<PAGE>
                                                                   Exhibit 10.60

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                    EXECUTIVE RETIREMENT AND SAVINGS PROGRAM

                                   Originally
                         Effective as of August 1, 1992

                                   As Restated
                             Effective June 23, 1997

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
ARTICLE I                                                                        1
      Introduction...........................................................    1

ARTICLE II                                                                       2
      Definitions............................................................    2
            "Administrative Committee".......................................    2
            "Board of Directors".............................................    2
            "Change of Control"..............................................    2
            "Committee"......................................................    4
            "Company"........................................................    5
            "Credited Service"...............................................    5
            "Credited Service Date"..........................................    6
            "Disability".....................................................    6
            "Early Retirement Income"........................................    6
            "Earnings".......................................................    7
            "Employee".......................................................    8
            "Final Determination"............................................    8
            "Fisher".........................................................    9
            "Fisher Plan"....................................................    9
            "Fisher Plan Benefit"............................................    9
            "Highest Average Earnings".......................................   10
            "Investment Committee"...........................................   11
            "Normal Retirement Age"..........................................   11
            "Normal Retirement Income".......................................   11
            "Offset".........................................................   11
            "Offset Retirement Plan".........................................   11
            "Savings Account"................................................   11
            "Participant"....................................................   11
            "Program"........................................................   12
            "Taxes"..........................................................   12
            "Taxable Amount".................................................   12
            "Trust Fund".....................................................   12

ARTICLE III                                                                     12

ARTICLE IV                                                                      13
      Retirement Income......................................................   13
            4.1    Retirement Income.........................................   13
            4.2    Normal Retirement Income..................................   14
            4.3    Early Retirement Income...................................   15
            4.4    Adjustment of Retirement Benefits.........................   16
            4.5    Adjustment for Disability Benefits........................   17
            4.6    Reduction for Benefits Received Under Other Plans.........   17
</TABLE>

                                      (i)
<PAGE>

<TABLE>
<S>                                                                             <C>
            4.7    Optional Lump Sum Benefit.................................   18

ARTICLE V                                                                       19
      Disability Benefits....................................................   19
            5.1    In General................................................   19
            5.2    Amount of Disability Benefits.............................   19
            5.3    Adjustment of Disability Benefits.........................   20
            5.4    Reduction for Disability Benefits Received Under Other
                   Plans.....................................................   20

ARTICLE VI                                                                      21
     Death Benefits
            6.1    In General................................................   21
            6.2    Adjustment of Death Benefits..............................   23
            6.3    Amendment or Termination After Change of Control..........   23

ARTICLE VII                                                                     24
      Medical Benefits.......................................................   24
            7.1    In General................................................   24
            7.2    Adjustment for Benefits Received Under Other Plans........   26
            7.3    Amendment of Termination After Change of Control..........   28

ARTICLE VIII                                                                    28
      Savings Plan Contributions.............................................   28
            8.1    In General................................................   28
            8.2    Interest..................................................   30
            8.3    Vesting...................................................   30
            8.4    Payment of Savings Account................................   30

ARTICLE IX                                                                      32
      Trust Fund.............................................................   32

ARTICLE X                                                                       34
      Administrative Provisions..............................................   34
            10.1   Designation Of Committees to Carry Out Certain Duties.....   34
            10.2   Administration............................................   36
            10.3   Expenses of Administration................................   37

ARTICLE XI                                                                      38
      Miscellaneous..........................................................   38
            11.1   Term and Amendment of the Program.........................   38
            11.2   Inalienability of Benefits................................   39
            11.3   Taxes; Litigation Expenses................................   39

Exhibit A
</TABLE>

                                      (ii)
<PAGE>

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                    EXECUTIVE RETIREMENT AND SAVINGS PROGRAM

                                    ARTICLE I

                                  Introduction

      The Executive Retirement and Savings Program (the "Program") of Fisher
Scientific International Inc. ("Fisher") has been adopted to provide retirement,
disability, medical and savings plan benefits to selected officers and key
employees of Fisher and its subsidiaries, and to provide supplemental death
benefits to their spouses and/or dependent children. The purpose of the Program
is to attract and retain officers and key employees of superior quality by
providing a competitive level of retirement, disability, medical and savings
plan benefits. The Program is intended to be a plan for the benefit of a select
group of management or highly compensated individuals, as such terms are defined
in the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

      Fisher intends to maintain the Program indefinitely and, to afford
Participants and their beneficiaries maximum security, will establish a grantor
trust aid in accumulating the amounts necessary to satisfy its contractual
liability to pay benefits under the Program. The establishment of a trust does
not convey rights to Participants or their beneficiaries which are greater than
those of general creditors of Fisher.

                                      (1)
<PAGE>

                                   ARTICLE II

                                   Definitions

      "Administrative Committee" means the Administrative Committee appointed by
the Committee or the Board of Directors to administer the employee benefit plans
of Fisher and its subsidiaries, including the Program.

      "Board of Directors" means the Board of Directors of Fisher.

