**Exhibit10.2**

**Rabbi Trust Agreement**

This rabbi trustagreement is based on the IRS model rabbi trust provisions contained in RevenueProcedure 92-64.  Provisions from the IRSmodel rabbi trust have been selected which are frequently chosen by many if notmost of Wells Fargo rabbi trust clients. Additional provisions have been added to reflect Wells Fargo operatingprocedures and administrative requirements. A Company should carefully review the trust agreement with its legalcounsel to determine if it is appropriate for its particular situation.  Wells Fargo does not provide legal advice andmakes no representations concerning the tax consequences of a Company’sexecution of this Agreement.

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**TABLEOF CONTENTS**
|               | ** ** | ** **                                                                                | ** ** | **Page** |
|---------------|------------|-------------------------------------------------------------------------------------------|------------|----------|
|          |       |                                                                                      |       |     |
| Article I.    |       | Establishment of Trust                                                                    |       | 1        |
|          |       |                                                                                      |       |     |
| Article II.   |       | Payments to Plan Participants and Their  Beneficiaries                                    |       | 2        |
|          |       |                                                                                      |       |     |
| Article III.  |       | Trustee Responsibility Regarding Payments to Trust  Beneficiary When Company is Insolvent |       | 3        |
|          |       |                                                                                      |       |     |
| Article IV.   |       | Payments to Company                                                                       |       | 4        |
|          |       |                                                                                      |       |     |
| Article V.    |       | Investment Authority                                                                      |       | 4        |
|          |       |                                                                                      |       |     |
| Article VI.   |       | Disposition of Income                                                                     |       | 6        |
|          |       |                                                                                      |       |     |
| Article VII.  |       | Accounting by Trustee                                                                     |       | 6        |
|          |       |                                                                                      |       |     |
| Article VIII. |       | Responsibility of Trustee                                                                 |       | 7        |
|          |       |                                                                                      |       |     |
| Article IX.   |       | Compensation and Expenses of Trustee                                                      |       | 8        |
|          |       |                                                                                      |       |     |
| Article X.    |       | Resignation and Removal of Trustee                                                        |       | 8        |
|          |       |                                                                                      |       |     |
| Article XI.   |       | Appointment of Successor                                                                  |       | 9        |
|          |       |                                                                                      |       |     |
| Article XII.  |       | Amendment or Termination                                                                  |       | 9        |
|          |       |                                                                                      |       |     |
| Article XIII. |       | Miscellaneous                                                                             |       | 10       |
|          |       |                                                                                      |       |     |
| Article XIV.  |       | Effective Date                                                                            |       | 10       |

 

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**VWR International, Inc.**

**Nonqualified Deferred Compensation Plan TrustAgreement**

**ThisAgreement**, made this May 1st, 2007, by and between VWRInternational, Inc. (“Company”) and **WELLS FARGO BANK, N.A.**,(“Trustee”),

**WITNESSETH:**

**WHEREAS,**Company has adopted the nonqualified deferred compensation plan titled VWRInternational, Inc. Nonqualified Deferred Compensation Plan (the “Plan”);

**WHEREAS,**Company has incurred or expects to incur liability under the terms of such Planwith respect to the individuals participating in such Plan; and 

**WHEREAS**,Company wishes to establish a trust (hereinafter called “Trust”) and wishes tocontribute to the Trust assets that shall be held therein, subject to theclaims of Company’s creditors in the event of Company’s Insolvency, as hereindefined, until paid to Plan participants and their beneficiaries in such mannerand at such times as specified in the Plan;

**WHEREAS,**it is the intention of the parties that this Trust shall constitute an unfundedarrangement and shall not affect the status of the Plan as an unfunded planmaintained for the purpose of providingdeferred compensation for a select group of management or highly compensatedemployees for purposes of Title I of the Employee Retirement Income SecurityAct of 1974;

**WHEREAS,**it is the intention of Company to make contributions to the Trust to provideitself with a source of funds to assist it in the meeting of its liabilitiesunder the Plan;

**NOW,THEREFORE,** the parties do hereby establish the Trust andagree that the Trust shall be comprised, held and disposed of as follows:

**ARTICLE I**

**ESTABLISHMENTOF TRUST**

**Section1.1**                                   Companywill deposit funding with Trustee in trust, which shall become the principal ofthe Trust, to be held, administered and disposed of by Trustee as provided inthis Trust Agreement.

