**Exhibit 10.8(a)**

VWR INTERNATIONAL, INC.

RETIREMENT PLAN

(As amended and restated effective June 1, 2005)

----

| SECTION 1 |   | DEFINITIONS                          |   | 2 |
|-----------|--------|--------------------------------------|--------|---|
| 1.1       |   | Accrued Benefit                      |   | 2 |
| 1.2       |   | Actuarially Equivalent               |   | 2 |
| 1.3       |   | Annuity Starting Date                |   | 2 |
| 1.4       |   | Applicable Interest Rate             |   | 2 |
| 1.5       |   | Applicable Mortality Table           |   | 2 |
| 1.6       |   | Beneficiary                          |   | 2 |
| 1.7       |   | Code                                 |   | 2 |
| 1.8       |   | Committee                            |   | 3 |
| 1.9       |   | Credited Service                     |   | 3 |
| 1.10      |   | Disabled                             |   | 3 |
| 1.11      |   | Earnings                             |   | 3 |
| 1.12      |   | Eligible Employee                    |   | 4 |
| 1.13      |   | Employer                             |   | 4 |
| 1.14      |   | Employment Commencement Date         |   | 4 |
| 1.15      |   | ERISA                                |   | 5 |
| 1.16      |   | Expatriate                           |   | 5 |
| 1.17      |   | Final Average Monthly Earnings       |   | 5 |
| 1.18      |   | Final Average Accrued Benefit        |   | 5 |
| 1.19      |   | Foreign Affiliate                    |   | 5 |
| 1.20      |   | Freeze Date                          |   | 5 |
| 1.21      |   | Frozen Final Average Accrued Benefit |   | 5 |
| 1.22      |   | Fund                                 |   | 6 |
| 1.23      |   | Funding Agent                        |   | 6 |
| 1.24      |   | Grandfathered Participant            |   | 6 |
| 1.25      |   | Hour of Service                      |   | 6 |
| 1.26      |   | Investment Manager                   |   | 6 |
| 1.27      |   | Leased Employee                      |   | 6 |
| 1.28      |   | Participant                          |   | 7 |
| 1.29      |   | PBGC                                 |   | 7 |
| 1.30      |   | Period of Service                    |   | 7 |
| 1.31      |   | Plan                                 |   | 7 |
| 1.32      |   | Plan Administrator                   |   | 7 |
| 1.33      |   | Plan Year                            |   | 7 |
| 1.34      |   | Qualified Domestic Relations Order   |   | 7 |
| 1.35      |   | Section 401(a)(17) Participant       |   | 8 |
| 1.36      |   | Service                              |   | 8 |
| 1.37      |   | Severance From Service Date          |   | 8 |
| 1.38      |   | Spouse                               |   | 8 |
| 1.39      |   | Temporary Termination                |   | 8 |
| 1.40      |   | Temporary Employee                   |   | 8 |
| 1.41      |   | Terminated (or Termination)          |   | 8 |
| 1.42      |   | VWR                                  |   | 8 |
| SECTION 2 |   | PARTICIPATION                        |   | 9 |
| 2.1       |   | Eligibility for Participation        |   | 9 |

 

----

 
| 2.2        |   | Reemployment After a Termination              |   | 9  |
|------------|--------|-----------------------------------------------|--------|----|
| 2.3        |   | Special Rules for Certain Participants        |   | 9  |
| SECTION 3  |   | RETIREMENT DATES                              |   | 10 |
| 3.1        |   | Regular Retirement Date                       |   | 10 |
| 3.2        |   | Early Retirement Date                         |   | 10 |
| 3.3        |   | Deferred Retirement Date                      |   | 11 |
| 3.4        |   | Requirements Concerning Distributions         |   | 11 |
| 3.5        |   | Retirement Date                               |   | 17 |
| SECTION 4  |   | RETIREMENT BENEFITS                           |   | 18 |
| 4.1        |   | Accrued Benefit                               |   | 18 |
| 4.2        |   | Regular Retirement Benefit                    |   | 19 |
| 4.3        |   | Early Retirement Benefit                      |   | 19 |
| 4.4        |   | Deferred Retirement Benefit                   |   | 20 |
| 4.5        |   | Reemployment After Retirement                 |   | 20 |
| 4.6        |   | Suspension of Payments                        |   | 21 |
| 4.7        |   | Benefits for Former Participants              |   | 21 |
| SECTION 5  |   | FORMS OF PAYMENT                              |   | 22 |
| 5.1        |   | Forms of Payment                              |   | 22 |
| 5.2        |   | Automatic Form of Benefit                     |   | 23 |
| 5.3        |   | Limitation on Joint Annuitant                 |   | 24 |
| 5.4        |   | Explanation of Forms of Payment               |   | 24 |
| 5.5        |   | Retroactive Annuity Starting Dates            |   | 25 |
| 5.6        |   | Small Benefits and Repayment of Benefit       |   | 25 |
| 5.7        |   | Direct Rollovers                              |   | 26 |
| SECTION 6  |   | DEATH AND DISABILITY BENEFITS                 |   | 27 |
| 6.1        |   | Spouse’s Death Benefit                   |   | 27 |
| 6.2        |   | Disability Benefits                           |   | 28 |
| SECTION 7  |   | VESTING                                       |   | 29 |
| 7.1        |   | Vesting                                       |   | 29 |
| 7.2        |   | Deferred Vested Benefit                       |   | 29 |
| 7.3        |   | Forfeitures                                   |   | 30 |
| SECTION 8  |   | LIMITATIONS ON BENEFITS                       |   | 31 |
| 8.1        |   | Limitations re Highly Compensated Employees   |   | 31 |
| 8.2        |   | Maximum Annual Benefit Payable Under the Plan |   | 32 |
| SECTION 9  |   | TOP HEAVY PROVISIONS                          |   | 35 |
| 9.1        |   | Scope                                         |   | 35 |
| 9.2        |   | Top Heavy Status                              |   | 35 |
| 9.3        |   | Minimum Benefit                               |   | 38 |
| 9.4        |   | Vesting                                       |   | 39 |
| SECTION 10 |   | ADMINISTRATION OF THE PLAN                    |   | 41 |
| 10.1       |   | Plan Administrator                            |   | 41 |
| 10.2       |   | Organization and Procedures                   |   | 41 |
| 10.3       |   | Duties and Authority                          |   | 41 |
| 10.4       |   | Expenses and Assistance                       |   | 42 |

