                his or her Beneficiary by completing and signing
                                the Beneficiary
                                Designation Form, and returning it to the Company
                                or its designated
                                agent.  A Participant shall have the right to change a
                                Beneficiary by completing, signing and otherwise
                                complying with the terms
                                of the Beneficiary Designation Form and the Company's
                                rules and
                                procedures, as in effect from time to time.  Upon the acceptance
                                by the Company of a new Beneficiary Designation Form,
                                all Beneficiary
                                designations previously filed shall be canceled.  The Company
                                shall be entitled to rely on the last Beneficiary
                                Designation Form filed
                                by the Participant and accepted by the Company prior
                                to his or her
                                death.

                            


                    

                     

                  

                  
                     

                    
                      
                        
                          
                            
                              
                                

                              

                              20

                            

                          

                          
 

                        

                      

                    

                  

                  
                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                  
                     

                    Thermo
                      Fisher Scientific
                      Inc.

                    
                      2005 Deferred
                        Compensation Plan

                      Master
                        Plan Document

                        
                          

                        

                      

                      
 

                    

                  

                  
                    	
                            9.3  

                          	
                            Acknowledgement.  No
                              designation or change in designation of a Beneficiary
                              shall be effective
                              until received and acknowledged in writing by the Company
                              or its
                              designated agent.

                          


                  

                   

                  
                    	
                            9.4  

                          	
                            No
                              Beneficiary Designation.  If a Participant fails to
                              designate a Beneficiary as provided in Sections 9.1,
                              9.2 and 9.3 above or,
                              if all designated Beneficiaries predecease the Participant
                              or die prior to
                              complete distribution of the Participant's benefits,
                              then the
                              Participant's designated Beneficiary shall be deemed
                              to be his or her
                              surviving spouse.  If the Participant has no surviving spouse,
                              the benefits remaining under the Plan to be paid to
                              a Beneficiary shall be
                              payable to the executor or personal representative
                              of the Participant's
                              estate.

                          


                  

                   

                  
                    	
                            9.5  

                          	
                            Doubt
                              as to Beneficiary.  If the Company has any doubt as
                              to the proper Beneficiary to receive payments pursuant
                              to this Plan, the
                              Company shall have the right, exercisable in its discretion,
                              to cause the
                              Participant's Employer to withhold such payments until
                              this matter is
                              resolved to the Company's
                              satisfaction.

                          


                  

                   

                  
                    	
                            9.6  

                          	
                            Discharge
                              of Obligations.  The payment of benefits under the
                              Plan to a Beneficiary shall fully and completely discharge
                              all Employers
                              and the Committee from all further obligations under
                              this Plan with
                              respect to the Participant, and that Participant's
                              Plan Agreement shall
                              terminate upon such full payment of
                              benefits.

                          


                  

                   

                  ARTICLE
                    10

                  Leave
                    of Absence

                   

                  
                    	
                            10.1  

                          	
                            Paid
                              Leave of Absence.  If a Participant is authorized
                              by the Participant's Employer to take a paid leave
                              of absence from the
                              employment of the Employer, and such leave of absence
                              does not constitute
                              a Separation from Service, (a) the Participant shall
                              continue to be
                              considered eligible for the benefits provided under
                              the Plan, and (b) the
                              Annual Deferral Amount shall continue to be withheld
                              during such paid
                              leave of absence in accordance with Section
                              3.3.

                          


                  

                   

                  
                    	
                            10.2  

                          	
                            Unpaid
                              Leave of Absence.  If a Participant is authorized
                              by the Participant's Employer to take an unpaid leave
                              of absence from the
                              employment of the Employer for any reason, and such
                              leave of absence does
                              not constitute a Separation from Service, such Participant
                              shall continue
                              to be eligible for the benefits provided under the
                              Plan.  During
                              the unpaid leave of absence, the Participant shall
                              not be allowed to make
                              any additional deferral elections.  However, if the Participant
                              returns to employment, the Participant may elect to
                              defer an Annual
                              Deferral Amount for the Plan Year following his or
                              her return to
                              employment and for every Plan Year thereafter while
                              a Participant in the
                              Plan, provided such deferral elections are otherwise
                              allowed and an
                              Election Form is delivered to and accepted by the Committee
                              for each such
                              election in accordance with Section 3.3
                              above.

                          


                  

                   

                  
                     

                    
                      
                        
                          
                            
                              
                                

                              

                              21

                            

                          

                          
 

                        

                      

                    

                  

                  
                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                  
                     

                    Thermo
                      Fisher Scientific
                      Inc.