      "Change of Control" shall be deemed to have occurred upon:

      (1)   the first purchase of shares of stock o the Company pursuant to a
            tender offer or exchange offer (other than an offer by the Company
            or any of its subsidiaries or any employee benefit plan maintained
            by the Company or any its subsidiaries) for all, or any part of such
            stock;

      (2)   any acquisition of voting securities of the Company by any person or
            group (as such terms are used in Sections 13(d) and 14(d) of the
            Securities Exchange Act of 1934), but excluding (A) the Company or
            any of its subsidiaries or (B) any savings, pension or other
            benefits plan maintained for the benefit of employees of the Company
            or any of its subsidiaries which theretofore did not beneficially
            own voting securities representing more than 30% of the voting power
            of all outstanding voting securities of the Company, if such
            acquisition results in such entity, person or group owning
            beneficially securities representing more than 30% of the voting
            power of all outstanding voting securities of the Company;

      (3)   the approval by the Company's stockholders of a merger in which the
            Company does not survive as an independent, publicly owned
            corporation,

                                      (2)
<PAGE>

            a consolidation, or a sale, exchange or other disposition of all or
            substantially all the Company's assets;

      (4)   a change in the composition of the Company's Board of Directors
            during any period of two consecutive years such that individuals who
            at the beginning of such period were members of the Board cease for
            any reason to constitute at least a majority thereof, unless the
            election, or the nomination for election by the Company's
            stockholders, of each new director was approved by a vote of at
            least two-thirds of the directors then still in office who were
            directors at the beginning of the period; or

      (5)   any other event occurs which the Board of Directors determines, in
            its discretion, would materially alter the structure of the Company
            or its ownership.

            As used herein, "voting power" means ordinary voting power for the
      election of directors of the Company.

      "Committee" means the Compensation Committee of the Board of Directors or,
if there is no such committee, then the Board of Directors.

      "Company" means Fisher and its subsidiaries, including each of their
respective predecessors and successors.

      "Credited Service" means the total number of months of an Employee's
period of continuous employment with the Company and, to the extent provided by
the Administrative Committee or the Committee, affiliates of the Company and
their predecessors, beginning on his Credited Service Date (as listed in Exhibit
A hereto) and ending on the date the Employee's employment with the Company
terminates.

                                      (3)
<PAGE>

Continuous employment shall not be deemed interrupted by reason of
an absence from employment due to a Participant's Disability or by reason of a
temporary absence from employment due to a Participant's accident or sickness;
provided, however, that if the Participant recovers from such Disability,
accident or sickness and fails to return from such absence within a reasonable
period, as determined by the Administrative Committee, his Credited Service
shall be deemed to have terminated on the last day of employment prior to such
absence. Credited Service shall also include any period following a
Participant's termination of employment with the Company during which the
Participant receives salary continuation payments and may include any other
period of absence (whether or not the Employee receives Earnings for such
period) to the extent provided by the Committee. If a Participant's employment
with the Company terminates and the Participant subsequently returns to the
employ of the Company, his participation in the Program shall be reinstated
immediately. He shall retain his previously accumulated Credited Service and he
shall be credited with additional Credited Service for his continuous eligible
employment with the Company after such return.

      "Credited Service Date" means the date determined by the Committee and
specified in Exhibit A hereto as the date as of which a Participant's Credited
Service will commence for purposes of the Program. Notwithstanding the
foregoing, upon and after a Change of Control, Participant's Credited Service
may not be reduced or eliminated by the Committee.

      "Disability" shall have the meaning prescribed in the Company's Executive
Long Term Disability Income Plan.

                                      (4)
<PAGE>

      "Early Retirement Income" means the monthly amount determined with respect
to a Participant under Section 4.3.

      "Earnings" for any calendar year means amounts attributable to services
rendered for Fisher or its subsidiaries which are equal to the sum of (1) the
Employee's annual fixed, basic and regularly recurring straight-time salary for
each such year, which for purposes of this Program shall include the amount, if
any, by which such salary is voluntarily reduced in accordance with the
provisions hereof or of any qualified cash or deferred arrangement of Fisher or
any of its subsidiaries, and (2) 100% of any severance pay, or any annual,
year-end or short-term bonus or incentive compensation award for each such year.
The term "Earnings" shall not include commissions, overtime, insurance
disability pay, profit sharing payments, public or private retirement
contributions or benefits, retainers, insurance benefits or company paid
premiums, payments from any stock option or award plan or any savings or stock
purchase plan or, except as otherwise provided by the Administrative Committee,
any long-term bonus or incentive compensation award or any other special
benefits or awards. In calculating a Participant's Earnings, bonus and incentive
compensation awards included in Earnings shall be prorated over the year.

      "Employee" means any executive, highly compensated or other officer or key
employee of the Company. "Final Determination" means the final resolution of
liability for any Tax for a taxable period (i) by Internal

      Revenue Service Form 870-AD (or any successor form thereto), on the date
of acceptance by or on behalf of the Internal Revenue Service, or by a
comparable agreement form under the laws of any state or local government or the
rules

                                      (5)
<PAGE>

or regulations of any state or local taxing authority; (ii) by a decision,
judgment, decree or other order by a court of competent jurisdiction, which has
become final and unappealable; (iii) by a closing agreement or offer in
compromise under section 7121 or 7122 of the Internal Revenue Code of 1986, as
amended, or comparable agreements under the laws of any state or local
government or the rules or regulations of any state or local taxing authority;
(iv) by any allowance of refund or credit in respect of an overpayment Tax,
including any related interest or penalties, but only after the expiration of
all periods during which such refund may be recovered (including by way of
offset) by the jurisdiction imposing the Tax; or (v) by any other final
disposition by reason of the expiration of the applicable statute of
limitations.