**Section1.2**                                   TheTrust hereby established shall be irrevocable.

**Section1.3**                                   TheTrust is intended to be a grantor trust, of which Company is

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the grantor,within the meaning of subpart E, part 1, subchapter J,chapter 1, subtitle A of the Internal Revenue Code of 1986, asamended (the “Code”), and shall be construed accordingly.  However, Trustee does not warrant and shallnot be liable for any tax consequences associated with the Trust orparticipation in the Plan.

**Section1.4**                                   Theprincipal of the Trust and any earnings thereon shall be held separate andapart from other funds of Company and shall be used exclusively for the usesand purposes of Plan participants and general creditors as herein set forth.  Plan participants and their beneficiariesshall have no preferred claim on, or any beneficial ownership interest in, anyassets of the Trust.  Any rights createdunder the Plan and this Trust Agreement shall be mere unsecured contractual rightsof Plan participants and their beneficiaries against Company.  Any assets held by the Trust will be subjectto the claims of Company’s general creditors under federal and state law in theevent of Insolvency, as defined in Section 3.1.

**Section1.5**                                   Company,in its sole discretion, may at any time, or from time to time, make additionaldeposits of cash or other property acceptable to the Trustee in trust withTrustee to augment the principal to be held, administered and disposed of byTrustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have anyright to compel such additional deposits. Notwithstanding the foregoing, upon a Change of Control as definedherein, Company shall, as soon as possible, but in no event longer than 30 daysfollowing the Change of Control, make an irrevocable contribution to the Trustin an amount that is sufficient to pay each Plan participant or beneficiary thebenefits to which Plan participants or their beneficiaries would be entitledpursuant to the terms of the Plan(s) as of the date on which the Change ofControl occurred.

**Section1.6**                                   Notwithstandingany other provision of the Plan or this Trust Agreement to the contrary,Company shall not make any contribution to the Trust to the extent suchcontribution would be treated as a transfer of property in connection with theperformance of services for purposes of Code §83 pursuant to Code §409A(b)(3)(as amended by the Pension Protection Act of 2006) or any successor thereto.

**ARTICLE II**

**PAYMENTS TO PLAN PARTICIPANTS AND THEIRBENEFICIARIES**

**Section2.1**                                   Companyshall deliver to Trustee a schedule (the “Payment Schedule”) that indicates theamounts payable in respect of each Plan participant (and his or herbeneficiaries), that provides a formula or other instructions acceptable toTrustee for determining the amounts so payable, the form in which such amountis to be paid (as provided for or available under the Plan), and the time ofcommencement for payment of such amounts. On and after the date of a Change of Control, as defined herein, exceptas otherwise provided herein, Trustee shall make payments to the Planparticipants and their beneficiaries in accordance with such Payment Schedule,and Trustee shall in such event make provision for the reporting and withholdingof any federal and state taxes (other than FICA, FUTA or local taxes) that maybe required to be withheld with respect to the payment of benefits pursuant tothe terms of the Plan and shall pay amounts withheld to the appropriate taxingauthorities.  If applicable, Companyshall direct the Trustee to remit any FICA, FUTA or local taxes with respect tothe benefit payments to Company and Company shall have the responsibility fordetermining, reporting and remitting the FICA, FUTA or local taxes to the appropriatetaxing

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authorities.  Company shall indemnify and hold harmless theTrustee from any and all liability to which the Trustee may become subject dueto Company’s failure to properly withhold and remit FICA, FUTA or local taxesin connection with payments from the Trust. (Prior to the date of a Change of Control, Trustee shall have noobligation to make payments to Plan participants or their beneficiaries.)

