**Exhibit 10.1**

VWR INTERNATIONAL, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(Effective May 1, 2007)

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VWR INTERNATIONAL, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(Effective May 1,2007)

TABLE OF CONTENTS
| ** ** | ** ** | ** **                           | ** ** | Page   |
|------------|------------|--------------------------------------|------------|--------|
|       |       |                                 |       |   |
| 1.         |       | Purpose                              |       | 1      |
|       |       |                                 |       |   |
| 2.         |       | Definitions                          |       | 1      |
|       |       |                                 |       |   |
| 3.         |       | Participation and Deferral Elections |       | 5      |
|       |       |                                 |       |   |
| 4.         |       | Accounts                             |       | 5      |
|       |       |                                 |       |   |
| 5.         |       | Vesting of Accounts                  |       | 6      |
|       |       |                                 |       |   |
| 6.         |       | Payment of Accounts                  |       | 7      |
|       |       |                                 |       |   |
| 7.         |       | Unforeseeable Emergency              |       | 8      |
|       |       |                                 |       |   |
| 8.         |       | Beneficiary Designation              |       | 9      |
|       |       |                                 |       |   |
| 9.         |       | Payment to Guardian                  |       | 9      |
|       |       |                                 |       |   |
| 10.        |       | Withholding; Payroll Taxes           |       | 9      |
|       |       |                                 |       |   |
| 11.        |       | Source of Funds                      |       | 10     |
|       |       |                                 |       |   |
| 12.        |       | Committee                            |       | 10     |
|       |       |                                 |       |   |
| 13.        |       | Claims Procedure                     |       | 11     |
|       |       |                                 |       |   |
| 14.        |       | Nonalienation of Benefits            |       | 12     |
|       |       |                                 |       |   |
| 15.        |       | Amendment and Termination            |       | 12     |
|       |       |                                 |       |   |
| 16.        |       | Participating Employers              |       | 13     |
|       |       |                                 |       |   |
| 17.        |       | No Contract of Employment            |       | 13     |
|       |       |                                 |       |   |
| 18.        |       | Applicable Law                       |       | 13     |
|       |       |                                 |       |   |
| 19.        |       | Successors                           |       | 13     |
|       |       |                                 |       |   |
| 20.        |       | Headings                             |       | 13     |
|       |       |                                 |       |   |
| 21.        |       | Gender and Number                    |       | 13     |
|       |       |                                 |       |   |
| 22.        |       | Top-Hat Plan                         |       | 14     |

 

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VWR INTERNATIONAL, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(Effective May 1, 2007)

PREAMBLE

WHEREAS, VWR International, Inc. (“VWR”) maintains theVWR International, Inc. Retirement Savings 401(k) Plan (the “Qualified Plan”)for the benefit of its eligible employees; and

WHEREAS, contributions to the Qualified Plan aresubject to certain limitations under the Internal Revenue Code of 1986, asamended; and

WHEREAS, VWR desires to provide benefits to a selectgroup of management and highly compensated employees in excess of thosepermitted under the Qualified Plan;

NOW, THEREFORE, effective May 1, 2007, VWR herebyadopts the VWR International, Inc. Nonqualified Deferred Compensation Plan toread as follows:

1.                                       Purpose.  This Plan is maintained for the purpose ofproviding deferred compensation to certain key employees of the Company on anonqualified basis.  This Plan is to beunfunded and is maintained primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employees,within the meaning of §201(2), §301(a)(3), and §401(a)(1) of ERISA.

2.                                       Definitions.

(a)                                  “Account”means an account or accounts established under Section 4, maintained underthis Plan solely as bookkeeping entries for each Participant, to which theParticipant’s deferred amounts under this Plan are credited and from whichdistributions to the Participant or his or her beneficiary are made.

(b)                                 “BasePay” means all Pay other than Bonus Amounts.

(c)                                  “Board”means the Board of Directors of VWR.

(d)                                 “BonusAmounts” means that portion of Pay consisting of bonuses (including anysuch amounts deferred pursuant to a Deferral Agreement or to a salary reductionelection under the Qualified Plan).

(e)                                  “Changein Control” means a “change in control event” as defined in Treasuryregulations or other guidance issued pursuant to Code §409A.