      "Fisher" means Fisher Scientific International Inc., a Delaware
corporation. The term "Fisher" also means (1) any successor in interest to
Fisher, whether by reorganization, stock or asset purchase, and regardless of
whether or not such succeeding entity expressly assumes responsibility for the
Program, and (2) any entity related to such successor through membership in a
"controlled group" as determined under Section 1563 of the Internal Revenue
Code.

      "Fisher Plan" means the Fisher Scientific International Inc. Retirement
Plan including, without limitation, the non-qualified excess and supplemental
benefit plan provided for in Article III of such Plan and including all
predecessor and successor plans to such Plan.

      "Fisher Plan Benefit" means the value of the accrued benefit, if any, in
respect of a Participant which becomes payable from and under the Fisher Plan as
of the date a benefit becomes payable pursuant to Article IV, V or VI of the
Program, such Fisher

                                      (6)
<PAGE>

Plan Benefit to be expressed in the same form of payment as the benefit which
becomes payable pursuant to such Article IV, V or VI and to be determined under
the terms of the Fisher Plan as in effect as of the date of determination and
based solely on the Credited Service completed by such Participant prior to the
date the Participant ceases to accrue benefits under the Fisher Plan and the
Compensation and Average Final Compensation (as such terms are defined in the
Fisher Plan) earned by such Participant prior to the date the Participant ceases
to accrue benefits under the Fisher Plan.

      "Highest Average Earnings" means the average annual Earnings of a
Participant for any five calendar years of such Participant's Credited Service
during the final ten consecutive calendar years of such Credited Service with
Fisher or its subsidiaries (or such shorter period in excess of five years if
such Participant has less than ten years of such Credited Service) which
produces the highest such average. With respect to a Participant who has less
than five years of Credited Service, Highest Average Earnings means such
Participant's average annual Earnings for the period of his Credited Service
with Fisher and its subsidiaries. With respect to a Participant who is earning
Credited Service while on Disability, the Participant's Earnings for the
calendar year preceding the date of Disability (or for the last prior calendar
year for which such Participant received any Earnings) shall be deemed the
Participant's Earnings during each subsequent year of Credited Service while
disabled.

      "Investment Committee" means the Investment Committee appointed by the
Committee or the Board of Directors to manage the investment of the assets of
the employee benefit plans of Fisher and its subsidiaries, including the assets
set aside in the Trust Fund pursuant to the Program.

                                      (7)
<PAGE>

      "Normal Retirement Age" shall mean age sixty (60).

      "Normal Retirement Income" means the monthly amount determined with
respect to a Participant under Section 4.2.

      "Offset" shall have the meaning specified in Section 4.6 of the Program.

      "Offset Retirement Plan" shall have the meaning specified in Section 4.6
of the Program.

      "Participant" means an Employee designated by the Committee to participate
in the Program, as set forth in Exhibit A as amended from time to time. Upon the
occurrence of a Change of Control, no Participant may be removed from Exhibit A
without his consent.

      "Program" means the Fisher Scientific International Inc. Executive
Retirement and Savings Program, as set forth herein and as the same may be
amended from time to time.

      "Savings Account" means the amount credited on the Company's books to
reflect a Participant's deferrals pursuant to Section 8.1(b), and the Company's
Employer Contributions pursuant to Section 8.1(c).

      "Taxes" shall have the meaning specified in Section 11.3 of the Program.

      "Taxable Amount" shall have the meaning specified in Section 11.3 of the
Program.

      "Trust Fund" means the fund or funds provided under Article IX.

                                      (8)
<PAGE>

                                   ARTICLE III

                                   Eligibility

      Any Employee who is selected by the Committee for inclusion in the Program
shall become a Participant effective as of his Credited Service Date. From time
to time the Committee shall prepare or revise Exhibit A hereto to reflect those
Employees who have been selected for participation herein and to specify each
such Employee's Credited Service Date. Notwithstanding the foregoing, upon and
after a Change of Control, the Committee shall not have authority to remove a
Participant from Exhibit A (unless the Participant consents to such removal in
writing), or reduce a Participant's Credited Service.

                                   ARTICLE IV

                                Retirement Income

      4.1 Retirement Income. A Participant who has completed five or more years
of Credited Service or who has reached Normal Retirement Age, shall have a
vested and nonforfeitable right to receive Retirement Income hereunder,
determined in accordance with Section 4.2 or Section 4.3, as applicable, and
subject adjustment or reduction in accordance with Sections 4.4, 4.5 or 4.6, if
applicable. In addition, upon a Change of Control, all Participants shall become
vested in their right to receive Retirement Income pursuant to this Article IV.
Prior to a Change of Control, completion of five years of Credited Service or
reaching Normal Retirement Age, Participant's right to receive Retirement Income
under this Article IV shall not be vested and shall be forfeited in the event of
the Participant's termination of employment. Notwithstanding the preceding
sentence, a Participant who is employed by the Company at the time of his death
shall be

                                      (9)
<PAGE>

deemed to have a 100% vested and nonforfeitable interest to the Retirement
Income accrued as of the date of the Participant's death and such Retirement
Income shall be payable as provided in Article VI of the Program. Further, a
Participant who becomes Disabled shall be deemed to have 100% vested and
nonforfeitable interest in his Retirement Income accrued as of the date the
Participant becomes Disabled, and such Retirement Income shall be calculated and
payable as provided in Article V of the Program.