 

ii

----

 
| 10.5       |   | Claims Procedure                                                                                                          |   | 42  |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|-----|
| 10.6       |   | Appeal Procedure                                                                                                          |   | 43  |
| 10.7       |   | Arbitration                                                                                                               |   | 45  |
| 10.8       |   | Plan Administration - Miscellaneous                                                                                       |   | 45  |
| 10.9       |   | Qualified Domestic Relations Orders                                                                                       |   | 47  |
| 10.10      |   | Plan Qualification                                                                                                        |   | 48  |
| 10.11      |   | Deductible Contribution                                                                                                   |   | 49  |
| 10.12      |   | Action by VWR                                                                                                             |   | 49  |
| SECTION 11 |   | AMENDMENT AND TERMINATION                                                                                                 |   | 50  |
| 11.1       |   | Amendment - General                                                                                                       |   | 50  |
| 11.2       |   | Amendment - Consolidation or Merger                                                                                       |   | 50  |
| 11.3       |   | Termination of the Plan                                                                                                   |   | 50  |
| 11.4       |   | Allocation of the Fund on Termination of Plan                                                                             |   | 50  |
| SECTION 12 |   | FUNDING                                                                                                                   |   | 52  |
| 12.1       |   | Contributions to the Fund                                                                                                 |   | 52  |
| 12.2       |   | Fund for Exclusive Benefit of Participants and  Beneficiaries                                                             |   | 52  |
| 12.3       |   | Disposition of Credits and Forfeitures                                                                                    |   | 52  |
| 12.4       |   | Funding Agent                                                                                                             |   | 52  |
| 12.5       |   | Investment Manager                                                                                                        |   | 52  |
| SECTION 13 |   | FIDUCIARIES                                                                                                               |   | 53  |
| 13.1       |   | Limitation of Liability of the Employer and Others                                                                        |   | 53  |
| 13.2       |   | Indemnification of Fiduciaries                                                                                            |   | 53  |
| 13.3       |   | Scope of Indemnification                                                                                                  |   | 53  |
| APPENDIX A | — | FORMER VAN WATERS &  ROGERS PROFIT SHARING PLAN PARTICIPANTS                                                          |   | A-1 |
| APPENDIX B | — | FORMER PARTICIPANTS OF  UNION PLANS                                                                                       |   | B-1 |
| APPENDIX C | — | EMPLOYEES TRANSFERRED  IN SPINOFF FROM UNIVAR CORPORATION                                                                 |   | C-1 |
| APPENDIX D | — | FORMER EMPLOYEES OF  ACQUIRED COMPANIES                                                                                   |   | D-1 |
| APPENDIX E | — | TRANSFER OF EMPLOYEES  BETWEEN VWR SCIENTIFIC PRODUCTS CORPORATION AND MOMENTUM DISTRIBUTION INC.  PRIOR TO APRIL 1, 1992 |   | E-1 |
| APPENDIX F | — | FORMER EMPLOYEES OF  BAXTER INTERNATIONAL, INC.                                                                           |   | F-1 |
| APPENDIX G | — | FORMER PARTICIPANTS IN  SCIENCE KIT, INC. RETIREMENT PLAN                                                                 |   | G-1 |

 

iii

----

 
| APPENDIX H | — | FORMER PARTICIPANTS IN WARD’S NATURAL SCIENCE  ESTABLISHMENT, INC. RETIREMENT PLAN |   | H-1 |
|------------|--------|-----------------------------------------------------------------------------------------|--------|-----|
| APPENDIX I | — | FORMER EMPLOYEES OF  MERCK AND SUBSIDIARIES                                             |   | I-1 |

 

iv

----

 

PREAMBLE

THIS VWR INTERNATIONAL, INC. RETIREMENT PLAN(hereinafter referred to as the “Plan”) was adopted effective March 1, 1986, byVWR International, Inc., and is amended and restated effective June 1,2005.

WHEREAS, the Plan shall be maintained for theexclusive benefit of covered employees and their beneficiaries, and is intendedto comply with the Internal Revenue Code of 1986, as amended, the EmployeeRetirement Income Security Act of 1974, as amended, and other applicable laws;

NOW, THEREFORE, effective June 1, 2005, VWR doeshereby adopt the amended and restated Plan as set forth in the following pages.

----

SECTION 1

DEFINITIONS

The following terms when used herein shall have thefollowing meanings, unless a different meaning is plainly required by thecontext.

1.1           Accrued Benefit means, on anydate, the benefit determined under the formula specified in Section 4.1 as ofthe earlier of such date or the Participant’s Freeze Date.

1.2           Actuarially Equivalent andterms of similar import (for purposes other than determining contributions tothe Fund) mean, except as otherwise specifically provided, that the presentvalue of two payments or series of payments shall be of equal value whencomputed at a 7% rate of interest and on the basis of the UP-1984 MortalityTable with ages set back 1-1/2 years.

1.3           Annuity Starting Date means:

(a)           Thefirst day of the first period for which an amount is paid as an annuity; or

(b)           Inthe case of a benefit not payable in the form of an annuity, the first day onwhich all events have occurred which entitle the Participant to such benefit.

1.4           Applicable Interest Rate meansthe annual rate of interest on 30-year Treasury securities, as specified by theCommissioner of Internal Revenue for the second calendar month preceding thebeginning of the Plan Year which includes the Annuity Starting Date.

1.5           Applicable Mortality Tablemeans, under section 417(e)(3) of the Code, the table described in Rev. Rul.2001-62, or any successor table prescribed by the Commissioner of Internal Revenuein revenue rulings, notices, or other published guidance.

1.6           Beneficiary means the personor persons designated to be the Beneficiary by the Participant in writing tothe Committee.  In the event aParticipant who has a Spouse designates someone other than his or her Spouse asBeneficiary, such designation shall be invalid unless the Spouse consents in awriting which is notarized or witnessed by a Plan representative. If nodesignated Beneficiary survives the Participant, the benefits shall be paid tothe Participant’s estate.