(f)                                    “Code”means the Internal Revenue Code of 1986, as amended.

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(g)                                 “Committee”means the Benefit and Retirement Plan Committee appointed under the QualifiedPlan.

(h)                                 “Company”means VWR and any Participating Employer.

(i)                                     “DeferralAgreement” means an agreement filed by a Participant under this Plan todefer Base Pay and/or Bonus Amounts for a Plan Year.  A Deferral Agreement shall be in the formprescribed by the Committee and shall be filed within the time limits set forthin Section 3(b).

(j)                                     “DeferralAmount” means the amount of Base Pay and Bonus Amounts a Participant electsto defer for a Plan Year, as indicated in a Deferral Agreement.  The Deferral Amount shall be expressed as apercentage of Pay, which shall not exceed 50% of Base Pay or 100% of BonusAmounts.

(k)                                  “Disability”means:

(1)                                  TheParticipant’s inability to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous periodof not less than 12 months, as determined by the Committee in its solediscretion; or

(2)                                  TheParticipant’s receipt, by reason of any medically determinable physical ormental impairment which can be expected to result in death or can be expectedto last for a continuous period of not less than 12 months, of incomereplacement benefits for a period of not less than three months under an accidentand health plan covering employees of the Participant’s employer.

(l)                                     “ERISA”means the Employee Retirement Income Security Act of 1974, as amended.

(m)                               “InterveningEvent” means, with respect to an Account of a Participant, any of thefollowing events specified by such Participant in a Payment Election, if suchevent occurs after the date of the Payment Event with respect to such Account:

(1)                                  TheParticipant’s death;

(2)                                  TheParticipant’s Disability; or

(3)                                  AChange in Control.

(n)                                 “KeyEmployee” means an employee of the Company who is a member of a selectgroup of management or highly compensated employees, within the meaning of§201(2), §301(a)(3), and §401(a)(1) of ERISA, and who is:

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(1)                                  Inpay band C33 or higher; or

(2)                                  Otherwisedesignated by the Committee as a Key Employee.

(o)                                 “Matching Amount” means, with respect to a Plan Year beginning on orafter January 1, 2008, an amount equal to the excess, if any, of:

(1)                                  Thelesser of (i) the sum of a Participant’s Deferral Amounts for such Plan Yearplus the Participant’s maximum salary reduction contributions permitted underthe Qualified Plan for such Plan Year (regardless of whether the Participantmakes any such contributions), or (ii) 4% of the Participant’s Pay for suchPlan Year; over

(2)                                  TheMatching Contributions which the Participant would have received under theQualified Plan for such Plan Year had the Participant made salary reductioncontributions under the Qualified Plan in an amount which would result in thegreatest possible Matching Contributions.

With respect to the short Plan Year beginning May 1, 2007, “MatchingAmount” means the excess of (i) the lesser of the sum of Participant’s DeferralAmounts for such Plan Year plus the Participant’s maximum salary reductioncontributions permitted under the Qualified Plan for 2007 (regardless ofwhether the Participant makes any such contributions), or 6% of theParticipant’s Pay for such Plan Year, over (ii) the Matching Contributionswhich the Participant would have received under the Qualified Plan for 2007 hadthe Participant made salary reduction contributions under the Qualified Plan inan amount which would result in the greatest possible Matching Contributions.

(p)                                 “MatchingContributions” means matching contributions allocated to a Participant’saccount under the Qualified Plan.

(q)                                 “Participant”means a Key Employee who has begun to participate in the Plan under Section 3.

(r)                                    “ParticipatingEmployer” means a subsidiary or other affiliate****ofVWR which has adopted the Plan pursuant to Section 16.

(s)                                  “Pay”means all cash compensation paid to a Participant by the Company during a PlanYear (including any bonuses, incentive compensation, or commissions).  Pay excludes reimbursements or other expenseallowances, cash and noncash fringe benefits, moving expenses, deferredcompensation, and welfare benefits, but includes (i) any amount contributed bysalary reduction pursuant to Code §125, §132(f), or §402(e)(3), other than asalary credit under a plan described in Code §125, and (ii) any amount deferredat the election of the Participant pursuant to a Deferral Agreement.