      4.2 Normal Retirement Income. Unless a Participant elects to receive Early
Retirement Income pursuant Section 4.3, a Participant who has satisfied the
vesting requirements of Section 4.1 shall commence receiving monthly payments
equal to his Normal Retirement Income as of the first day of the month
coincident with or next following the later of the date the Participant attains
Normal Retirement Age and the date of the Participant's retirement. Such Normal
Retirement Income shall be equal to one-twelfth of the excess of (a) 1.5% of the
Participant's Highest Average Earnings multiplied by his Credited Service over
(b) the value of the Offset, any, to be received by the Participant from and
under the Fisher Plan. Such Normal Retirement Income shall be recalculated from
time to time to the extent necessary to reflect any and all changes to the
Fisher Plan Benefit received or to be received by the Participant. A Participant
receiving Monthly Retirement Income under this section 4.2 or Early Retirement
Income under Section 4.3, shall be entitled to receive such Retirement Income
until his death. The final payment of Retirement Income shall be made on account
of the month in which the Participant dies.

                                      (10)
<PAGE>

      4.3 Early Retirement Income. A Participant who has satisfied the vesting
requirements of Section 4.1 may, at any time at or after termination of his
employment with the Company and prior to attainment of Normal Retirement Age,
elect by written notice to the Administrative Committee to commence receiving
monthly payments of his Early Retirement Income as of the first day of the month
coincident with or next following the date the Participant attains age 55 or as
of the first day of any month thereafter. Such Early Retirement Income shall be
equal to the Participant's Normal Retirement Income determined in accordance
with Section 4.2 as of the date of the Participant's termination of employment
with the Company, reduced by 1/3 of 1% for each full month by which the date of
the commencement of payment the Participant's Early Retirement Income precedes
the first day the month coincident with or next following the Participant's 60th
birthday.

      4.4 Adjustment of Retirement Benefits. Effective for Participants entering
Program pay status on and after June 23, 1997, the annual amount of Normal
Retirement Income of a Participant determined under Section 4.2 or Early
Retirement Income determined under Section 4.3 shall, subsequent to the
commencement of payment thereof, be increased as of January 1 of each calendar
year beginning January 1, 1998 by an amount equal to no less than 2-1/2% nor
more than 5% of the amount payable as of January l of the immediately preceding
calendar year, as determined by the Committee based on customary governmental
cost of living statistics.

      4.5 Adjustment for Disability Benefits. The Normal Retirement Income at
Normal Retirement Age for a Participant who was receiving Disability benefits
pursuant to Section 5.2(c) immediately prior to attaining Normal Retirement Age
shall be the

                                      (11)
<PAGE>

higher of the amount determined under Section 4.2 and the amount of disability
benefits he was receiving under Section 5.2(c).

      4.6 Reduction for Benefits Received Under Other Plans. The amount
Retirement Income payable to a Participant under the Program shall be reduced by
the amount (the "Offset"), if any, that is payable to the Participant under any
other pension plan or related benefit arrangement as may be designated by the
Administrative Committee, as set forth in Exhibit A (an "Offset Retirement
Plan"). The value of any such Offset shall be determined assuming payment in the
form of a 50% joint and survivor annuity if the Participant is married at the
time the benefit under the Offset Retirement Plan first becomes payable, or in
the form of a single life annuity if the Participant is not married at such
time. Notwithstanding the foregoing, upon and after a Change of Control, the
Administrative Committee shall not have the authority to designate any new or
additional Offset Retirement Plan(s).

      4.7 Optional Lump Sum Benefit. Any Participant entering Program pay status
on or after June 23, 1997, and who is entitled to receive benefits under
Sections 4.2 or 4.3, may elect to receive a lump sum payment of his benefit in
an amount equal to the Actuarial Equivalent of his entitlement. Any such
election (or revocation of such election) must be made in writing no less than
30 days prior to January 1 of the calendar year in which such Participant become
entitled to receive his benefit. The "Actuarial Equivalent" shall be determined
by the Plan's enrolled actuary, and shall be determined in the same manner as
actuarial equivalency is determined under the Fisher Plan. On and after a Change
of Control, the method of calculating actuarial equivalency and pertinent

                                      (12)
<PAGE>

actuarial assumptions may not be revised unless to do so would increase the
value of a Participant's lump sum benefit.

                                    ARTICLE V

                               Disability Benefits

      5.1 In General. A Participant who incurs a Disability shall become vested
and entitled to receive benefits in an amount determined under Section 5.2, as
such amount may be adjusted under Section 5.3 and reduced under Section 5.4. On
and after a Change of Control, the terms of this Article V may not be eliminated
from the Program or amended unless such amendment increases benefits payable
hereunder.