**Section2.2**                                   Theentitlement of a Plan participant or his or her beneficiaries to benefits underthe Plan shall be determined by Company or such party as it shall designateunder the Plan, and any claim for such benefits shall be considered andreviewed under the procedures set out in the Plan. 

**Section2.3**                                   Companymay make payment of benefits directly to Plan participants or theirbeneficiaries as they become due under the terms of the Plan, and may requestreimbursement for such payments upon presentation of appropriate evidence ofpayment to Trustee.  On and after thedate of a Change of Control, as defined herein, Company shall notify Trustee ofits decision to make payment of benefits directly prior to the time amounts arepayable to Plan participants or their beneficiaries.  In addition, if the principal of the Trust,and any earnings thereon, are not sufficient to make payments of benefits inaccordance with the terms of the Plan, Company shall make the balance of eachsuch payment as it falls due.  Trusteeshall notify Company where principal and earnings are not sufficient.  Trustee shall not be liable for theinadequacy of the Trust to pay all amounts due under the Plan.

**ARTICLE III**

**TRUSTEERESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY ISINSOLVENT**

**Section3.1**                                   Trusteeshall cease payment of benefits to Plan participants and their beneficiaries ifthe Company is Insolvent.  Company shallbe considered “Insolvent” for purposes of this Trust Agreement if (i) Companyis unable to pay its debts as they become due, or (ii) Company is subject to apending proceeding as a debtor under the United States Bankruptcy Code or anycomparable state or federal regulatory law.

**Section3.2**                                   Atall times during the continuance of this Trust, as provided in Section 1.4, theprincipal and income of the Trust shall be subject to claims of general creditorsof Company under federal and state law as set forth below.

(1)                                  TheBoard of Directors and the Chief Executive Officer (or if there is no ChiefExecutive Officer, the highest ranking officer) of Company shall have the dutyto inform Trustee in writing of Company’s Insolvency.  If a person claiming to be a creditor ofCompany alleges in writing to Trustee that Company has become Insolvent,Trustee shall determine whether Company is Insolvent and, pending such determination,Trustee shall discontinue payment of benefits to Plan participants or theirbeneficiaries.  

(2)                                  UnlessTrustee has actual knowledge of Company’s Insolvency or has received noticefrom Company or a person claiming to be a creditor alleging that Company isInsolvent, Trustee shall have no duty to inquire whether Company isInsolvent.  Trustee may in all eventsrely on such evidence concerning Company’s solvency as may be

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furnished toTrustee and that provides Trustee with a reasonable basis for making adetermination concerning Company’s solvency.

(3)                                  Ifat any time Trustee has determined that Company is Insolvent, Trustee shalldiscontinue payments to Plan participants or their beneficiaries and shall holdthe assets of the Trust for the benefit of Company’s general creditors.  Nothing in this Trust Agreement shall in anyway diminish any rights of the Plan participants or their beneficiaries topursue their rights as general creditors of Company with respect to benefitsdue under the Plan or otherwise.

(4)                                  Trusteeshall resume the payment of benefits to Plan participants or theirbeneficiaries in accordance with Article II of this Trust Agreement only afterTrustee has been directed that Company is not Insolvent (or is no longerInsolvent). Trustee may in all events rely on such evidence concerningCompany’s solvency (or Insolvency) as may be furnished to Trustee and thatprovides Trustee with a reasonable basis for making a determination concerningCompany’s solvency.

**Section3.3**                                   Providedthat there are sufficient assets, if Trustee discontinues the payment ofbenefits from the Trust pursuant to Section 3.2 and subsequently resumes suchpayments, the first payment following such discontinuance shall include theaggregate amount of all payments due to Plan participants or their beneficiariesunder the terms of the Plan for the period of such discontinuance, less theaggregate amount of any payments made to Plan participants or theirbeneficiaries by Company in lieu of the payments provided for hereunder duringany such period of discontinuance.

**ARTICLE IV**

**PAYMENTS TO COMPANY**

Except as providedin Articles II and III hereof, Company shall have no right or power to directTrustee to return to Company or to divert to others any of the Trust assetsbefore all payments of benefits have been made to Plan participants and theirbeneficiaries pursuant to the terms of the Plan.  