(t)                                    “PaymentElection” means a Participant’s election regarding the time and form ofpayment with respect to an Account.  APayment Election shall be in

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the form prescribed by theCommittee and shall be filed within the time limits set forth in Section6(a)(2).

(u)                                 “PaymentEvent” means, with respect to an Account of a Participant, the first tooccur of the following events:

(1)                                  TheParticipant’s death;

(2)                                  TheParticipant’s Disability;

(3)                                  AChange in Control;

(4)                                  TheSpecified Payment Date for such Account or, if there is no Specified PaymentDate, the Participant’s Separation from Service.

If more than one of the above-listed events occur on the same date, theevent which is listed first above shall be deemed to have occurred first forpurposes of determining the time and form of payments under Section 6.

(v)                                 “Plan”means the VWR International, Inc. Nonqualified Deferred Compensation Plan asset forth herein and as it may be amended from time to time.

(w)                               “PlanYear” means (i) the period beginning May 1, 2007, and ending December 31,2007; and (ii) on and after January 1, 2008, the 12-month period beginning eachJanuary 1 and ending each December 31.

(x)                                   “QualifiedPlan” means the VWR International, Inc. Retirement Savings 401(k) Plan, asamended from time to time, or any successor thereto.

(y)                                 “Separationfrom Service” means a Participant’s separation from service with theCompany and its affiliates within the meaning of Prop. Treas. Reg. §1.409A-1(h)or any successor thereto.

(z)                                   “SpecifiedPayment Date” means a date specified by a Participant in a Payment Electionon which an Account shall become payable if such date occurs prior to theoccurrence of another Payment Event.  ASpecified Payment Date with respect to an Account must be at least two yearslater than the last day of the Plan Year to which such Account relates.

(aa)                            “Trust”means the grantor trust established by the Company to set aside amounts to payamounts due to the Key Employees under this Plan.

(bb)                          “TrustAgreement” means the trust agreement pursuant to which the Trust isestablished.

(cc)                            “ValuationDate” means the last day of each calendar year and any other date or dateson which a Participant’s Accounts are valued.

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(dd)                          “VWR”means VWR International, Inc.

3.                                       Participationand Deferral Elections.

(a)                                  AKey Employee shall begin to participate in the Plan as of the later of (i) May1, 2007, or (ii) the 30th day after he or she becomes a Key Employee.

(b)                                 Thefollowing rules shall govern the timing of a Participant’s Deferral Agreement:

(1)                                  AParticipant may, by filing a Deferral Agreement with the Committee during theperiod beginning April 16, 2007, and ending April 30, 2007, elect to defer aportion of his or her Base Pay for the 2007 Plan Year.

(2)                                  AParticipant may elect to defer a portion of his or her Base Pay for any PlanYear beginning on or after January 1, 2008, by filing a Deferral Agreement withthe Committee on or before December 1 of the prior Plan Year.

(3)                                  AParticipant may elect to defer all or a portion of his or her Bonus Amountsotherwise payable in any Plan Year beginning on or after January 1, 2008, byfiling a Deferral Agreement with the Committee on or before June 1 of the PlanYear in which such Bonus Amounts are earned, provided such Bonus Amountsqualify as “performance-based compensation” within the meaning of Code§409A(4)(B)(iii).  (Bonus Amounts whichdo not qualify as “performance-based compensation” may not be deferred underthe Plan.)

(4)                                  Notwithstandingparagraphs (2) and (3), in the case of a Participant who first becomes eligibleto participate in the Plan on or after January 1, 2008, and who has notpreviously been eligible to participate in any other plan required to beaggregated with the Plan under Prop. Treas. Reg. §1.409A-1(c) or any successorthereto, the Participant may file a Deferral Agreement within 30 days after thedate the Participant first becomes eligible to participate, but such electionmay apply only with respect to Pay for services to be performed subsequent tothe election (as determined under Prop. Treas. Reg. §1.409A-2(a)(6) or anysuccessor thereto).