      5.2 Amount of Disability Benefits. Disability benefits shall be as
follows:

            (a) for the first six months after Disability occurs, monthly
      payments equal to the Participant's Earnings rate at the time Disability
      occurs;

            (b) for the two years following the end of such six-month period,
      monthly payments computed at an annual rate equal 75% the Participant's
      Earnings immediately prior to the commencement of Disability;

            (c) for the period from the end of such two-year period until the
      earlier of attainment of Normal Retirement Age or death, monthly payments
      computed at an annual rate equal to 55% of the Participant's Earnings
      immediately prior to the commencement of Disability.

      5.3 Adjustment of Disability Benefits. The annual amount of Disability
benefits determined under Section 5.2 shall, subsequent to the commencement of
payment thereof, be increased as of January 1 of each calendar year beginning
January 1, 1998 by an amount equal to no less than 2-1/2% nor more than 5% of
the amount payable

                                      (13)
<PAGE>

as of January 1 of the immediately preceding calendar year, as determined by the
Committee based on customary government cost living statistics.

      5.4 Reduction for Disability Benefits Received Under Other Plans. The
amount of Disability benefits payable to a Participant hereunder for any period
pursuant to Section by the amount of Disability benefits 5.2, or as adjusted
pursuant to Section 5.3, shall be reduced by the amount of Disability benefits
available to the Participant for that period under the Company's Executive
Long-Term Disability Income Plan, the Fisher Plan, or other plan (whether or not
the Participant elected to participate in such plan), or under an employment
contract or other agreement with the Company providing similar benefits.

                                   ARTICLE VI

                                 Death Benefits

      6.1 In General. Upon the death of a Participant who has (or is treated as
having) satisfied the vesting requirements of Section 4.1, the Participant's
surviving spouse, if any, shall become vested in and entitled to receive, until
the surviving spouse's death, a benefit, payable monthly and commencing as of
the first day of the month coincident with or next following the date of the
Participant's death, equal (a) if payment the Participant's Retirement Income
had commenced under the Program prior to the date of the Participant's death,
50% of the monthly Retirement Income to which the Participant was then entitled,
or (b) if the Participant dies on or after the date the Participant attains age
55 but prior to the commencement of Retirement Income payments, 50% of the
accrued Retirement Income which would have been payable to the Participant but
for his death, determined as of the date of the Participant's death and, if

                                      (14)
<PAGE>

the Participant dies prior to his Normal Retirement Age, in accordance with
Section 4.3 or otherwise in accordance with Section 4.2, or (c) if the
Participant dies prior to his 55th birthday, 50% of the accrued Early Retirement
Income which would have been payable to the Participant but for his death,
determined as of the date of the Participant's death in accordance with Section
4.3, assuming for purposes of calculating the reduction attributable to the
early commencement of payment that the Participant died on his 55th birthday
(but not for purposes of calculating the Participant's Credited Service or
Highest Average Earnings, which shall be determined as of the date of the
Participant's death). Upon the death of a surviving spouse who was then
receiving a benefit pursuant to this Article VI, or upon the death of a
Participant who is not survived by a spouse, the Participant's dependent
children, if any, shall become vested in and entitled to receive, until all of
the Participant's dependent children shall have attained the age of 21 or sooner
died, a benefit, payable monthly, equal to the benefit to which the surviving
spouse of the Participant was, prior to death, or would have been had the spouse
survived the Participant, entitled pursuant to this Article VI. No death
benefits other than those described in this Article VI shall be payable to any
person pursuant to the Program with respect to Retirement Income accrued
pursuant to Article IV hereof.

      6.2 Adjustment of Death Benefits. Effective for deaths occurring on and
after June 23, 1997, the annual amount of death benefits payable under Section
6.1 shall, subsequent to the date of its commencement, be increased as of
January 1 of each calendar year beginning January 1, 1998 by an amount equal to
no less than 2-1/2% nor more than 5% of the amount payable as of January 1 of
the immediately preceding

                                      (15)
<PAGE>

calendar year, as determined by the Committee based on customary governmental
cost of living statistics.

      6.3 Amendment or Termination After Change Control. On and after a Change
of Control, the terms of this Article VI may not be eliminated from the Program
or amended unless such amendment increases benefits payable hereunder.

                                   ARTICLE VII

                                Medical Benefits

      7.1 In General. Subject to the provisions o Section 7.2 of the Program, a
Participant who either:

            (i)   becomes Disabled,

            (ii)  is employed on the date of a Change of Control, or

            (iii) reaches Normal Retirement Age and/or completes five or more
      years of Credited Service,

and the surviving spouse and dependent children of such a Participant and of a
Participant who dies while in the employ of the Company shall, during the
coverage period specified herein, participate in and become vested in the
medical, dental, vision, and the executive medical reimbursement plan or other
benefit plans in which the Participant participated as of the date of his
termination of employment; provided that, if the Company increases, decreases or
otherwise modifies the amount or kind of medical benefits provided to, or the
contributions or copayments of, active employees generally, such increase,
decrease or modification shall be applicable to the benefits provided under this
Section 7.1. Notwithstanding the foregoing, in the event of a Change of Control,
any decrease or modification of active employee health benefits shall not be
effective as to any