1.7           Code means the InternalRevenue Code of 1986, as amended and including all regulations promulgatedpursuant thereto.

2

----

1.8           Committee means the Benefitand Retirement Plan Committee as from time to time constituted and appointed byVWR to administer the Plan.

1.9           Credited Service means yearsand months of employment during a Period of Service, but shall not include anypart of a Period of Service after a Participant’s Freeze Date.  Credited Service shall also include years andmonths of employment with certain predecessor employers as described inAppendices to this Plan.  Notwithstandingthe foregoing, effective January 30, 2001, for benefit accrual purposes,Credited Service shall not include service as an Expatriate.

1.10         Disabled means a physical ormental condition of a person which qualifies him or her to receive benefitsfrom an Employer’s disability plan designed to benefit totally and permanentlydisabled employees, or which would qualify such person to receive benefits ifhe or she were covered by such disability plan.

1.11         Earnings means an employee’ssalary or wages for the calendar year. Earnings shall include bonuses, commis­sions, overtime, severancepayments, and salary reduction contributions made by an employee to a benefitplan, but shall not include such items as reimbursement of moving expenses, carallowances, club dues, income attributable to life insurance, or any othernonsalary items.  If an employee electsto receive severance payments in a single lump sum in lieu of monthlyinstallments, such payments shall be treated for purposes of this Plan as ifthey had been made in equal monthly installments over the period of timeprovided by the Employer’s severance pay plan. Notwithstanding the foregoing, no Earnings after a Participant’s FreezeDate shall be taken into account for any purpose under the Plan.

With respect to benefits accruing after December 31,1993, but prior to January 1, 2002, Earnings shall not include the amount ofany annual Earnings received by a Participant in excess of $150,000, asadjusted by the Commissioner of Internal Reve­nue for increases in the cost ofliving in accordance with section 401(a)(17)(B) of the Code, as amended by theOmnibus Budget Reconciliation Act of 1993. With respect to benefits accruing after December 31, 2001, Earningsshall not include the amount of any annual Earnings received by a Participantin excess of $200,000, as adjusted for increases in the cost of living inaccordance with section 401(a)(17)(B) of the Code.  The cost-of-living adjustment in effect for acalendar year applies to any period, not exceed­ing twelve months, over whichEarnin­gs are determined (the “deter­mination period”) beginning in suchcalendar year.  To the extent requiredunder section 401(a)(17) of the Code and regulations promulgated thereunder, ifa determination period consists of fewer than twelve months, the limit shall bemulti­plied by a fraction, the numerator of which is the number of months inthe determina­tion period, and the denom­inator of which is twelve.

If Earnings for any prior determination period aretaken into account in determining a Participant’s bene­fits accruing in anyPlan Year beginning after December 31, 1993, but prior to January 1, 2002, theEarnings for such prior determination period are subject to the limit in effectfor such prior determination period.  Forthis purpose, for determination periods beginning before January 1, 1994, theannual limit is $150,000.

3

----

In determining benefit accruals in Plan Yearsbeginning after December 31, 2001, the annual limit for determination periodsbeginning prior to January 1, 2002, shall be $200,000.

1.12         Eligible Employee means anyperson employed by the Employer as a common law employee provided he or she isnot:

(a)           Anemployee covered by a collective bargaining agreement resulting fromnegotiations in which retirement benefits were the subject of good faithbargaining, unless there is an agreement that this Plan shall cover employeeswithin the bargaining unit;

(b)           ATemporary Employee;

(c)           AnExpatriate;

(d)           Anindividual who provides services to the Employer pursuant to an agreementbetween the Employer and a leasing organization (including, but not limited to,a Leased Employee); or

(e)           Anyother individual who is classified by the Employer as an independent contractoror in any other category which is not a common law employee, as reflected inthe official payroll and personnel records of the Employer.  The exclusion set forth in this paragraph (e)shall be based solely on the Employer’s classification, regardless of how suchindividual is classified by any governmental or regulatory authority, or by anycourt.  If the Employer reclassifies anindividual as an employee, such reclassification shall apply prospectively fromthe date of such reclassification (and not retroactively to the date on whichhe or she was found to have first become an employee for any other purpose),unless the Employer specifically provides otherwise.

1.13         Employer means VWR and any affiliateof VWR which adopts the Plan with the approval of VWR.  For purposes of applying to this Plansections 401, 410, 411, and 415 of the Code which relate to qualifiedretirement plans generally, minimum participation and vesting standards, andlimitations on benefits and contributions under qualified retirement plans, allemployees of businesses under common control shall be considered to be employedby a single employer.  In determiningwhether businesses are under common control, the rules of section 414(b), (c),(m), and (o) of the Code shall apply; provided that, for purposes of applyingsection 414(b) and (c) of the Code to the limitations on benefits set forth inSection 8.2, the phrase “more than 50 percent” shall be substituted for thephrase “at least 80 percent” each place it appears in section 1563(a)(1) of theCode.

1.14         Employment Commencement Datemeans the date on which an Eligible Employee first completes an Hour of Servicefor the Employer during the current period of employment.

4

----

1.15         ERISA means the EmployeeRetirement Income Security Act of 1974, as amended.

1.16         Expatriate means any person whotransfers to employment with the Employer from employment with a ForeignAffiliate and who continues to accrue retirement benefits under a plan maintainedby or contributed to by such Foreign Affiliate. A person shall cease to be an Expatriate on the day following the lastday of the period for which he or she accrues a benefit under the planmaintained by or contributed to by the Foreign Affiliate.

1.17         Final Average Monthly Earningsmeans 1/60 of the total Earnings received by the Participant in the fiveconsecutive calendar year period during which such total Earnings are thehighest.  If a Participant who wascredited with Periods of Service and/or Credited Service under Section 6.2 as aDisabled employee received Earnings before and after the Disability period, theDisability period shall be disregarded in computing consecutive calendar yearsso that Earnings received immediately before and after the Disability periodshall be deemed to have been paid in consecutive periods.  If a Participant becomes entitled to abenefit under the Plan before he or she has received Earnings for a period offive consecutive calendar years, such Participant’s Final Average MonthlyEarnings shall be determined by dividing the total Earnings the Participant hasreceived during the full and partial calendar years of his or her employment bythe number of months during which such Earnings were received.  The Final Average Monthly Earnings of aParticipant who has had a Termination shall be determined by taking intoaccount any severance payments to which the Participant is entitled, whether ornot the Participant has yet received such payments.