(c)                                  ADeferral Agreement may be revoked at any time before the deadline described insubsection (b) but shall be irrevocable after such date with respect to thePlan Year to which it relates, except as otherwise provided in Section 7(b) inthe event of an unforeseeable emergency or hardship distribution.

(d)                                 ADeferral Agreement with respect to a Plan Year shall apply only with respect tothe Plan Year for which it is made.

4.                                       Accounts.

(a)                                  TheCompany shall establish one or more Accounts on behalf of each Participant inthe Plan.  With respect to eachParticipant, the Company shall, to the

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extent necessary, maintaina separate Account for each Plan Year in which Deferral Amounts and/or MatchingAmounts are credited to such Participant, and shall maintain separate Accountswith respect to each Plan Year for Deferral Amounts attributable to Base Pay,Deferral Amounts attributable to Bonuses, and Matching Amounts.

(b)                                 Thefollowing amounts shall be credited to the applicable Account of eachParticipant by the Company as follows:

(1)                                  Assoon as practicable after the end of each payroll period, the Participant’sDeferral Amount (if any) for such payroll period; and

(2)                                  Assoon as administratively feasible after December 31 of each Plan Year, but notlater than March 31 following such Plan Year, the Participant’s Matching Amount(if any) for such Plan Year, provided that Matching Amounts shall be creditedfor a Plan Year only if the Company achieves the minimum target for earningsbefore interest, taxes, and amortization (EBITA) established to trigger bonuspayments under the Company’s Management Incentive Plan, as determined by theCommittee in its sole discretion.

(c)                                  Assoon as practicable after an amount is credited to a Participant’s Accountunder subsection (b), the Company shall set aside assets equal to the amount socredited to the Trust.  Such assets shallbe held in the Trust and invested in accordance with the terms of the TrustAgreement.  Notwithstanding theforegoing, or any other provision of the Plan to the contrary, the Companyshall not make any contribution to the Trust to the extent such contributionwould be treated as a transfer of property in connection with the performanceof services for purposes of Code §83 pursuant to Code §409A(b)(3) (as amendedby the Pension Protection Act of 2006) or any successor thereto.

(d)                                 EachParticipant may, from time to time, designate the investment vehicle orvehicles which shall be used to determine the earnings and losses of his or herAccounts from among available investment vehicles designated from time to timeby the Committee.  Any such designationby a Participant shall be made in the form prescribed by the Committee prior tothe effective date of such designation. Changes in a participant’s investment designations shall be permitted ona monthly basis in accordance with rules prescribed by the Committee.  As of each Valuation Date, each Participant’sAccounts shall be adjusted to reflect the earnings and losses of the designatedinvestment vehicle or vehicles since the preceding Valuation Date.  In the event that no designation is in effectunder this subsection (d) for any period, the Participant’s Accounts shall beadjusted to reflect the earnings and losses of a default investment vehicledesignated in advance of such period by the Committee.

5.                                       Vestingof Accounts.  A Participant’sAccounts shall be 100% vested at all times.

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6.                                       Paymentof Accounts.

(a)                                  Exceptas otherwise provided below, payment of each of a Participant’s Accounts shallbe made as follows:

(1)                                  AParticipant shall become entitled to payment of an Account upon the occurrenceof a Payment Event with respect to such Account.

(2)                                  AParticipant may file a Payment Election with respect to an Account.  Separate Payment Elections may be made withrespect to each Account.  PaymentElections with respect to Base Pay and Matching Amounts for 2007 must be filedduring the period beginning April 16, 2007, and ending April 30, 2007.  For any other Plan Year, Payment Electionswith respect to Bonus Amounts and Matching Amounts must be filed not later thanthe deadline described in Section 3(b) for filing a Deferral Agreement withrespect to Bonus Amounts paid during such Plan Year (regardless of whether aDeferral Agreement is filed), and Payment Elections with respect to Base Paymust be filed not later than the deadline described in Section 3(b) for filinga Deferral Agreement with respect to Base Pay for such Plan Year.

(3)                                  Paymentof an Account which becomes payable upon the occurrence of a Payment Eventshall be made or commence as of the date of the Payment Event.  Notwithstanding the foregoing, in the event aParticipant is a “specified employee” within the meaning of Code§409A(a)(2)(B)(i) and the Payment Event is the Participant’s Separation fromService, payment of the Participant’s Account shall not be made or commenceearlier than the earlier of (i) the date six months after such Separation fromService, or (ii) the date of the Participant’s death.