                                      (16)
<PAGE>

Participant (or surviving spouse or dependent children) unless the Participant
(or surviving spouse or dependent children) agree(s) in writing to such decrease
or modification. The coverage period shall commence on the date following the
Participant's termination of employment with the Company on which the
Participant (or in the case of the death of the Participant prior to the receipt
of payment of Retirement Income pursuant to Article IV, the surviving spouse or
dependent children, as applicable) first becomes eligible to begin receiving
payment of Retirement Income or Disability Benefits (or death benefits in the
case of a surviving spouse or dependent children) in accordance with Section
4.2, 4.3 or 5.2 (or Section 6.1 in the case of a surviving spouse or dependent
children), whichever is applicable, and shall end on the date eligibility to
receive payment of Retirement Income or Disability Benefits (or death benefits
in the case of a surviving spouse or dependent children) terminates. For
purposes of this Section 7.1, a Participant who elects a lump sum benefit
pursuant to Section 4.7 shall have a coverage period corresponding to the
coverage period he would have had if he had received benefits under Sections 4.2
or 4.3.

      7.2 Adjustment for Benefits Received Under Other Plans. The amount of
medical benefits payable hereunder to or for the benefit of a retired
Participant, a surviving spouse or the dependent children of a Participant,
shall be reduced by the amount of such benefits, if any, payable by Medicare,
Medicaid or any other public medical reimbursement plan or by any insurance or
other reimbursement provision under any other plan or arrangement other than the
Abex Inc. Executive Retirement and Savings Program (the "Abex Program"). The
Benefits payable hereunder are intended to be supplementary and secondary and
shall not be payable if benefits under such other

                                      (17)
<PAGE>

plan or arrangement would be reduced by reason of any benefit otherwise payable
hereunder. To the extent any Participant, spouse or dependent child is entitled
to medical, health, dental, vision, or executive medical expense reimbursement
coverage hereunder and under the comparable provisions of the Abex Program, the
portion of each medical, health, dental, vision or executive medical expense
reimbursement claim payable under this Program shall be equal to the product of
(x) a fraction (the "Allocation Fraction"), the numerator of which is equal to
the number of years of service of the Participant with Fisher or its
subsidiaries and the denominator of which is equal to the sum of such
Participant's years of service with Fisher or its subsidiaries and years of
service with Abex or its subsidiaries or their respective predecessors
(collectively, "Abex"); provided that, in the case of periods during which the
Participant is simultaneously employed by Fisher or any of its subsidiaries and
by Abex, (i) only a portion of such periods of dual employment shall be included
in the numerator of the Allocation Fraction, such portion to equal the product
of (A) the number of years (including partial years) of such dual employment,
multiplied by (B) a fraction, the numerator of which is equal to the aggregate
base salary payments made by Fisher or any of its subsidiaries for such period
of dual employment and the denominator of which is equal to the total aggregate
base salary payments payable by Fisher or its subsidiaries and Abex for such
period of dual employment and (ii) such period of dual employment shall be taken
into account only once in the denominator of the Allocation Fraction.

      7.3 Amendment of Termination After Change of Control. On and after a
Change of Control, the terms of this Article VII may not be eliminated from the
Program or amended unless such amendment increases benefits payable hereunder.

                                      (18)
<PAGE>

                                  ARTICLE VIII

                           Savings Plan Contributions

      8.1   In General.

            (a) Participant Deferrals. On or prior to December 1 of any calendar
      year, a Participant may elect to defer receipt of a percentage (in
      increments of 1%, not to exceed 15%) (the "Deferral Rate") such
      Participant's Earnings for the subsequent calendar year. In addition,
      within the 30 day period following the date a Participant first becomes
      eligible to participate in the Program, such Participant may elect to
      defer a percentage of such Participant's Earnings (and specify a Deferral
      Rate with respect thereto) for the balance of the calendar year. All
      amounts of a Participant's Earnings which are deferred pursuant to this
      Section 8.1(a) shall be 100% vested regardless of a Participant's age or
      amount of Credited Service. The amount of a Participant's annual deferrals
      under the Plan shall be reduced by the amount of the Participant's
      Earnings, if any, deferred pursuant to the Fisher Scientific International
      Inc. Savings and Profit Sharing Plan (the "Savings Plan"). All such
      elections shall be made in accordance with the rules and procedures of the
      Administrative Committee.

            (b) Credit of Participant Deferrals. With respect to each
      Participant who makes a deferral election in accordance with Section
      8.1(a) , the Company shall credit on its books for each appropriate
      payroll period an amount equal to the sum of such Participant's Earnings
      (as adjusted under Section 8.1(a)) for such payroll period multiplied by
      the Deferral Rate.

                                      (19)
<PAGE>

            (c) Credit of Employer Contributions. With respect to each
      Participant who makes a deferral election in accordance with Section
      8.1(a), the Company shall credit on its books for each appropriate payroll
      period an amount equal to the Company Contributions made in accordance
      with Sections 5.1 and 5.2 of the Fisher Savings Plan. Notwithstanding the
      foregoing, upon the occurrence of a Change of Control, an amount shall be
      credited to the Savings Account of each Participant pursuant to this
      Section for each subsequent payroll period which shall be no less than the
      contribution which would have been required under the Fisher Scientific
      International Inc. Savings and Profit Sharing Plan as in effect on June
      23, 1997.