**ARTICLE V**

**INVESTMENT AUTHORITY**

**Section5.1****                                  **Exceptas otherwise provided herein, Company shall, prior to a Change of Control asdefined herein, have the sole power and responsibility for the management,disposition and investment of the Trust assets, and Trustee shall comply withwritten directions from Company or its designated agent, which may include arecordkeeper for the Plan.  Trustee shallhave no duty or responsibility to review, initiate action or makerecommendations regarding the investment of Trust assets and shall retain suchassets until directed in writing to dispose of them.  Prior to issuing any such directions, Companyshall certify to Trustee the person(s) at Company or its agent who have theauthority to issue such directions.  Onand after the date of a Change of Control, Trustee shall have the sole andabsolute discretion to manage, dispose of, and invest the Trust assets.

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**Section5.2****                                  **Inthe administration of the Trust, Trustee shall have the following powers;however, prior to a Change of Control as defined herein, all powers regardingthe investment of the Trust shall be exercised solely pursuant to direction ofCompany or its delegated agent or, if applicable, an Investment Manager, asdefined herein, unless Trustee has been properly delegated investment authoritypursuant to Section 5.4:

(1)                                  Tohold assets of any kind, including shares of any registered investment company,whether or not Trustee or any of its affiliates provides investment advice orother services to such company and receives compensation for the servicesprovided;

(2)                                  Tosell, exchange, assign, transfer and convey any security or property held inthe Trust, at public or private sale, at such time and price and upon suchterms and conditions (including credit) as directed;

(3)                                  Toinvest and reinvest assets of the Trust (including accumulated income) asdirected;

(4)                                  Tovote, tender or exercise any right appurtenant to any stock or securities heldin the Trust, as directed;

(5)                                  Toconsent to and participate in any plan for the liquidation, reorganization,consolidation, merger or any similar action of any corporation, any security ofwhich is held in the Trust, as directed;

(6)                                  Tosell or exercise any “rights” issued on any securities held in the Trust, asdirected;

(7)                                  Tocause all or any part of the assets of the Trust to be held in the name ofTrustee (which in such instance need not disclose its fiduciary capacity) or,as permitted by laws, in the name of any nominee, and to acquire for the Trustany investment in bearer form, but the books and records of the Trust shall atall times show that all such investments are part of the Trust and Trusteeshall hold evidence of title to all such investments;

(8)                                  Tomake such distributions in accordance with the provisions of this TrustAgreement;

(9)                                  Tohold a portion of the Trust for the ordinary administration and for thedisbursement of funds in cash, without liability for interest thereon, for suchperiod of time as necessary, notwithstanding that Trustee or an affiliate ofTrustee may benefit directly or indirectly from such uninvested amounts.  It is acknowledged that Trustee’s handling ofsuch amounts is consistent with usual and customary banking and fiduciarypractices, and any earnings realized by Trustee or its affiliates will becompensation for its bank services in addition to its regular fees; and

(10)                            Toinvest in deposit products of Trustee or its affiliates, or other bank or similarfinancial institution, subject to the rules and regulations governing suchdeposits, and without regard to the amount of such deposit, as directed.

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**Section5.3**                                   Fromtime to time prior to a Change of Control as defined herein the Company mayappoint one or more investment managers who shall have investment managementand control over all or a portion of the assets of the Trust (“InvestmentManagers”).  The Company shall notify theTrustee in writing of the appointment of the Investment Manager.  In the event more than one Investment Manageris appointed, the Company shall determine which assets shall be subject tomanagement and control by each Investment Manager and shall also determine theproportion in which funds withdrawn or disbursed shall be charged against theassets subject to each Investment Manager’s management and control.  Such Investment Manager shall, prior to aChange of Control, direct Trustee as to the investment of assets and anyvoting, tendering and other appurtenant rights of all securities held in theportion of the Trust over which the Investment Manager is appointed.  Trustee shall have no duty or responsibilityto review, initiate action or make recommendations regarding the investment ofthe Trust assets and shall retain such assets until directed in writing todispose of them.