(4)                                  AParticipant’s Account which becomes payable on account of the Participant’sdeath or Disability or a Change in Control shall be paid in a single sum.  A Participant’s Account which becomes payableon a Specified Payment Date or upon the Participant’s Separation from Serviceshall be paid in a single sum unless a Payment Election provides that paymentshall be made in installments over a period of 60, 120, or 180 months.  If payment is made in installments, theamount of each installment shall equal (i) the balance of the Account on thepayment commencement date or most recent anniversary thereof, divided by (ii)the number of remaining payments; provided, however, that (i) the amount of anyinstallment shall not exceed the remaining balance of the Account, and (ii) theamount of the last installment shall in any event equal the remaining balanceof the Account.

(5)                                  Ifan Intervening Event occurs after the Payment Event with respect to an Accountbut before distribution of the Participant’s entire Account, payment of theremaining Account shall be made in a single sum as of the date of suchIntervening Event.

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(6)                                  Actualpayment of any amount which is payable under this subsection (a) as of any dateshall be made on such date or as soon as practicable thereafter, but in noevent later than the later of December 31 of the calendar year including suchdate or the 15th day of the third calendar month following the month includingsuch date.

(b)                                 Solong as there is a balance in an Account, the balance shall be adjusted forearnings and losses pursuant to Section 4(d).

(c)                                  Notwithstandingthe foregoing, in the event the Plan fails to satisfy the requirements of Code§409A and the regulations thereunder with respect to a Participant, theParticipant shall receive a distribution from his or her Accounts, not toexceed the amount required to be included in the Participant’s income underCode §409A as a result of such failure.

7.                                       UnforeseeableEmergency.

(a)                                  Inthe event a Participant experiences an unforeseeable emergency, the Participantmay request, and the Committee, in its sole discretion, may grant, adistribution in a single sum of a all or a portion of the Participant’sAccounts to the extent reasonably required to satisfy the emergency need(including amounts necessary to pay any Federal, state, or local income taxesor penalties reasonably expected to result from the distribution) and notreasonably available from the Participant’s other resources.

(b)                                 AParticipant who experiences an unforeseeable emergency may elect to cancel alloutstanding Deferral Agreements. Further, if a Participant receives a hardship distribution under theQualified Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3) or any successorthereto, the Participant’s outstanding Deferral Agreements shall automaticallybe canceled, and the Participant shall not be permitted to resume deferralshereunder until the last day of the first Plan Year which ends at least sixmonths after the date of such distribution. In any event, any subsequent Deferral Agreements by the Participant mustcomply with the timing requirements of Section 3(b).

(c)                                  Forpurposes of this Section 7, an “unforeseeable emergency” is a severe financialhardship of the Participant resulting from an illness or accident of theParticipant or of a spouse or dependent (as defined in Code §152(a)), loss ofthe Participant’s property due to casualty (including the need to rebuild ahome following damage to a home not otherwise covered by insurance, forexample, not as a result of a natural disaster), or other similar extraordinaryand unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant.  Payment maynot be made to the extent the emergency need is or may be relieved (i) throughreimbursement or compensation by insurance or otherwise, (ii) by liquidation ofthe Participant’s assets, to the extent such liquidation would not itself causesevere financial hardship, or (iii) by cessation of deferrals hereunder.  The Committee, in its sole discretion, shalldetermine whether a Participant has experienced an “unforeseeable emergency”within the meaning of this Section 7 warranting a distribution.

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(d)                                 Ifthe Participant is a member of the Committee, he or she shall take no part inany decision of the Committee under this Section 7 with respect to suchParticipant.

8.                                       BeneficiaryDesignation.

(a)                                  EachParticipant shall designate the person or persons as his or her beneficiary orbeneficiaries to whom his or her Accounts shall be paid in the event of his orher death prior to the complete distribution of his or her Accounts.  Each beneficiary designation shall be in theform prescribed by the Committee, and shall be effective only if filed with theCommittee or its designee during the Participant’s lifetime.