      8.2 Interest. Amounts credited to the Savings Account during any year
shall accrue interest at a rate based on the average interest rate on ten year
U.S. Treasury Notes, as determined by the Administrative Committee, or such
alternative investments as may be approved by the Investment Committee. Once
credited, interest may not be removed from a Savings Account.

      8.3 Vesting. A Participant shall vest in amounts credited to his Savings
Account under this Article VIII to the same extent he would have vested in such
amounts based on his Credited Service Date had he been a participant in, and had
such amounts accrued under, the Savings Plan. Notwithstanding the foregoing, a
Participant shall become 100% vested in amounts in his Savings Account upon a
Change of Control.

      8.4 Payment of Savings Account. Except as provided in the next sentence,
the Company shall pay the amounts due to a Participant from his Savings Account
by a single sum payment as of the earlier of the date such Participant becomes
Disabled or a

                                      (20)
<PAGE>

date which is two years following the Participant's retirement or termination of
employment with the Company (the "Two Year Anniversary Date"), unless prior to
the calendar year which includes the Two Year Anniversary Date, the Participant
elects in writing (a "Deferral Election"), to defer payment of such amounts
beyond the Two Year Anniversary Date and such Deferral Election specifies an
alternative time and schedule of payment. Prior to the date of a Participant's
retirement or termination of employment with the Company, the Participant may
submit a written election (and may change or revoke such election) (a "Payment
Election") to receive or commence receiving payment of all or a portion of the
amounts due to the Participant from his Savings Account as of a date specified
by the Participant which is prior to the Two Year Anniversary Date or to receive
payment in a specified form other than a lump sum payment; provided, however,
that no such Payment Election (or change or revocation of a Payment Election)
shall be effective if made in the calendar year which includes the date of the
Participant's retirement or termination of employment with the Company. Such
payments shall be-made to the extent of the vested interest of the Participant
without regard to whether the termination of his employment results from
Disability, retirement, death, discharge or resignation. In the event of the
death of a Participant prior to the payment of the balance of his Savings
Account, any vested and unpaid amount shall be paid to the Participant's
designated beneficiary, if any, or to the Participant's estate if no beneficiary
is designated. Neither the Participant nor his legal, representatives nor any
beneficiary designated by him shall have any right, other than as an unsecured
creditor, against the Company in respect of the Savings Account.

                                      (21)
<PAGE>

                                   ARTICLE IX

                                   Trust Fund

      Fisher and its successors and/or assigns shall be responsible for the
payment of all benefits provided under the Program. Fisher shall establish a
Trust Fund, with such trustee or trustees as either the Board of Directors, the
Compensation Committee or the Administrative Committee may approve, for the
purpose of providing for the payment of such benefits. Such Trust Fund will be
irrevocable; provided, however, that the assets thereof shall be subject to the
claims of Fisher's creditors. To the extent any benefits provided under the
Program are actually paid from the Trust Fund, Fisher shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, Fisher, its successors and
assigns. The initial contribution to the Trust Fund, which may be in the form of
cash, insurance policies, guaranteed investment contracts or otherwise, shall be
in an amount which, in the opinion of an enrolled actuary (within the meaning
ERISA) selected by the Administrative Committee, shall be sufficient to provide
all benefits under the Program in respect of all individuals who are
Participants in the Program as of the date such initial contribution is made.
The initial contribution shall remain dedicated to such benefits regardless of
the addition of new Participants or the accrual additional benefits for existing
or new Participants under the Program. Additional contributions shall be made
from time to time by Fisher in amounts which are sufficient, in the opinion of
such enrolled actuary, provide for all benefits which have accrued under the
Program in respect of all Participants since the date of the last contribution.
In the event of a Change of Control, an amount shall be immediately contributed
to the Trust Fund sufficient to

                                      (22)
<PAGE>

fund all benefits under the Program including those which accrue under the
Program immediately following the Change of Control, and sufficient to defray
reasonably anticipated administrative expenses. Notwithstanding the foregoing
(except for contributions made because of a Change of Control), no contribution
shall be made to the Program if such contribution would adversely affect the
status of the Trust Fund as a "rabbi" trust for federal income tax purposes.

                                    ARTICLE X

                            Administrative Provisions

      10.1 Designation of committees to Carve Out Certain Duties. The Board of
Directors or the Committee shall designate an Administrative Committee to
administer the Program and the Trust Fund and an Investment Committee to manage
the investments of the Trust Fund, and such Committees shall have the powers and
duties specified hereunder and in the appropriate trust agreement. Each
Committee may adopt by majority vote or written consent rules and procedures for
exercising its powers and carrying out its duties which shall have the force and
effect of Program provisions. Such rules and procedures may be amended or
repealed by majority vote or written consent of such Committee. Any action
permitted to be taken by either the Administrative or the Investment Committee
hereunder or under the appropriate trust agreement that is required by Federal
securities laws or any rule or regulation thereunder for qualification
thereunder to be taken by disinterested board or committee shall be made by the
Committee or, if the members thereof are not all disinterested persons as
contemplated by the securities laws, by a committee of two or more directors,
each of whom is a disinterested director. The Administrative Committee shall
report to the Committee from

                                      (23)
<PAGE>

time to time with respect to its activities under the Program and the Trust
Fund. The Administrative Committee or persons designated by it shall keep such
records as may be necessary for the administration of the Program and shall
furnish Participants such statements as it may determine to be necessary or
desirable to reflect their interests in the Program.