                    
                      2005 Deferred
                        Compensation Plan

                      Master
                        Plan Document

                        
                          

                        

                      

                       

                      


                      ARTICLE
                        11

                      Termination
                        of Plan, Amendment or Modification

                       

                      
                        	
                                11.1  

                              	
                                Termination
                                  of Plan.  Although the Company anticipates that
                                  it
                                  will continue the Plan for an indefinite period
                                  of time, there is no
                                  guarantee that the Company will continue the Plan
                                  or will not terminate
                                  the Plan at any time in the future.  Accordingly, the Company
                                  reserves the right to terminate the Plan with respect
                                  to all of its
                                  Participants.  In the event of a Plan termination no new
                                  deferral elections shall be permitted for the affected
                                  Participants and
                                  such Participants shall no longer be eligible to
                                  receive new company
                                  contributions.  However, after the Plan termination the Account
                                  Balances of such Participants shall continue to
                                  be credited with Annual
                                  Deferral Amounts attributable to a deferral election
                                  that was in effect
                                  prior to the Plan termination to the extent deemed
                                  necessary to comply
                                  with Code Section 409A and related Treasury Regulations,
                                  and additional
                                  amounts shall continue to credited or debited to
                                  such Participants'
                                  Account Balances pursuant to Section 3.8.  The Measurement Funds
                                  available to Participants following the termination
                                  of the Plan shall be
                                  comparable in number and type to those Measurement
                                  Funds available to
                                  Participants in the Plan Year preceding the Plan
                                  Year in which the Plan
                                  termination is effective.  In addition, following a Plan
                                  termination, Participant Account Balances shall
                                  remain in the Plan and
                                  shall not be distributed until such amounts become
                                  eligible for
                                  distribution in accordance with the other applicable
                                  provisions of the
                                  Plan.  Notwithstanding the preceding sentence, to the
                                  extent
                                  permitted by Treas. Reg. § 1.409A-3(j)(4)(ix), the Company may provide
                                  that upon termination of the Plan, all Account
                                  Balances of the
                                  Participants shall be distributed, subject to and
                                  in accordance with any
                                  rules established by the Company deemed necessary
                                  to comply with the
                                  applicable requirements and limitations of Treas.
                                  Reg. §
                                  1.409A-3(j)(4)(ix).

                              


                      

                       

                      
                        	
                                11.2  

                              	
                                Amendment.  The
                                  Company may, at any time, amend or modify the Plan
                                  in whole or in
                                  part.  Notwithstanding the foregoing, (i) no amendment
                                  or
                                  modification shall be effective to decrease the
                                  value of a Participant's
                                  vested Account Balance in existence at the time
                                  the amendment or
                                  modification is made, and (ii) no amendment or
                                  modification of this
                                  Section 11.2 or Section 12.2 of the Plan shall
                                  be
                                  effective.

                              


                      

                       

                      
                        	
                                11.3  

                              	
                                Plan
                                  Agreement.  Despite the provisions of Sections
                                  11.1, if a Participant's Plan Agreement contains
                                  benefits or limitations
                                  that are not in this Plan document, the Employer
                                  may only amend or
                                  terminate such provisions with the written consent
                                  of the
                                  Participant.

                              


                      

                       

                      
                        	
                                11.4  

                              	
                                Effect
                                  of Payment.  The full payment of the Participant's
                                  vested Account Balance in accordance with the applicable
                                  provisions of the
                                  Plan shall completely discharge all obligations
                                  to a Participant and his
                                  or her designated Beneficiaries under this Plan,
                                  and the Participant's
                                  Plan Agreement shall terminate.

                              


                      

                       

                    

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    

                                  

                                  22

                                

                              

                              



                            

                          

                        

                      

                      
                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                      
                         

                        Thermo
                          Fisher Scientific
                          Inc.

                        2005 Deferred
                          Compensation Plan

                        Master
                          Plan Document

                          
                            

                          

                        

                         

                        


                        ARTICLE
                          12

                        Administration

                         

                        
                          	
                                  12.1  

                                	
                                  Committee.  Members
                                    of the Committee may be Participants under this
                                    Plan.  The
                                    Committee shall also have the discretion and
                                    authority to (a) make, amend,
                                    interpret, and enforce all appropriate rules
                                    and regulations for the
                                    administration of this Plan, and (b) decide or
                                    resolve any and all
                                    questions, including benefit entitlement determinations
                                    and
                                    interpretations of this Plan, as may arise in
                                    connection with the
                                    Plan.  Any individual serving on the Committee who is
                                    a
                                    Participant shall not vote or act on any matter
                                    relating solely to himself
                                    or herself.  When making a determination or calculation, the
                                    Committee shall be entitled to rely on information
                                    furnished by a
                                    Participant or the Company.