Notwithstanding the foregoing, on and after aParticipant’s Freeze Date, the Participant’s Final Average Monthly Earningsshall equal his or her Final Average Monthly Earnings determined as of suchFreeze Date.

1.18         Final Average Accrued Benefitmeans a Partici­pant’s Accrued Benefit as determined under Section 4.1(b).

1.19         Foreign Affiliate means MerckKGaA, Darmstadt, Germany (“Merck”), or any entity which is a direct or indirectsubsidiary of Merck and which is not an American employer (as defined insection 3121(h) of the Code).

1.20         Freeze Date means May 31, 2005;provided that in the case of a Grandfathered Participant, “Freeze Date” shallmean May 31, 2008, or, if earlier, the Grandfathered Participant’s date ofTermination.

1.21         Frozen Final Average Accrued Benefitmeans a Participant’s Final Average Accrued Benefit as of December 31,1993, frozen in accordance with Treas. Reg. §1.401(a)(4)-13, multiplied by afraction (not less than one), the numerator of which is the Participant’s FinalAverage Monthly Earnings as of the date of determination, and the denominatorof which is the Partici­pant’s Final Average Monthly Earnings as ofDecember 31, 1993, under the provisions of the Plan in effect on suchdate.

5

----

1.22         Fund means the fund or fundsinto which shall be paid all contributions and from which all benefits shall bepaid under this Plan.  It shall include,without limitation, any annuity contract, trust fund, and/or assets managed byan Investment Manager.

1.23         Funding Agent means the trusteeor insurance company who receives, holds, invests, and disburses the assets ofthe Fund in accordance with the terms and provisions set forth in a trustagreement or an annuity contract.

1.24         Grandfathered Participant meansa Participant who is an Eligible Employee as of June 1, 2005, who has at leasta ten-year Period of Service as of such date, and the sum of whose age andPeriod of Service as of such date (in years and completed months) is at least65.

1.25         Hour of Service means each hourfor which an employee is paid or entitled to payment for the performance ofduties for the Employer.

1.26         Investment Manager means anyfiduciary (other than the Funding Agent) who:

(a)           Has the power to manage, acquire, ordispose of any asset of the Plan;

(b)           Is either:

(i)            Registered as an “investment adviser”under the Investment Advisers Act of 1940; or, if not so registered by reasonof paragraph (1) of section 203A(a) of such Act, is registered as an investmentadviser under the laws of the state referred to in such paragraph (1) in whichit maintains its principal office and place of business; or

(ii)           A bank; or

(iii)          An insurance company qualified underthe laws of more than one state to perform the services described in paragraph(a) above; and

(c)           Hasacknowledged in writing that he or she is a fiduciary with respect to the Plan.

1.27         Leased Employee means any personwho is not an employee of the Employer and who provides services to theEmployer if (i) such services are provided pursuant to an agreement between theEmployer and any other person (a “leasing organization”), (ii) such person hasperformed such services for the Employer (or for the Employer and relatedpersons) on a substantially full-time basis for a period of at least one year,and (iii) such services are performed under the primary direction or control ofthe Employer. Notwithstanding the

6

----

foregoing, if all such leased employees constituteless than 20% of the nonhighly compensated work force (within the meaning ofsection 414(n)(5)(C)(ii) of the Code) of the Employer, the term “LeasedEmployee” shall not include any leased employee covered by a plan maintained bythe employer of the leased employee and described in section 414(n)(5) of theCode.

1.28         Participant means any EligibleEmployee who qualifies for participation under Section 2.  A nonvested Participant shall cease to be aParticipant on the date he or she Terminates. A vested Participant shall cease to be a Participant when his or herbenefit payments are completed.

1.29         PBGC means the Pension BenefitGuaranty Corporation.

1.30         Period of Service means theperiod of time commencing with the Employment Commencement Date and ending onthe Severance From Service Date. Nonsuccessive periods are aggregated to determine the employee’s totalPeriod of Service.  For vesting and eligibilitypurposes, and for purposes of determining whether a Participant is aGrandfathered Participant, an employee’s Period of Service shall also includethe following:

(a)           Periods not in Service due toTemporary Termination; and

(b)           Periods of Service required bysection 414(a)(1) of the Code or under Treasury Regulations issued pursuant tosection 414(a)(2) of the Code, and Service with any employer which is a memberof a controlled group of corporations (within the meaning of section 414(b) ofthe Code) which includes the Employer, with any trade or business under commoncontrol (within the meaning of section 414(c) of the Code) with the Employer,with any employer which is a member of an affiliated service group (within themeaning of section 414(m) of the Code) with the Employer, or with any otheremployer required to be aggregated with the Employer under section 414(o) ofthe Code.  Also, Periods of Service shallinclude service required under section 414(n) of the Code relating to employeesleased to the Employer or to an employer which is aggregated under section414(b), (c), (m), or (o) of the Code.

AParticipant’s Period of Service may include periods after his or her FreezeDate.

1.31         Plan means the “VWRInternational, Inc. Retirement Plan” set forth in this document, as from timeto time amended.

1.32         Plan Administrator means theperson or entity designated in Section 10 to administer the Plan.

1.33         Plan Year means the twelve-monthperiod commencing each January 1 and ending each December 31.

1.34         Qualified Domestic Relations Ordermeans a qualified domestic relations order as defined in section 414(p) of theCode.

7

----

1.35         Section 401(a)(17) Participantmeans a Participant whose Accrued Benefit as of any date on or afterJanuary 1, 1994, is based on Earnings for a Plan Year beginning prior toJanuary 1, 1994, that exceeded $150,000.

1.36         Service means periods for whichan employee is paid or entitled to payment for the performance of duties forthe Employer.

1.37         Severance From Service Datemeans the date on which an employee quits, retires, is discharged, or dies.

1.38         Spouse means the person to whoma Participant is married for purposes of Federal law.

1.39         Temporary Termination means aTermination after which the employee is subsequently rehired and in Servicewithin one year of the Severance From Service Date.