      10.2 Administration. The Committee shall have the power, subject to the
terms of the Program, to determine, in its sole discretion, the Employees of the
Company who will participate hereunder, to determine their Credited Service Date
and to modify, terminate or freeze the future accrual and vesting of benefits of
a Participant. Notwithstanding the foregoing, upon and after a Change of
Control, the Committee may not remove a Participant from the Program without
such Participant's written consent, reduce a Participant's Credited Service, or
reduce, terminate, or freeze the future accrual or vesting of any such
Participant. Except as otherwise provided herein, the Administrative Committee
shall have the power to make all interpretations and other determinations
necessary or desirable for the Program's administration, and, as to all matters
not reserved to the Board of Directors or the Committee, such interpretations
and determinations shall be made in the Administrative Committee's sole
discretion and shall be final and conclusive. Neither the Board, the Committee,
the Administrative Committee nor any member thereof nor the Company nor any
employee, officer or director of the Company shall be liable for any action or
determination made in good faith with respect to the Program or the rights of
any person under the Program.

      10.3 Expenses of Administration. The expenses of administration of the
Program, including, without limitation, all expenses incurred by any Committee,
fees and

                                      (24)
<PAGE>

expenses of the trustee or trustees and investment managers under the Trust
Fund, accounting and legal fees and expenses, and any other expenses related to
the administration of the Program, shall be charged against the Trust Fund to
the extent the value of the assets of the Trust Fund exceeds the amount
necessary, in the opinion of the enrolled actuary (within the meaning of ERISA)
for Fisher, to provide for all benefits accounted for under the Trust Fund as of
such time. Any such fees and expenses not paid from the Trust Fund shall be paid
by Fisher. If Fisher at any time fails to pay any such fees and expenses, Trust
assets may be applied to pay them, and Fisher shall promptly cause to be
deposited in the Trust Fund the amount so applied unless to do so would
adversely affect the tax status of the Trust Fund as a "rabbi" trust for federal
income tax purposes.

                                   ARTICLE XI

                                  Miscellaneous

      11.1 Term and Amendment of the Program. The Board of Directors may
terminate the Program, and the Board of Directors or the Committee may amend the
Program in any respect at any time prior to a Change of Control; provided,
however, that no action of the Board or the Committee may, without the consent
of the person involved, alter or impair the rights of a Participant, his spouse,
dependent children or beneficiary to (a) any benefits accrued and vested
hereunder or (b) any other accrued and vested benefits to which such spouse,
dependent children or beneficiary is otherwise entitled by reason of the
Participant's participation in the Program; and provided, further, that only the
Board may amend the Program so as to materially increase the benefits to
Participants. After a Change in Control, the Program may not be terminated
without the

                                      (25)
<PAGE>

written consent of any person impacted by the termination until all accrued
benefits and medical benefits are paid out, and no amendments may be made to the
Program without the written consent of any person impacted by the amendment,
unless such amendment enhances the benefits of Program Participants.

      11.2 Inalienability of Benefits. The benefits payable under the Program
shall not be subject to alienation, transfer, assignment, garnishment, execution
or levy of any kind, and any attempt to cause any benefits to be so subjected
shall not be recognized.

      11.3 Taxes; Litigation Expenses. If there is a Final Determination that an
amount (the "Taxable Amount") held under the Trust Fund is Ancludable in the
gross income of a Participant, an amount which, after payment of all federal
state and local taxes ("Taxes") on the payment, is equal to the Taxes, interest
and penalties finally determined to be owed by such Participant with respect to
the Taxable Amount shall be paid to the Participant. All such payments of Taxes,
interest and penalties shall be paid from the Trust Fund to the extent it is
sufficient therefor and, to the extent it is insufficient, by Fisher. The Trust
Fund shall be deemed sufficient for purposes of the foregoing sentence to the
extent the value thereof exceeds the amount necessary, in the opinion of the
enrolled actuary (within the meaning of ERISA) selected by the Administrative
Committee, to provide for all benefits accrued under the Trust Fund as of the
date of any payment pursuant to this Section 11.3.

      In the event any payment is made pursuant to this Section 11.3 with
respect to a Participant, the portion of each payment (each, a "Payment") to be
paid in respect of such Participant pursuant to Article IV, V, VI or VIII of the
Program which is equal to the product of (a) each such Payment multiplied by (b)
the percentage obtained by

                                      (26)
<PAGE>

dividing (i) the Taxable Amount in respect of such Participant by (ii) the sum
of the aggregate amount of payments expected to be made in respect of such
Participant pursuant to Articles IV, V, VI and VIII hereof, determined at the
time of the first such payment, shall be reduced as necessary so that the net
after-tax amount of each such Payment equals, as nearly as possible, taking into
account any realized tax benefit arising from the Participant's basis in the
Taxable Amount, the net after-tax amount which would have been received in
respect of such Participant had such Payment been included in the Participant's
gross income in the taxable year of the Participant when paid.

                                      (27)