(b)                                 Anybeneficiary designation may be changed by a Participant without the consent ofany previously designated beneficiary or any other person by the filing of anew beneficiary designation with the Committee. The filing of a new beneficiary designation shall cancel all beneficiarydesignations previously filed.

(c)                                  Ifany Participant fails to designate a beneficiary in the manner provided above,or if the beneficiary designated by a Participant predeceases the Participant,the Committee shall direct such Participant’s Accounts (or the balance thereof)to be distributed as follows:

(1)                                  Tothe Participant’s surviving spouse (within the meaning of Federal law); or

(2)                                  Ifthe Participant has no surviving spouse, then to the Participant’s estate.

(d)                                 Ifthe beneficiary designated by a Participant dies after the Participant dies,but before receiving distribution of the Participant’s Accounts, and no otherbeneficiary designation is in effect, the Committee shall direct that thebalance of the Participant’s Accounts be distributed to the beneficiary’sestate.

9.                                       Paymentto Guardian.  If an amount is payableunder this Plan to a minor, a person declared incompetent, or a personincapable of handling the disposition of property, the Committee may direct thepayment of the amount to the guardian, legal representative, or person havingthe care and custody of the minor, incompetent, or incapable person.  The Committee may require proof ofincompetency, minority, incapacity, or guardianship as it may deem appropriateprior to the distribution of the amount. The distribution shall completely discharge the Committee and theCompany from all liability with respect to the amount distributed.

10.                                 Withholding;Payroll Taxes.  The Company shallwithhold from payments made under the Plan any taxes required to be withheldfrom a Participant’s wages for Federal, state, or local taxes.

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11.                                 Sourceof Funds.

(a)                                  InGeneral.  This Plan shall beunfunded, and, except as provided in subsection (b), payment of benefitshereunder shall be made from the general assets of the Company.  Any assets which may be set aside, earmarked,or identified as being intended for the payment of benefits under this Planshall remain assets of the Company and shall be subject to the claims of itsgeneral creditors.  Each Participant andbeneficiary shall be a general and unsecured creditor of the Company to theextent of the value of his or her benefit accrued hereunder, and he or sheshall have no right, title, or interest in any specific asset that the Companymay set aside, earmark, or identify as for the payment of benefits under thePlan.  The Company’s obligation under thePlan shall be merely that of an unfunded and unsecured promise to pay money inthe future.

(b)                                 Trust.  Notwithstanding subsection (a), assets may beset aside in a trust and earmarked for the payment of benefits under this Plan,provided Participants continue to be general and unsecured creditors of theCompany with respect to assets set aside in the trust.

12.                                 Committee.

(a)                                  InGeneral.  This Plan shall beadministered by the Committee.  Unlessthe Plan expressly provides otherwise, the Committee shall have the solediscretion to construe and interpret the provisions of the Plan and todetermine all questions concerning benefit entitlements, including the power toconstrue and determine disputed or doubtful terms.  To the maximum extent permissible under law,the determinations of the Committee on all such matters shall be final andbinding upon all persons involved.

(b)                                 Recordsand Reports.  The Committee shallkeep a record of its proceedings and actions and shall maintain all books ofaccount, records, and other data as shall be necessary for the properadministration of the Plan.  Such recordsshall contain all relevant data pertaining to individual Participants and theirrights under the Plan.  The Committeeshall have the duty to carry into effect all rights or benefits provided hereunderto the extent assets of the Company are properly available therefor.

(c)                                  Paymentof Expenses.  The Company shall payall expenses of administering the Plan. Such expenses shall include any expenses incident to the functioning ofthe Committee.

(d)                                 Indemnificationfor Liability.  The Company shallindemnify the members of the Committee and the employees of the Company to whomthe Committee delegates duties under the Plan against any and all claims,losses, damages, expenses, and liabilities arising from their responsibilitiesin connection with the Plan, unless the same is determined to be due to grossnegligence or willful misconduct.

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13.                                 ClaimsProcedure.