1.40         Temporary Employee means anyindividual who is (i) employed by the Employer for a temporary period orwithout a regular work schedule, and (ii) classified by the Employer astemporary.

1.41         Terminated (or Termination)means no longer in Service or employed as an employee with the Employer becausethe employee has quit, retired, been discharged, or died, or has sustained aone-year period of absence for any other reason.

1.42         VWR means VWR International,Inc., a Delaware corporation.

8

----

SECTION 2

PARTICIPATION

2.1           Eligibilityfor Participation.

No person shall become a Participant under this Planon or after June 1, 2005.  Prior to June1, 2005, an Eligible Employee became a Participant upon completing one year ofCredited Service.

2.2           ReemploymentAfter a Termination.

No person who is rehired on or after June 1, 2005,shall commence or resume participation in the Plan.  Prior to June 1, 2005, a Terminated formerParticipant who was reemployed as an Eligible Employee became a Participantimmediately upon such reemployment.

2.3           SpecialRules for Certain Participants.

Special rules relating to vesting and benefitcomputation apply to certain Participants. The special rules are set out in appendices to this Plan as follows:

(a)           Former Van Waters & Rogers ProfitSharing Plan Participants, Appendix A.

(b)           Former Participants of Union Plans,Appendix B.

(c)           Employees Transferred in Spinoff fromUnivar Corporation, Appendix C.

(d)           Former Employees of AcquiredCompanies, Appendix D.

(e)           Transfer of Employees between VWRScientific Products Corporation and Momentum Distribution Inc. prior to April1, 1992, Appendix E.

(f)            Former Employees of BaxterInternational, Inc., Appendix F.

(g)           Former Participants in Science Kit,Inc. Retirement Plan, Appendix G.

(h)           Former Participants in Ward’s NaturalScience Establishment, Inc. Retirement Plan, Appendix H.

(i)            Former Employees of Merck andSubsidiaries, Appendix I.

 

9

----

 

SECTION 3RETIREMENT DATES

3.1           RegularRetirement Date.

The Regular Retirement Date for a Participant shall bethe first day of the month on which the Participant is eligible to receive hisor her full Social Security benefit. Under the Social Security Act, the date on which a Participant iseligible to receive full Social Security benefits is determined in accordancewith the following table:
| **Participant was  If born in** | ** ** | **If Participant will  be age 62 in** | ** ** | **Participant’s Age  for full benefits is** |
|------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------------------------------------------------|
|                                           |       |                                                           |       |                                                                 |
| 1937 or earlier                                |       | 1999 or earlier                                                |       | 65 yrs                                                               |
| 1938                                           |       | 2000                                                           |       | 65 yrs, 2 mos                                                        |
| 1939                                           |       | 2001                                                           |       | 65 yrs, 4 mos                                                        |
| 1940                                           |       | 2002                                                           |       | 65 yrs, 6 mos                                                        |
| 1941                                           |       | 2003                                                           |       | 65 yrs, 8 mos                                                        |
| 1942                                           |       | 2004                                                           |       | 65 yrs, 10 mos                                                       |
| 1943-1954                                      |       | 2005-2016                                                      |       | 66 yrs                                                               |
| 1955                                           |       | 2017                                                           |       | 66 yrs, 2 mos                                                        |
| 1956                                           |       | 2018                                                           |       | 66 yrs, 4 mos                                                        |
| 1957                                           |       | 2019                                                           |       | 66 yrs, 6 mos                                                        |
| 1958                                           |       | 2020                                                           |       | 66 yrs, 8 mos                                                        |
| 1959                                           |       | 2021                                                           |       | 66 yrs, 10 mos                                                       |
| 1960 or later                                  |       | 2022 or later                                                  |       | 67 yrs                                                               |

 

A Participant who Terminates prior to his or her Regular RetirementDate with a vested Accrued Benefit shall commence receiving his or her benefitat Regular Retirement Date, unless such Participant qualifies for and elects toreceive benefits at Early Retirement Date.

If a Participant continues working after the RegularRetirement Date specified above, but works less than eight days during acalendar month, or during a four- or five-week payroll period ending in acalendar month, such Participant shall be considered retired and shall receivebenefit payments.  If a Participantperforms only one Hour of Service in a day, that day shall be counted as one ofthe eight days.

3.2           EarlyRetirement Date.

Each Participantwho attains age 55 and completes a 15-year Period of Service may elect, inwriting, an Early Retirement Date.  SuchEarly Retirement Date shall be before the Regular Retirement Date and afterTermination on the first day of any month coinciding with or following the datethe early retirement requirements are met.

10

----

 

3.3           Deferred Retirement Date.

The DeferredRetirement Date for a Participant who continues working after the RegularRetirement Date shall be the earliest of:

(a)           Thefirst day of the month coinciding with or next following his or her Terminationdate;

(b)           Thedate distributions to the Participant are required to commence under Section3.4; or

(c)           Ifthe Participant so elects, April 1 of the calendar year following the year inwhich the Participant reaches age 70-1/2.

3.4           RequirementsConcerning Distributions.

(a)           General Rules.

(i)            Precedence.  The requirements of this Section 3.4 shalltake precedence over any inconsistent provisions of the Plan.  However, except as otherwise specificallyprovided herein, this Section 3.4 shall not give any Participant or Beneficiarythe right to receive a benefit at any time or in any form not otherwiseavailable under the Plan.

(ii)           Requirementsof Treasury Regulations Incorporated. All distributions required under this Section 3.4 shall be determinedand made in accordance with the Treasury regulations under section 401(a)(9) ofthe Code.

(iii)          TEFRASection 242(b)(2) Elections.  Notwithstandingthe other provisions of this Section 3.4, other than subparagraph (ii) above,distributions may be made under a designation made before January 1, 1984, inaccordance with section 242(b)(2) of the Tax Equity and Fiscal ResponsibilityAct (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) ofTEFRA.

(b)           Time and Manner of Distribution.

(i)            RequiredBeginning Date.  The Participant’sentire interest shall be distributed, or begin to be distributed, to theParticipant no later than the Participant’s Required Beginning Date.