                                


                        

                         

                        
                          	
                                  12.2  

                                	
                                  Administration
                                    Upon Change In Control.  Within 120 days following
                                    a Change in Control, the individuals who comprised
                                    the Committee
                                    immediately prior to the Change in Control (whether
                                    or not such
                                    individuals are members of the Committee following
                                    the Change in Control)
                                    may, by written consent of the majority of such
                                    individuals, appoint an
                                    independent third party administrator (the "Administrator")
                                    to perform any
                                    or all of the Committee's duties described in
                                    Section 12.1 above,
                                    including without limitation, the power to determine
                                    any questions arising
                                    in connection with the administration or interpretation
                                    of the Plan, and
                                    the power to make benefit entitlement determinations.  Upon and
                                    after the effective date of such appointment,
                                    (a) the Company must pay all
                                    reasonable administrative expenses and fees of
                                    the Administrator, and (b)
                                    the Administrator may only be terminated with
                                    the written consent of the
                                    majority of Participants with an Account Balance
                                    in the Plan as of the
                                    date of such proposed termination.

                                


                        

                         

                        
                          	
                                  12.3  

                                	
                                  Agents.  In
                                    the administration of this Plan, the Committee
                                    or the Administrator, as
                                    applicable, may, from time to time, employ agents
                                    and delegate to them or
                                    to any Employee such administrative duties as
                                    it sees fit (including
                                    acting through a duly appointed representative)
                                    and may from time to time
                                    consult with counsel.

                                


                        

                         

                        
                          	
                                  12.4  

                                	
                                  Binding
                                    Effect of Decisions.  The decision or action of the
                                    Committee or Administrator, as applicable, with
                                    respect to any question
                                    arising out of or in connection with the administration,
                                    interpretation
                                    and application of the Plan and the rules and
                                    regulations promulgated
                                    hereunder shall be final and conclusive and binding
                                    upon all persons
                                    having any interest in the Plan.

                                


                        

                         

                        
                          	
                                  12.5  

                                	
                                  Indemnity
                                    of Committee.  All Employers shall indemnify and
                                    hold harmless the members of the Committee, any
                                    Employee to whom the
                                    duties of the Committee may be delegated, and
                                    the Administrator against
                                    any and all claims, losses, damages, expenses
                                    or liabilities arising from
                                    any action or failure to act with respect to
                                    this Plan, except in the case
                                    of willful misconduct by the Committee, any of
                                    its members, any such
                                    Employee or the Administrator.

                                


                        

                         

                      

                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        

                                      

                                      23

                                    

                                  

                                  


                                

                              

                            

                          

                        

                      

                      
                        


                        
                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                        

                        
                           

                          Thermo
                            Fisher Scientific
                            Inc.

                          2005 Deferred
                            Compensation Plan

                          Master
                            Plan Document

                            
                              

                            

                          

                           

                        

                      

                    

                  

                

                


                
                  	
                          12.6  

                        	
                          Employer
                            Information.  To enable the Committee and/or
                            Administrator to perform its functions, the Company shall
                            supply full and
                            timely information to the Committee and/or Administrator,
                            as the case may
                            be, on all matters relating to the Plan, the Trust, the
                            Participants and
                            their Beneficiaries, the Account Balances of the Participants,
                            the
                            compensation of its Participants, the date and circumstances
                            of the
                            Separation from Service, Disability or death of its Participants,
                            and such
                            other pertinent information as the Committee or Administrator
                            may
                            reasonably require.

                        


                

                 

                ARTICLE
                  13

                Other
                  Benefits and Agreements

                 

                
                  	
                          13.1  

                        	
                          Coordination
                            with Other Benefits.  The benefits provided for a
                            Participant and Participant's Beneficiary under the Plan
                            are in addition
                            to any other benefits available to such Participant under
                            any other plan
                            or program for employees of the Participant's Employer.  The
                            Plan shall supplement and shall not supersede, modify
                            or amend any other
                            such plan or program except as may otherwise be expressly
                            provided.

                        


                

                 

                ARTICLE
                  14

                Claims
                  Procedures

                 

                
                  	
                          14.1  

                        	
                          Presentation
                            of Claim.  Any Participant or Beneficiary of a
                            deceased Participant (such Participant or Beneficiary
                            being referred to
                            below as a "Claimant") may deliver to the Company a written
                            claim for a
                            determination with respect to the amounts distributable
                            to such Claimant
                            from the Plan.  If such a claim relates to the contents of a
                            notice received by the Claimant, the claim must be made
                            within 60 days
                            after such notice was received by the Claimant.  All other
                            claims must be made within 180 days of the date on which
                            the event that
                            caused the claim to arise occurred.  The claim must state with
                            particularity the determination desired by the
                            Claimant.