(a)                                  Rightto Make Claim.  A Participant orbeneficiary or his or her authorized representative (hereinafter, “Claimant”)who disagrees with the Committee’s determination of his or her right to Planbenefits must submit a written claim and exhaust this claim procedure beforelegal recourse of any type is sought. The claim must include the important issues the Claimant believessupport the claim.  The Committee,pursuant to the authority provided in this Plan, shall either approve or denythe claim.

(b)                                 Processfor Denying a Claim.  The Committee’spartial or complete denial of an initial claim must include an understandablewritten or electronic response setting forth, in a manner calculated to beunderstood by the Claimant, (i) the specific reasons why the claim is beingdenied (with specific reference to the pertinent Plan provisions on which the denialis based), (ii) a description of any additional material or informationnecessary for the Claimant to perfect the claim and an explanation of why suchmaterial or information is necessary, and (iii) a description of the Plan’sreview procedures and the time limits applicable to such procedures, includinga statement of the Claimant’s right to bring a civil action under §502(a) ofERISA following an adverse benefit determination on review.

(c)                                  Appealof Denial and Final Review.  AClaimant may request in writing that the Committee review the claimdenial.  The Claimant shall be provided,upon request and free of charge, reasonable access to, and copies of, alldocuments, records, and other information relevant to the Claimant’s claim forbenefits.  The Claimant shall also havethe opportunity to submit written comments, documents, records, and otherinformation relating to the claim for benefits, and the Committee shall takeinto account all such information submitted without regard to whether such informationwas submitted or considered in the initial benefit determination.

The decision on review shall be written or electronicand, in the case of an adverse determination, shall include specific reasonsfor the decision, written in a manner calculated to be understood by theClaimant, and specific references to the pertinent Plan provisions on which thedecision is based.  The decision onreview shall also include (i) a statement that the Claimant is entitled to receive,upon request and free of charge, reasonable access to, and copies of, alldocuments, records, or other information relevant to the Claimant’s claim forbenefits, and (ii) a statement describing any voluntary appeal proceduresoffered by the Plan, and a statement of the Claimant’s right to bring an actionunder §502(a) of ERISA.

(d)                                 TimeFrame.  The initial claim, itsreview, appeal, and final review shall be made in a timely fashion, subject tothe following time table:
|                                         | ** ** | **Days to  Respond** |
|-----------------------------------------|------------|----------------------|
| **Action**                              | ** ** | **From Last Action** |
| Committee’s  initial decision      |       | 90 days              |
| Interested party  requests final review |       | 60 days              |
| Committee’s  final decision        |       | 60 days              |

 

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However, the Committee may take up to twice themaximum response time for its initial and final review if it provides anexplanation in writing within the normal period of why an extension is neededand when its decision will be forthcoming. In the event the Claimant fails to submit information necessary todecide a claim, the applicable period shall be tolled from the date on which theextension notice is sent to the Claimant until the date on which the Claimantresponds to the request for additional information.

(e)                                  Compliancewith Regulations.  The claimsprocedure of this Plan shall be administered in accordance with the claims procedureregulations of the Department of Labor set forth in 29 C.F.R. §2560.503-1.  Notwithstanding any provision of this Section13 to the contrary, to the extent such regulations so require, determinationsas to whether Plan provisions regarding Disability apply to a Participant shallbe made in accordance with the Department of Labor’s claims procedureregulations applicable to claims for disability benefits, and any suchdetermination shall be made by (1) one member of the Committee in the case ofan initial claim, and (2) the remaining members of the Committee in the case ofthe review of a denied claim.

(f)                                    Exhaustionof Remedies.  A Claimant shall haveno right to bring any action in any court regarding a claim for benefits priorto filing a claim for benefits and exhausting his or her rights to review underthis Section 13 in accordance with the time frames set forth herein.