(ii)           Deathof Participant before Distributions Begin. If the Participant dies before distributions begin, the Participant’sentire interest shall be distributed, or begin to be distributed, no later thanas follows:

11

----

 

(A)          Ifthe Participant’s surviving Spouse is the Participant’s sole DesignatedBeneficiary, then distributions to the surviving Spouse shall begin by December31 of the calendar year immediately following the calendar year in which theParticipant died, or by December 31 of the calendar year in which theParticipant would have attained age 70-1/2, if later.

(B)           Ifthe Participant’s surviving Spouse is not the Participant’s sole DesignatedBeneficiary, distributions to the Designated Beneficiary shall begin byDecember 31 of the calendar year immediately following the calendar year inwhich the Participant died.

(C)           Ifthere is no Designated Beneficiary as of September 30 of the year following theyear of the Participant’s death, the Participant’s entire interest shall bedistributed by December 31 of the calendar year containing the fifthanniversary of the Participant’s death.

(D)          Ifthe Participant’s surviving Spouse is the Participant’s sole DesignatedBeneficiary and the surviving Spouse dies after the Participant but beforedistributions to the surviving Spouse begin, this subparagraph (ii), other thansubparagraph (ii)(A) above, shall apply as if the surviving Spouse were theParticipant.

For purposes of this subparagraph (ii) and paragraph (e) below,distributions are considered to begin on the Participant’s Required BeginningDate (or, if subparagraph (ii)(D) applies, the date distributions are requiredto begin to the surviving Spouse under subparagraph (ii)(A)).  If annuity payments irrevocably commence tothe Participant before the Participant’s Required Beginning Date (or to theParticipant’s surviving Spouse before the date distributions are required tobegin to the surviving Spouse under subparagraph (ii)(A)), the datedistributions are considered to begin is the date distributions actuallycommence.

(iii)          Formof Distribution.  Unless theParticipant’s interest is distributed in the form of an annuity purchased froman insurance company or in a single sum on or before the Required BeginningDate, as of the first Distribution Calendar Year, distributions shall be madein accordance with paragraphs (c), (d), (e), and (f) below.  If the Participant’s interest is distributedin the form of an annuity purchased from an insurance company, distributionsthereunder shall be made in accordance with the requirements of section401(a)(9) of the Code and the Treasury regulations thereunder.  Any part of the Participant’s interest whichis in the form of an individual account described in section 414(k) of the Codeshall be distributed in a manner satisfying the requirements of section401(a)(9) of the Code and the Treasury regulations that apply to individualaccounts.

12

----

 

(c)           Determination of Amount To BeDistributed Each Year.

(i)            GeneralAnnuity Requirements.  If theParticipant’s interest is paid in the form of annuity distributions under thePlan, payments under the annuity shall satisfy the following requirements:

(A)          Theannuity distributions shall be paid in periodic payments made at intervals notlonger than one year;

(B)           Thedistribution period shall be over a life (or lives) or over a period certainnot longer than the period described in paragraph (d) or (e) below;

(C)           Oncepayments have begun over a period certain, the period certain shall not bechanged, even if the period certain is shorter than the maximum permitted;

(D)          Paymentsshall either be nonincreasing or increase only as follows:

(1)           Withan annual percentage increase that does not exceed the annual percentageincrease in an eligible cost-of-living index (within the meaning of Treas. Reg.§1.401(a)(9)-6, Q&A-14) for a twelve-month period ending in the year duringwhich the increase occurs or the prior year;

(2)           Witha percentage increase that occurs at specified times (e.g., at specified ages)and does not exceed the cumulative total of annual percentage increases in aneligible cost-of-living index since the Annuity Starting Date or, if later, thedate of the most recent percentage increase (provided that no actuarialincrease shall be provided to reflect the fact that increases were not providedin interim years);

(3)           Tothe extent of the reduction in the amount of the Participant’s payments toprovide for a survivor benefit upon death, but only if the beneficiary whoselife was being used to determine the distribution period described in paragraph(d) below dies or is no longer the Participant’s Beneficiary pursuant to aQualified Domestic Relations Order;

(4)           Topay increased benefits that result from a Plan amendment;

13

----

 

(5)           Toallow a Beneficiary to convert the survivor portion of a joint and survivorannuity into a single-sum distribution upon the Participant’s death; or

(6)           Tothe extent increases are permitted in accordance with Treas. Reg.§1.401(a)(9)-6, Q&A-14(c) or (d).

(ii)           AmountRequired To Be Distributed by Required Beginning Date.  The amount that must be distributed on orbefore the Participant’s Required Beginning Date (or, if the Participant diesbefore distributions begin, the date distributions are required to begin underparagraph (b)(ii)(A) or (B) above) is the payment that is required for onepayment interval.  The second paymentneed not be made until the end of the next payment interval, even if thatpayment interval ends in the next calendar year.  Payment intervals are the periods for whichpayments are received, e.g., bimonthly, monthly, semiannually, orannually.  All of the Participant’sbenefit accruals as of the last day of the first Distribution Calendar Yearshall be included in the calculation of the amount of the annuity payments forpayment intervals ending on or after the Participant’s Required Beginning Date.

(iii)          AdditionalAccruals after First Distribution Calendar Year.  Any additional benefits accruing to theParticipant in a calendar year after the first Distribution Calendar Year shallbe distributed beginning with the first payment interval ending in the calendaryear immediately following the calendar year in which such amount accrues.

(d)           Requirementsfor Annuity Distributions that Commence During Participant’s Lifetime.

(i)            JointLife Annuities Where the Beneficiary Is Not the Participant’s Spouse.  If the Participant’s interest is beingdistributed in the form of a joint and survivor annuity for the joint lives ofthe Participant and a non-Spouse Beneficiary, annuity payments to be made on orafter the Participant’s Required Beginning Date to the Designated Beneficiaryafter the Participant’s death must not at any time exceed the applicablepercentage of the annuity payment for such period that would have been payableto the Participant using the table set forth in Treas. Reg. §1.401(a)(9)-6,Q&A-2.  If the form of distributioncombines a joint and survivor annuity for the joint lives of the participantand a non-Spouse beneficiary and a period certain annuity, the requirement inthe preceding sentence shall apply to annuity payments to be made to theDesignated Beneficiary after the expiration of the period certain.