**Section5.4****                                  **Companymay delegate to Trustee the responsibility to manage all or a portion of theTrust prior to a Change of Control as defined herein if Trustee agrees to do soin writing.  Upon written acceptance ofthat delegation, Trustee shall have full power and authority to invest andreinvest the Trust in investments as provided herein, subject to any investmentguidelines provided by Company.

**Section5.5****                                  **Subjectto the foregoing provisions of this Article V, Trustee may invest in securities(including stock or rights to acquire stock) or obligations issued byCompany.  All rights associated withassets of the Trust shall be exercised by Trustee or the person designated byTrustee, and shall in no event be exercisable by or rest with Plan participantsor their beneficiaries.  Company shallhave the right at any time and from time to time, in its sole discretion, tosubstitute assets of equal fair market value for any asset held by theTrust.  This right is exercisable byCompany in a nonfiduciary capacity without the approval or consent of anyperson in a fiduciary capacity. 

**ARTICLE VI**

**DISPOSITION OF INCOME**

During the term ofthis Trust, all income received by the Trust, net of expenses and taxes, shallbe accumulated and reinvested.

**ARTICLE VII**

**ACCOUNTING BY TRUSTEE**

Trustee shall keepaccurate and detailed records of all investments, receipts, disbursements, andother transactions required to be made, including such specific records asshall be agreed upon in writing between Company and Trustee.  Within 60 days following the close of eachcalendar year and within 90 days after the removal or resignation of Trustee,Trustee shall deliver to Company a written account of its administration of theTrust during such year or during the period from the close of the lastpreceding year to the date of such removal or resignation, setting forth allinvestments, receipts, disbursements and other transactions effected by it,including a description of all securities and investments purchased

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and sold with thecost or net proceeds of such purchases or sales (accrued interest paid orreceivable being shown separately), and showing all cash, securities and otherproperty held in the Trust at the end of such year or as of the date of suchremoval or resignation, as the case may be. Trustee’s accounting, if notobjected to within 60 days of it being furnished to Company, shall be deemedaccepted by Company. 

**ARTICLE VIII**

**RESPONSIBILITY OF TRUSTEE**

**Section8.1**                                   Trusteeshall act with the care, skill, prudence and diligence under the circumstancesthen prevailing that a prudent person acting in like capacity and familiar withsuch matters would use in the conduct of an enterprise of a like character andwith like aims; provided, however, that Trustee shall incur no liability to anyperson for any action taken pursuant to a direction, request or approval givenby Company which is contemplated by and consistent with the terms of this Trustand is given in writing by Company.  Companyshall indemnify and hold harmless the Trustee and its officers, employees andagents from and against all liabilities, losses and claims (includingreasonable attorneys’ fees and costs of defense) for actions taken or omittedby Trustee in accordance with the terms of this Trust.  In the event of a dispute between Company anda party, Trustee may apply to a court of competent jurisdiction to resolve thedispute.

**Section8.2**                                   IfTrustee undertakes or defends any litigation arising in connection with this Trust,Company agrees to indemnify Trustee against Trustee’s costs, expenses andliabilities (including, without limitation, attorneys’ fees and expenses)relating thereto and to be primarily liable for such payments.  If Company does not pay such costs, expensesand liabilities in a reasonably timely manner, Trustee may obtain payment fromthe Trust.

**Section8.3**                                   Trusteemay consult with legal counsel (who may also be counsel for Company generally)with respect to any of its duties or obligations hereunder, and Trustee mayhire agents, accountants, actuaries, investment advisors, financial consultantsor other professionals to assist it in performing any of its duties orobligations hereunder.  Company shall paythe expenses for services by such individuals or entities, and if Company doesnot pay such expenses in a reasonably timely manner, Trustee may obtain paymentfrom the Trust.