                        


                

                 

                
                  	
                          14.2  

                        	
                          Notification
                            of Decision.  The Company shall consider a
                            Claimant's claim within a reasonable time, but no later
                            than 90 days after
                            receiving the claim.  If the Company determines that special
                            circumstances require an extension of time for processing
                            the claim,
                            written notice of the extension shall be furnished to
                            the Claimant prior
                            to the termination of the initial 90 day period.  In no event
                            shall such extension exceed a period of 90 days from
                            the end of the
                            initial period.  The extension notice shall indicate the special
                            circumstances requiring an extension of time and the
                            date by which the
                            Company expects to render the benefit determination.  The
                            Company shall notify the Claimant in
                            writing:

                        


                

                 

              

              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  

                                

                                24

                              

                            

                            

 

                          

                        

                      

                    

                  

                

              

              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              
                Thermo
                  Fisher Scientific
                  Inc.

                2005 Deferred
                  Compensation Plan

                Master
                  Plan Document

                  
                    

                  

                

                 

                

                  
                    	
                            (a)  

                          	
                            that
                              the Claimant's requested determination has been made,
                              and that the claim
                              has been allowed in full; or

                          


                  

                   

                  
                    	
                            (b)  

                          	
                            that
                              the Company has reached a conclusion contrary, in whole
                              or in part, to the
                              Claimant's requested determination, and such notice
                              must set forth in a
                              manner calculated to be understood by the
                              Claimant:

                          


                  

                   

                  
                    	
                            (i)  

                          	
                            the
                              specific reason(s) for the denial of the claim, or
                              any part of
                              it;

                          


                  

                   

                  
                    	
                            (ii)  

                          	
                            specific
                              reference(s) to pertinent provisions of the Plan upon
                              which such denial
                              was based;

                          


                  

                   

                  
                    	
                            (iii)  

                          	
                            a
                              description of any additional material or information
                              necessary for the
                              Claimant to perfect the claim, and an explanation of
                              why such material or
                              information is necessary;

                          


                  

                   

                  
                    	
                            (iv)  

                          	
                            an
                              explanation of the claim review procedure set forth
                              in Section 14.3 below;
                              and

                          


                  

                   

                  
                    	
                            (v)  

                          	
                            a
                              statement of the Claimant's right to bring a civil
                              action under ERISA
                              Section 502(a) following an adverse benefit determination
                              on
                              review.

                          


                  

                   

                  
                    	
                            14.3  

                          	
                            Review
                              of a Denied Claim.  On or before 60 days after
                              receiving a notice from the Committee that a claim
                              has been denied, in
                              whole or in part, a Claimant (or the Claimant's duly
                              authorized
                              representative) may file with the Committee a written
                              request for a review
                              of the denial of the claim.  The Claimant (or the Claimant's
                              duly authorized representative):

                          


                  

                   

                  
                    	
                            (a)  

                          	
                            may,
                              upon request and free of charge, have reasonable access
                              to, and copies of,
                              all documents, records and other information relevant
                              (as defined in
                              applicable ERISA regulations) to the claim for
                              benefits;

                          


                  

                   

                  
                    	
                            (b)  

                          	
                            may
                              submit written comments or other documents;
                              and/or

                          


                  

                   

                  
                    	
                            (c)  

                          	
                            may
                              request a hearing, which the Committee, in its sole
                              discretion, may
                              grant.

                          


                  

                   

                  
                    	
                            14.4  

                          	
                            Decision
                              on Review.  The Committee shall render its decision
                              on review promptly, and no later than 60 days after
                              the Committee receives
                              the Claimant's written request for a review of the
                              denial of the
                              claim.  If the Committee determines that special circumstances
                              require an extension of time for processing the claim,
                              written notice of
                              the extension shall be furnished to the Claimant prior
                              to the termination
                              of the initial 60 day period.  In no event shall such extension
                              exceed a period of 60 days from the end of the initial
                              period.  The extension notice shall indicate the special
                              circumstances requiring an extension of time and the
                              date by which the
                              Committee expects to render the benefit determination.  In
                              rendering its decision, the Committee shall take into
                              account all
                              comments, documents, records and other information
                              submitted by the
                              Claimant relating to the claim, without regard to whether
                              such information
                              was submitted or considered in the initial benefit
                              determination.  The decision must be written in a manner
                              calculated to be understood by the Claimant, and it
                              must
                              contain:

                          


                  

                   

                   

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      

                                    

                                    25

                                  

                                

                                
 

                              

                            

                          

                        

                      

                    

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  Thermo
                    Fisher Scientific
                    Inc.