(ii)           PeriodCertain Annuities.  Unless theParticipant’s Spouse is the sole Designated Beneficiary and the form ofdistribution is a period certain and no life annuity, the period certain for anannuity distribution commencing 

14

----

during the Participant’s lifetime may not exceed the applicabledistribution period for the Participant under the Uniform Lifetime Table setforth in Treas. Reg. §1.401(a)(9)-9 for the calendar year that contains theAnnuity Starting Date.  If the AnnuityStarting Date precedes the year in which the Participant reaches age 70, theapplicable distribution period for the Participant is the distribution periodfor age 70 under the Uniform Lifetime Table set forth in Treas. Reg.§1.401(a)(9)-9 plus the excess of 70 over the age of the Participant as of theParticipant’s birthday in the year that contains the Annuity StartingDate.  If the Participant’s Spouse is theParticipant’s sole Designated Beneficiary and the form of distribution is aperiod certain and no life annuity, the period certain may not exceed thelonger of the Participant’s applicable distribution period, as determined underthis subparagraph (ii), or the joint life and last survivor expectancy of theParticipant and the Participant’s Spouse as determined under the Joint and LastSurvivor Table set forth in Treas. Reg. §1.401(a)(9)-9, using the Participant’sand Spouse’s attained ages as of the Participant’s and Spouse’s birthdays inthe calendar year that contains the Annuity Starting Date.

(e)           Requirements for MinimumDistributions Where Participant Dies before Date Distributions Begin.

(i)            ParticipantSurvived by Designated Beneficiary. If the Participant dies before the date distribution of his or herinterest begins and there is a Designated Beneficiary, the Participant’s entireinterest shall be distributed, beginning no later than the time described inparagraph (b)(ii)(A) or (B) above, over the life of the Designated Beneficiaryor over a period certain not exceeding:

(A)          Unlessthe Annuity Starting Date is before the first Distribution Calendar Year, theLife Expectancy of the Designated Beneficiary determined using the Beneficiary’sage as of the Beneficiary’s birthday in the calendar year immediately followingthe calendar year of the Participant’s death; or

(B)           Ifthe Annuity Starting Date is before the first Distribution Calendar Year, theLife Expectancy of the Designated Beneficiary determined using the Beneficiary’sage as of the Beneficiary’s birthday in the calendar year that contains theAnnuity Starting Date.

(ii)           NoDesignated Beneficiary.  If theParticipant dies before the date distributions begin and there is no DesignatedBeneficiary as of September 30 of the year following the year of theParticipant’s death, distribution of the Participant’s entire interest shall becompleted by December 31 of the calendar year containing the fifth anniversaryof the Participant’s death.

(iii)          Deathof Surviving Spouse before Distributions to Surviving Spouse Begin.  If the Participant dies before the datedistribution of his 

15

----

or her interest begins, the Participant’s surviving Spouse is the Participant’ssole Designated Beneficiary, and the surviving Spouse dies before distributionsto the surviving Spouse begin, this paragraph (e) shall apply as if thesurviving Spouse were the Participant, except that the time by whichdistributions must begin shall be determined without regard to paragraph(b)(ii)(A) above.

(f)            Changesin Annuity Payment Period.  If astream of annuity payments otherwise satisfies this Section 3.4, the annuitypayment period may be changed, and the annuity payments may be modified inassociation with that change, provided that the following requirements aresatisfied:

(i)            Oneof the following applies:

(A)          Thechange occurs at the time that the Participant retires or in connection with aPlan termination;

(B)           Theannuity payments prior to change are annuity payments paid over a periodcertain without life contingencies; or

(C)           Theannuity payments after the change are paid under a qualified joint and survivorannuity over the joint lives of the Participant and a Designated Beneficiary,the Participant’s Spouse is the sole Designated Beneficiary, and the changeoccurs in connection with the Participant’s marriage to such Spouse;

(ii)           Thefuture payments under the modified stream satisfy the requirements of thisSection 3.4 (determined by treating the date of the change as a new AnnuityStarting Date and the actuarial equivalent present value of the remainingpayments prior to the change as the entire interest of the Participant);

(iii)          Forpurposes of sections 415 and 417 of the Code, the date of the change is treatedas a new Annuity Starting Date;

(iv)          Aftertaking into account the change, the annuity stream satisfies section 415 of theCode (determined at the original Annuity Starting Date, using the interestrates and mortality tables applicable at such date); and

(v)           Theend point of the period certain, if any, for any modified payment is not laterthan the end point that was available under this Section 3.4 at the originalAnnuity Starting Date.

(g)           Definitions.  For purposes of this Section 3.4, thefollowing definitions shall apply:

16

----

 

(i)            “DesignatedBeneficiary” shall mean the individual who is designated as the Beneficiaryunder Section 1.6 and is the “designated beneficiary” under section 401(a)(9)of the Code and Treas. Reg. §1.401(a)(9)-1, Q&A-4.

(ii)           “DistributionCalendar Year” shall mean a calendar year for which a minimum distributionis required.  For distributions beginningbefore the Participant’s death, the first Distribution Calendar Year is thecalendar year immediately preceding the calendar year which contains theParticipant’s Required Beginning Date. For distributions beginning after the Participant’s death, the firstDistribution Calendar Year is the calendar year in which distributions arerequired to begin pursuant to paragraph (b)(ii) above.

(iii)          “LifeExpectancy” shall mean life expectancy as computed by the use of the SingleLife Table in Treas. Reg. §1.401(a)(9)-9.

(iv)          “RequiredBeginning Date” shall mean:

(A)          Inthe case of a Participant who reached age 70-1/2 prior to January 1, 1999, orwho is a 5% owner (within the meaning of section 401(a)(9)(C)(ii) of the Code),April 1 of the calendar year following the year in which the Participantreaches age 70-1/2; and

(B)           Inthe case of a Participant who is not a 5% owner and who reaches age 70-1/2 onor after January 1, 1999, April 1 of the calendar year following the later ofthe year in which the Participant retires or the year in which the Participantreaches age 70-1/2.

3.5           RetirementDate.

TheRetirement Date for a Participant shall be the date specified in Section 3.1,3.2, or 3.3.  The Retirement Date is theAnnuity Starting Date.