**Section8.4**                                   Trusteeshall have, without exclusion, all powers conferred on trustees by applicablelaw, unless expressly provided otherwise herein; provided, however, that if aninsurance policy is held as an asset of the Trust, Trustee shall have no powerto name a beneficiary of the policy other than the Trust, to assign the policy(as distinct from conversion of the policy to a different form) other than to asuccessor Trustee, or to loan to any person the proceeds of any borrowingagainst such policy.  Trustee shall notbe liable for the failure or omission of any insurance company for any reasonto pay any benefits or furnish any services under the policies orcontracts.  Company shall have the soleresponsibility to determine whether any insured under any insurance policy heldin the Trust is deceased.

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**Section8.5****                                  **Notwithstandingthe provisions of Section 8.4, Trustee may loan to Company the proceeds of anyborrowing against an insurance policy held as an asset of the Trust.

**Section8.6**                                   Notwithstandingany powers granted to Trustee pursuant to this Trust Agreement or to applicablelaw, Trustee shall not have any power that could give this Trust the objectiveof carrying on a business and dividing the gains therefrom, within the meaningof section 301.7701-2 of the Procedure and Administrative Regulationspromulgated pursuant to the Code.

**Section8.7**                                   Anyelectronic communication, including facsimile and e-mail, received by Trusteefrom an address that Trustee reasonably believes to be that of a dulyauthorized representative of Company shall be deemed to be in writing andsigned on behalf of Company by a duly authorized representative of Company, andTrustee shall be as fully protected under the Trust Agreement and applicablelaw as if such electronic communication had been an originally signed writing.

**ARTICLE IX**

**COMPENSATION AND EXPENSES OF TRUSTEE**

Trustee shall beentitled to reasonable compensation for the services it renders under thisTrust.  Company shall pay all Trustee’sfees and expenses as outlined in the separate fee agreement.  If not so paid within a reasonable time, thefees and expenses, including, but not limited to, those expenses referenced inArticle VIII above, shall be paid from the Trust.  If, on and after the date of a Change ofControl, the payment of such fees and expenses from the Trust reduces the Trustassets below the amount necessary to pay benefits accrued as of the date of theChange of Control, the Trustee may institute an action to collect such amountfrom the Company as is necessary to eliminate such shortfall.

**ARTICLE X**

**RESIGNATION AND REMOVAL OF TRUSTEE**

**Section10.1**                            Trusteemay resign at any time by written notice to Company, which shall be effective30 days after receipt of such notice unless Company and Trustee agreeotherwise.

**Section10.2**   Trustee may beremoved by Company on 30 days’ notice or upon shorter notice accepted byTrustee.

**Section10.3**   Upon a Change ofControl, as defined herein, Trustee may not be removed by Company for 10 years.

**Section10.4**   If Trusteeresigns within 10 years after a Change of Control, as defined herein, Companymay select a successor Trustee, which must be approved by a majority of thePlan participants (disregarding for this purpose any individuals who becomeparticipants after the date of the Change of Control), in accordance with theprovisions of

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Section 11.1 priorto the effective date of Trustee’s resignation or removal.  If Company does not so select a successorTrustee and obtain approval from the majority of such Plan participants,Trustee shall apply to a court of competent jurisdiction for the appointment ofa successor trustee or for instructions.

**Section10.5**                            Uponresignation or removal of Trustee and appointment of a successor Trustee, allassets shall subsequently be transferred to the successor Trustee.  The transfer shall be completed within 120days after receipt of all information reasonably required by Trustee totransfer assets to the successor Trustee, unless Company extends the timelimit.

**Section10.6**                            IfTrustee resigns or is removed, a successor shall be appointed, in accordancewith Article XI, by the effective date of resignation or removal under Sections10.1 or 10.2.  If no such appointment hasbeen made, Trustee may apply to a court of competent jurisdiction forappointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall beallowed as administrative expenses of the Trust.

**ARTICLE XI**

**APPOINTMENT OF SUCCESSOR**

**Section11.1**                            IfTrustee resigns or is removed in accordance with Section 10.1 or 10.2,Company may, subject to the requirements of Section 10.4 if applicable, appointany third party, such as a bank trust department or other party that may begranted corporate trustee powers under state law, as a successor to replaceTrustee upon resignation or removal.  Theappointment shall be effective when accepted in writing by the new Trustee, whoshall have all of the rights and powers of the former Trustee, includingownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonablyrequested by Company or the successor Trustee to evidence the transfer.