                  2005 Deferred
                    Compensation Plan

                  Master
                    Plan Document

                    
                      

                    

                  

                   

                  

                    
                      	
                              (a)  

                            	
                              specific
                                reasons for the decision;

                            


                    

                     

                    
                      	
                              (b)  

                            	
                              specific
                                reference(s) to the pertinent Plan provisions upon
                                which the decision was
                                based;

                            


                    

                     

                    
                      	
                              (c)  

                            	
                              a
                                statement that the Claimant is entitled to receive,
                                upon request and free
                                of charge, reasonable access to and copies of, all
                                documents, records and
                                other information relevant (as defined in applicable
                                ERISA regulations) to
                                the Claimant's claim for benefits;
                                and

                            


                    

                     

                    
                      	
                              (d)  

                            	
                              a
                                statement of the Claimant's right to bring a civil
                                action under ERISA
                                Section 502(a).

                            


                    

                     

                    
                      	
                              14.5  

                            	
                              Legal
                                Action.  A Claimant's compliance with the foregoing
                                provisions of this Article 14 is a mandatory prerequisite
                                to a Claimant's
                                right to commence any legal action with respect to
                                any claim for benefits
                                under this Plan.

                            


                    

                     

                    ARTICLE
                      15

                    Trust

                     

                    
                      	
                              15.1  

                            	
                              Establishment
                                of the Trust.  In order to provide assets from
                                which to fulfill its obligations to the Participants
                                and their
                                Beneficiaries under the Plan, the Company may establish
                                a trust by a trust
                                agreement with a third party, the trustee, to which
                                each Employer may, in
                                its discretion, contribute cash or other property,
                                including securities
                                issued by the Company, to provide for the benefit
                                payments under the Plan
                                (the "Trust").

                            


                    

                     

                    
                      	
                              15.2  

                            	
                              Interrelationship
                                of the Plan and the Trust.  The provisions of the
                                Plan and the Plan Agreement shall govern the rights
                                of a Participant to
                                receive distributions pursuant to the Plan.  The provisions of
                                the Trust shall govern the rights of the Employers,
                                Participants and the
                                creditors of the Employers to the assets transferred
                                to the
                                Trust.  Each Employer shall at all times remain liable to
                                carry
                                out its obligations under the Plan.

                            


                    

                     

                    
                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          

                                        

                                        26

                                      

                                    

                                     

                                  

                                

                              

                            

                          

                        

                      

                    


                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    


                    Thermo
                      Fisher Scientific
                      Inc.

                    2005 Deferred
                      Compensation Plan

                    Master
                      Plan Document

                      
                        

                      

                    

                     

                     

                    
                      
                        	
                                15.3  

                              	
                                Distributions
                                  From the Trust.  Each Employer's obligations under
                                  the Plan may be satisfied with Trust assets distributed
                                  pursuant to the
                                  terms of the Trust, and any such distribution shall
                                  reduce the Employer's
                                  obligations under this Plan.

                              


                      

                       

                      ARTICLE
                        16

                      Miscellaneous

                       

                      
                        	
                                16.1  

                              	
                                Status
                                  of Plan.  The Plan is intended to be a plan
                                  that is
                                  not qualified within the meaning of Code Section
                                  401(a) and that "is
                                  unfunded and is maintained by an employer primarily
                                  for the purpose of
                                  providing deferred compensation for a select group
                                  of management or highly
                                  compensated employees" within the meaning of ERISA
                                  Sections 201(2),
                                  301(a)(3) and 401(a)(1).  The Plan shall be administered and
                                  interpreted (a) to the extent possible in a manner
                                  consistent with the
                                  intent described in the preceding sentence, and
                                  (b) in accordance with
                                  Code Section 409A and related Treasury guidance
                                  and
                                  Regulations.

                              


                      

                       

                      
                        	
                                16.2  

                              	
                                Unsecured
                                  General Creditor.  Participants and their
                                  Beneficiaries, heirs, successors and assigns shall
                                  have no legal or
                                  equitable rights, interests or claims in any property
                                  or assets of an
                                  Employer.  For purposes of the payment of benefits under this
                                  Plan, any and all of an Employer's assets shall
                                  be, and remain, the
                                  general, unpledged unrestricted assets of the Employer.  An
                                  Employer's obligation under the Plan shall be merely
                                  that of an unfunded
                                  and unsecured promise to pay money in the
                                  future.