14.                                 Nonalienationof Benefits.  Except as hereinafterprovided with respect to marital disputes, none of the benefits or rights of aParticipant or any beneficiary of a Participant shall be subject to the claimof any creditor.  In particular, to thefullest extent permitted by law, all such benefits and rights shall be freefrom attachment, garnishment, or any other legal or equitable process availableto any creditor of the Participant and his or her beneficiary.  Neither the Participant nor his or herbeneficiary shall have the right to alienate, anticipate, commute, pledge,encumber, or assign any of the payments which he or she may expect to receive,contingently or otherwise, under this Plan, except the right to designate abeneficiary to receive death benefits provided hereunder.  In cases of marital dispute, the Companyshall observe the terms of the Plan unless and until ordered to do otherwise bya state or Federal court.  As a conditionof participation, a Participant agrees to hold the Company harmless from anyharm that arises out of the Company’s obeying the final order of any state orFederal court, whether such order effects a judgment of such court or is issuedto enforce a judgment or order of another court.

15.                                 Amendmentand Termination.

(a)                                  TheCommittee may approve and execute changes of a technical nature to the Planwhich do not materially affect the substance thereof and which, in the opinionof the Committee, are necessary and desirable. In addition, the Board reserves the right to amend the Plan, by writtenresolution, at any time and from time to time in any fashion (including anyamendment that applies to a Participant who has had a Separation from Service),and to terminate it at will.

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(b)                                 Noamendment or termination of this Plan shall affect the rights of anyParticipant or his or her beneficiary with respect to the amount of his or herAccounts determined as of the date of such amendment or termination, assubsequently adjusted in accordance with Section 4(d) for earnings and losses;provided, however, that (i) such limitation shall not apply to any amendment ortermination that the Committee or the Board, in its sole discretion, determinesis necessary or appropriate to avoid the additional tax under Code§409A(a)(1)(B), and (ii) such limitation shall not preclude the Committee frommaking changes to the available investment vehicle or vehicles for determiningearnings and losses pursuant to Section 4(d).

16.                                 ParticipatingEmployers.

(a)                                  Anyaffiliate of VWR, with the consent of the Committee, may adopt the Plan andbecome a Participating Employer hereunder by filing with the Committee acertified copy of a resolution of that company’s board of directors (or othergoverning body) providing for its adoption of the Plan.

(b)                                 Anyaction required or permitted to be taken under the Plan by the Company shall beby resolution of the Board or by a duly authorized committee of the Board or bya person or persons authorized by resolution of the Board or thecommittee.  Each Participating Employerappoints the Board (or the person or persons authorized by the Board) as itsagent to exercise on its behalf any action required or permitted to be takenunder the Plan by the Company.

17.                                 NoContract of Employment.  Nothingcontained herein shall be construed as conferring upon any person the right tobe employed by the Company or to continue in the employ of the Company.

18.                                 ApplicableLaw.  The provisions of this Planshall be construed and interpreted according to the laws of the Commonwealth ofPennsylvania (without reference to principles of conflicts of law), to theextent not superseded by Federal law.

19.                                 Successors.  The provisions of this Plan shall bind andinure to the benefit of the Company and its successors and assigns.  The term “successors” as used herein shallinclude any corporate or other business entity which shall, whether by merger,consolidation, purchase or otherwise, acquire all or substantially all of thebusiness and assets of the Company, and successors of any such corporation orother business entity.

20.                                 Headings.  The headings of the Sections of the Plan arefor reference only.  In the event of a conflictbetween a heading and the contents of a Section, the contents of the Sectionshall control.

21.                                 Genderand Number.  Whenever any words areused herein in any specific gender, they shall be construed as though they werealso used in any other applicable gender. Whenever any words used herein are in the singular form, they shall beconstrued as though they were also used in the plural form in all cases wherethey would so apply.

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22.                                 Top-HatPlan.  While, as stated in Section 1,this Plan is intended to cover a “select group of management or highlycompensated employees,” in the event it is determined not to be a plandescribed in §201(2), §301(a)(3), and §401(a)(1) of ERISA, it shall be deemedto be two plans, one plan covering the group that consists of a select group ofmanagement or highly compensated employees and the other plan covering thegroup that does not meet this definition.

INWITNESS WHEREOF, VWR INTERNATIONAL, INC. has caused these presents to be dulyexecuted this           dayof                  ,2007.
| Attest: |   | VWR INTERNATIONAL, INC. |   |
|---------|--------|-------------------------|--------|
|    |   |                    |   |
|    |   |
|    |   |                    | By:    |   |   |
|         |        |                         |        |  |  |  |  |

 

 

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