**Section11.2**                            Thesuccessor Trustee need not examine the records and acts of any prior Trusteeand may retain or dispose of existing Trust assets, subject to Articles VII andVIII hereof.  The successor Trustee shallnot be responsible for, and Company shall indemnify and defend the successorTrustee from, any claim or liability resulting from any action or inaction ofany prior Trustee or from any other past event, or any condition existing atthe time it becomes successor Trustee.

**ARTICLE XII**

**AMENDMENT OR TERMINATION**

**Section12.1**                            ThisTrust Agreement may be amended only by a written instrument executed by andbetween Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with theterms of the Plan, as determined by Company, or shall make the Trust revocable.

**Section12.2**                            TheTrust shall not terminate until the date on which Plan participants and theirbeneficiaries are no longer entitled to benefits pursuant to the terms of thePlan.  Upon termination of the Trust, anyassets remaining in the Trust shall be returned to

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Company.

**Section12.3**                            Uponwritten approval of all participants or beneficiaries entitled to payment ofbenefits pursuant to the terms of the Plan, Company may terminate this Trustprior to the time all benefit payments under the Plan have been made.  All assets in the Trust at termination shallbe returned to Company.

**Section12.4**                            Notwithstandingthe foregoing, this Trust Agreement may not be amended on or after the date ofa Change of Control, as defined herein, without the consent of all Planparticipants and beneficiaries of deceased participants, except to the extentsuch amendment is required by law.

**ARTICLE XIII**

**MISCELLANEOUS**

**Section13.1**                            Anyprovision of this Trust Agreement prohibited by law shall be ineffective to theextent of any such prohibition, without invalidating the remaining provisionshereof.

**Section13.2**                            Benefitspayable to Plan participants and their beneficiaries under this Trust Agreementmay not be anticipated, assigned (either at law or in equity), alienated,pledged, encumbered or subjected to attachment, garnishment, levy, execution orother legal or equitable process.

**Section13.3**                            ThisTrust Agreement shall be governed by and construed in accordance with the lawsof the Commonwealth of Pennsylvania, U.S.A.

**Section13.4**                            Forpurposes of this Trust, “Change of Control” shall mean a “change in controlevent” as defined in Treasury regulations or other guidance issued pursuant toCode §409A, unless the Company or its successor enters into a binding writtenagreement in connection with such change in control event to continue the Planand Trust Agreement in effect in accordance with their terms immediately priorto such change in control event (except to the extent required by applicable law)for a period of 10 years following such change in control event.  If, prior to the end of such period, theCompany or its successor fails to continue the Plan and Trust Agreement ineffect pursuant to such agreement, a Change of Control shall be deemed to occuron the date such failure first occurs.

**Section13.5**                            Trusteeshall be entitled to rely on any information furnished to it by Company or anyother party from whom Trustee is entitled to any information.  If any provision of this Trust conflicts withany provision of the Plan, the provisions of this Trust shall control.

**Section13.6****                           **Ifat any time the Plan fails to meet the requirements of the Internal RevenueCode section 409A, the Company shall determine, withhold, report and remit alltaxes thereunder, as applicable.

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**ARTICLE XIV**

**EFFECTIVE DATE**

The effective dateof this Trust Agreement shall be May 1, 2007.

**INWITNESS WHEREOF,** Company and Trustee have caused thisAgreement to be executed by individuals thereunto duly authorized as of the dayand year first above written.
| **VWR International, Inc.** |   | **WELLS FARGO BANK, N.A., Trustee** |
|-----------------------------|--------|-------------------------------------|
|                        |   |                                |   |   |   |   |
|                        |   |                                |   |   |   |   |
| By                          |   |                                |   | By |   |   |
|                        |   |                                |   |   |   |   |
| Title                       |   |                                |   | Title |   |   |
|                        |   |                                |   |   |   |   |
|                             |        |                                     |  |  |  |  |  |  |

 

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