                              


                      

                       

                      
                        	
                                16.3  

                              	
                                Employer's
                                  Liability.  An Employer's liability for the payment
                                  of benefits shall be defined only by the Plan and
                                  the Plan Agreement, as
                                  entered into between the Employer and a Participant.  An
                                  Employer shall have no obligation to a Participant
                                  under the Plan except
                                  as expressly provided in the Plan and his or her
                                  Plan
                                  Agreement.

                              


                      

                       

                      
                        	
                                16.4  

                              	
                                Nonassignability.  Neither
                                  a Participant nor any other person shall have any
                                  right to commute, sell,
                                  assign, transfer, pledge, anticipate, mortgage
                                  or otherwise encumber,
                                  transfer, hypothecate, alienate or convey in advance
                                  of actual receipt,
                                  the amounts, if any, payable hereunder, or any
                                  part thereof, which are,
                                  and all rights to which are expressly declared
                                  to be, unassignable and
                                  non-transferable.  No part of the amounts payable shall, prior
                                  to actual payment, be subject to seizure, attachment,
                                  garnishment or
                                  sequestration for the payment of any debts, judgments,
                                  alimony or separate
                                  maintenance owed by a Participant or any other
                                  person, be transferable by
                                  operation of law in the event of a Participant's
                                  or any other person's
                                  bankruptcy or insolvency or be transferable to
                                  a spouse as a result of a
                                  property settlement or otherwise.

                              


                      

                       

                      
                        	
                                16.5  

                              	
                                Not
                                  a Contract of Employment.  The terms and conditions
                                  of this Plan shall not be deemed to constitute
                                  a contract of employment
                                  between any Employer and the Participant.  Such employment is
                                  hereby acknowledged to be an "at will" employment
                                  relationship that can be
                                  terminated at any time for any reason, or no reason,
                                  with or without
                                  cause, and with or without notice, unless expressly
                                  provided in a written
                                  employment agreement.  Nothing in this Plan shall be deemed to
                                  give a Participant the right to be retained in
                                  the service of any
                                  Employer, either as an Employee or a Director,
                                  or to interfere with the
                                  right of any Employer to discipline or discharge
                                  the Participant at any
                                  time.

                              


                      

                       

                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              

                                            

                                            27

                                          

                                        

                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      Thermo
                        Fisher Scientific
                        Inc.

                      2005 Deferred
                        Compensation Plan

                      Master
                        Plan Document

                        
                          

                        

                      

                       

                      


                      
                        	
                                16.6  

                              	
                                Furnishing
                                  Information.  A Participant or his or her
                                  Beneficiary will cooperate with the Company by
                                  furnishing any and all
                                  information requested by the Company and take such
                                  other actions as may be
                                  requested in order to facilitate the administration
                                  of the Plan and the
                                  payments of benefits hereunder, including but not
                                  limited to taking such
                                  physical examinations as the Company may deem
                                  necessary.

                              


                      

                       

                      
                        	
                                16.7  

                              	
                                Terms.  Whenever
                                  any words are used herein in the masculine, they
                                  shall be construed as
                                  though they were in the feminine in all cases where
                                  they would so apply;
                                  and whenever any words are used herein in the singular
                                  or in the plural,
                                  they shall be construed as though they were used
                                  in the plural or the
                                  singular, as the case may be, in all cases where
                                  they would so
                                  apply.

                              


                      

                       

                      
                        	
                                16.8  

                              	
                                Captions.  The
                                  captions of the articles, sections and paragraphs
                                  of this Plan are for
                                  convenience only and shall not control or affect
                                  the meaning or
                                  construction of any of its
                                  provisions.

                              


                      

                       

                      
                        	
                                16.9  

                              	
                                Governing
                                  Law.  Subject to ERISA, the provisions of
                                  this Plan
                                  shall be construed and interpreted according to
                                  the internal laws of the
                                  Commonwealth of Massachusetts without regard to
                                  its conflicts of laws
                                  principles.

                              


                      

                       

                      
                        	
                                16.10  

                              	
                                Notice.  Any
                                  notice or filing required or permitted to be given
                                  to the Committee under
                                  this Plan shall be sufficient if in writing and
                                  hand-delivered, or sent by
                                  registered or certified mail, to the address
                                  below:

                              


                      

                       

                      Compensation
                        Committee

                      Thermo
                        Fisher Scientific Inc.

                      81
                        Wyman
                        Street

                      Waltham,
                        MA 02451

                      


                      Such
                        notice shall be deemed given as of the date of delivery or,
                        if delivery is made
                        by mail, as of the date shown on the postmark on the receipt
                        for registration or
                        certification.

                       

                      Any
                        notice or filing required or permitted to be given to a Participant
                        under this
                        Plan shall be sufficient if in writing and hand-delivered,
                        or sent by mail, to
                        the last known address of the Participant.

                       

                    

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                

                                              

                                              28

                                            

                                          

                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        



                      
                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                       

                      Thermo
                        Fisher Scientific
                        Inc.

                      2005 Deferred
                        Compensation Plan

                      Master
                        Plan Document

                        
                          

                        

                      

                       

                    

                    
                      


                      
                        	
                                16.11  

                              	
                                Successors.  The
                                  provisions of this Plan shall bind and inure to
                                  the benefit of the
                                  Participant's Employer and its successors and assigns
                                  and the Participant
                                  and the Participant's designated
                                  Beneficiaries.

                              


                      

                       

                      
                        	
                                16.12  

                              	
                                Spouse's
                                  Interest.  The interest in the benefits hereunder
                                  of a spouse of a Participant who has predeceased
                                  the Participant shall
                                  automatically pass to the Participant and shall
                                  not be transferable by
                                  such spouse in any manner, including but not limited
                                  to such spouse's
                                  will, nor shall such interest pass under the laws
                                  of intestate
                                  succession.

                              


                      

                       

                      
                        	
                                16.13  

                              	
                                Validity.  In
                                  case any provision of this Plan shall be illegal
                                  or invalid for any
                                  reason, said illegality or invalidity shall not
                                  affect the remaining parts
                                  hereof, but this Plan shall be construed and enforced
                                  as if such illegal
                                  or invalid provision had never been inserted
                                  herein.

                              


                      

                       

                      
                        	
                                16.14  

                              	
                                Incompetent.  If
                                  the Company determines in its discretion that a
                                  benefit under this Plan is
                                  to be paid to a minor, a person declared incompetent
                                  or to a person
                                  incapable of handling the disposition of that person's
                                  property, the
                                  Company may direct payment of such benefit to the
                                  guardian, legal
                                  representative or person having the care and custody
                                  of such minor,
                                  incompetent or incapable person.  The Company may require proof
                                  of minority, incompetence, incapacity or guardianship,
                                  as it may deem
                                  appropriate prior to distribution of the benefit.  Any payment
                                  of a benefit shall be a payment for the account
                                  of the Participant and the
                                  Participant's Beneficiary, as the case may be,
                                  and shall be a complete
                                  discharge of any liability under the Plan for such
                                  payment
                                  amount.

                              


                      

                       

                      
                        	
                                16.15  

                              	
                                Domestic
                                  Relations Orders.  If necessary to comply with a
                                  domestic relations order, as defined in Code Section
                                  414(p)(1)(B),
                                  pursuant to which a court has determined that a
                                  spouse or former spouse of
                                  a Participant has an interest in the Participant's
                                  benefits under the
                                  Plan, the Company shall have the right to immediately
                                  distribute the
                                  spouse's or former spouse's interest in the Participant's
                                  benefits under
                                  the Plan to such spouse or former
                                  spouse.

                              


                      

                       

                      
                        	
                                16.16  

                              	
                                Distribution
                                  in the Event of Income Inclusion Under Code Section
                                  409A.  If any portion of a Participant's
                                  Account
                                  Balance under this Plan is required to be included
                                  in income by the
                                  Participant prior to receipt due to a failure of
                                  this Plan to comply with
                                  the requirements of Code Section 409A and related
                                  Treasury Regulations,
                                  the Company may determine that such Participant
                                  shall receive a
                                  distribution from the Plan in an amount equal to
                                  the lesser of (i) the
                                  portion of his or her Account Balance required
                                  to be included in income as
                                  a result of the failure of the Plan to comply with
                                  the requirements of
                                  Code Section 409A and related Treasury Regulations,
                                  or (ii) the unpaid
                                  vested Account Balance.

                              


                      

                       

                      
                         

                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    

                                                  

                                                  29

                                                

                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                       

                      
                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                      


                      Thermo
                        Fisher Scientific
                        Inc.

                      2005 Deferred
                        Compensation Plan

                      Master
                        Plan Document

                        
                          

                        

                      

                       

                    

                    
                      

                        
                          	
                                  16.17  

                                	
                                  Deduction
                                    Limitation on Benefit Payments.  If an Employer
                                    reasonably anticipates that the Employer's deduction
                                    with respect to any
                                    distribution from this Plan would be limited
                                    or eliminated by application
                                    of Code Section 162(m), then to the extent permitted
                                    by Treas. Reg. §
                                    1.409A-2(b)(7)(i), payment shall be delayed as
                                    deemed necessary to ensure
                                    that the entire amount of any distribution from
                                    this Plan is
                                    deductible.  Any amounts for which distribution is delayed
                                    pursuant to this Section shall continue to be
                                    credited/debited with
                                    additional amounts in accordance with Section
                                    3.8.  The delayed
                                    amounts (and any amounts credited thereon) shall
                                    be distributed to the
                                    Participant (or his or her Beneficiary in the
                                    event of the Participant's
                                    death) at the earliest date the Employer reasonably
                                    anticipates that the
                                    deduction of the payment of the amount will not
                                    be limited or eliminated
                                    by application of Code Section 162(m).  In the event that such
                                    date is determined to be after a Participant's
                                    Separation from Service and
                                    the Participant to whom the payment relates is
                                    determined to be a
                                    Specified Employee, then to the extent deemed
                                    necessary to comply with
                                    Treas. Reg. § 1.409A-3(i)(2), the delayed payment shall not
                                    made before
                                    the end of the six-month period following such
                                    Participant's Separation
                                    from Service.

                                


                        

                         

                        
                          	
                                  16.18  

                                	
                                  Insurance.  The
                                    Employers, on their own behalf or on behalf of
                                    the trustee of the Trust,
                                    and, in their sole discretion, may apply for
                                    and procure insurance on the
                                    life of the Participant, in such amounts and
                                    in such forms as the
                                    Employers may choose.  The Employers or the trustee of the
                                    Trust, as the case may be, shall be the sole
                                    owner and beneficiary of any
                                    such insurance.  The Participant shall have no interest
                                    whatsoever in any such policy or policies, and
                                    at the request of the
                                    Employers shall submit to medical examinations
                                    and supply such information
                                    and execute such documents as may be required
                                    by the insurance company or
                                    companies to whom the Employers have applied
                                    for
                                    insurance.

                                


                        

                         

                        IN
                          WITNESS WHEREOF, the Company has signed this Plan document
                          on the
22nd  day of October, 2007, to be effective as of January 1,
                          2005.

                         

                         

                        
                          
                            
                              	
                                       Thermo
                                        Fisher Scientific Inc.,

                                      A Delaware
                                        corporation

                                    
	 	 
	 	 
	 	 
	By:	
                                      /s/
                                        Seth Hoogasian

                                    
	
                                       

                                      Title:

                                    	
                                       

                                      Senior
                                        Vice President, General Counsel and 

                                    
	 	
                                      Secretary

                                    


                            

                          

                           

                          
                             

                             

                             

                            
                              

                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      30

                                                    

                                                  

                                                   

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        Thermo
                          Fisher Scientific
                          Inc.

                        2005 Deferred
                          Compensation Plan

                        Master
                          Plan Document

                          
                            

                          

                        

                         


                        APPENDIX
                          A

                        LIMITED
                          TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE

                        AVAILABLE
                          IN ACCORDANCE WITH NOTICE 2006-79

                         

                         

                        The
                          capitalized terms below shall have the same meaning as
                          provided in Article 1 of
                          the Plan.

                         

                        Opportunity
                          to Make New (or Revise Existing) Distribution
                          Elections.  Notwithstanding the required deadline for
                          the
                          submission of an initial distribution election under the
                          Plan, the Company may,
                          to the extent permitted by Notice 2006-79, provide a limited
                          period in which
                          Participants may make new distribution elections, or revise
                          existing
                          distribution elections, with respect to amounts subject
                          to the terms of the
                          Plan, by submitting an Election Form on or before the deadline
                          established by
                          the Company, which in no event shall be later than December
                          31,
                          2007.  Any distribution election(s) made by a Participant, and
                          accepted by the Company, in accordance with this Appendix
                          A shall not be treated
                          as a change in either the form or timing of a Participant's
                          benefit payment for
                          purposes of Code Section 409A or the Plan.  If any distribution
                          election submitted by a Participant in accordance with
                          this Appendix A either
                          (a) relates to an amount that would otherwise be paid to
                          the Participant in
                          2007, or (b) would cause an amount to be paid to the Participant
                          in 2007, such
                          election shall not be effective.

                         

                         

                         

                         

                         

                         

                         

                         

                         

                         

                         

                        
                           

                          
                            

                          

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    31