17

----

 

SECTION 4

RETIREMENTBENEFITS

4.1           Accrued Benefit.

The Accrued Benefit, in the form of a monthly benefitpayable as a single life annuity, for any Participant shall equal the greatestof:

(a)           $20multiplied by his or her Credited Service;

(b)           TheParticipant’s Credited Service, up to a maximum of 33 years, multiplied by:

(i)            1% of Final Average MonthlyEarnings; plus

(ii)           3/4 of 1% of Final Average MonthlyEarnings in excess of the integration level. For the purposes of this Section 4.1, the integration level is 1/36 ofthe Social Security maximum taxable wage base, as defined under Section 230 ofthe Social Security Act, in the year as of which the Accrued Benefit isdetermined (which shall be not later than the Participant’s date of Terminationor, if earlier, the Participant’s Freeze Date), provided that the 1/36 SocialSecurity maximum taxable wage base shall not exceed 1/12 of coveredcompensation as defined under section 401(l) of the Code and regulationsthereunder; or

(c)           The greatest early retirement benefitthe Participant would have been entitled to receive under Section 4.3 if he orshe had retired and commenced receiving a reduced monthly pension at any timebefore his or her Regular Retirement Date.

Notwithstanding the foregoing, a Participant’s AccruedBenefit shall not be less than his or her Accrued Benefit would have been onFebruary 28, 1989, if the Accrued Benefit had been calculated on that dateusing the benefit formula in effect on December 31, 1988.

The Final Average Accrued Benefit of a Section401(a)(17) Participant who is eligible to receive retirement income under thePlan shall be a monthly income equal to the greater of (1) or (2) below, where:

(1)                                           Isthe sum of (A) and (B) below,

(A)                           TheParticipant’s Frozen Final Average Accrued Benefit; plus

(B)                             TheParticipant’s Final Average Accrued Bene­fit determined under paragraph (b)above, based upon the Participant’s Final Average 

18

----

Monthly Earningsand Credited Service as of the date of determination, but disregarding CreditedService prior to January 1, 1994 (except for purposes of the 33-year limitunder paragraph (b) above);

and

(2)                                     Isthe Participant’s Final Average Accrued Benefit determined under paragraph (b)above, counting all Cred­ited Service, up to a maximum of 33 years, and usingthe maximum compensation limits in effect under section 401(a)(17) of the Codeon and after January 1, 1994, in determining a Participant’s Final AverageMonthly Earnings.

It is intended that the foregoing provisions complywith the requirements of Treas. Reg. §1.401(a)(4)-13 and §1.401(a)(17)-1regarding the fresh-start with extended wear-away of Section 401(a)(17) Participants.

4.2           RegularRetirement Benefit.

A Participant’smonthly Regular Retirement Benefit shall equal his or her vested AccruedBenefit as of the date of Termination (or the Participant’s Freeze Date, ifearlier) Actuarially adjusted for form of payment and any prior distributions.

4.3           EarlyRetirement Benefit.

A Participant’sEarly Retirement Benefit shall equal his or her vested Accrued Benefit as ofthe date of Termination (or the Participant’s Freeze Date, if earlier), reducedas specified below for each year that the Early Retirement Date precedes theRegular Retirement Date, and then Actuarially adjusted for form of payment andany prior distributions.  The reducedbenefit shall be determined using the general reduction factor from thefollowing table, except that the amount determined under Section 4.1(b)(ii)shall be reduced using the special reduction factor indicated:

19

----

 
| **Number of years**  | ** ** | **General**   | ** ** | **Section 4.1(b)(ii)** | ** ** |
|--------------------------------|------------|---------------|------------|-----------------------------|------------|
| **Prior to Regular** | ** ** | **Reduction** | ** ** | **Reduction**               | ** ** |
| **Retirement Date**       | ** ** | **Factor**    | ** ** | **Factor**                  | ** ** |
|                           |       |          |       |                        |       |
| 0                              |       | 100.0000      | %          | 100.0000                    | %          |
| 1                              |       | 98.0000       |       | 93.3333                     |       |
| 2                              |       | 96.0000       |       | 86.6667                     |       |
| 3                              |       | 94.0000       |       | 80.0000                     |       |
| 4                              |       | 90.0000       |       | 74.0000                     |       |
| 5                              |       | 86.0000       |       | 68.0000                     |       |
| 6                              |       | 80.0000       |       | 62.0000                     |       |
| 7                              |       | 74.0000       |       | 56.0000                     |       |
| 8                              |       | 68.0000       |       | 50.0000                     |       |
| 9                              |       | 62.0000       |       | 44.0000                     |       |
| 10                             |       | 56.0000       |       | 38.0000                     |       |
| 11                             |       | 50.0000       |       | 32.0000                     |       |
| 12                             |       | 44.0000       |       | 26.0000                     |       |

 

If the Participant’s number of years prior to Regular Retirement Dateincludes partial years, the percentages to be applied to the two benefitfactors shall be interpolated from the above table.

4.4           DeferredRetirement Benefit.

A Participant’sDeferred Retirement Benefit shall equal his or her vested Accrued Benefit as ofhis or her Deferred Retirement Date (or the Participant’s Freeze Date, ifearlier), Actuarially adjusted for form of payment and any prior distributions,and, to the extent required under section 401(a)(9) of the Code, to reflectcommencement after age 70-1/2. Additional benefit accruals after a Participant’s Regular RetirementDate shall be offset by any adjustment attributable to the delay in distributionof benefits after age 70-1/2, as permitted under section 411(b)(1)(H)(iii)(II)of the Code.  There shall be no Actuarialadjustment to reflect the deferred commencement of benefits prior to age70-1/2.  If a Participant beginsreceiving benefits prior to his or her date of Termination, additional benefitaccruals for a calendar year shall be reduced (but not below zero) by theActuarial Equivalent of the benefit payments made to the Participant duringthat calendar year, as permitted by section 411(b)(1)(H)(iii)(I) of the Codeand regulations thereunder.  CreditedService and Earnings beyond the Regular Retirement Date shall be taken intoconsideration, subject to the 33-year limit in Section 4.1.  In no event shall the benefit provided underthis paragraph be less than the retirement benefit to which the Participantwould have been entitled if he or she had actually retired on the RegularRetirement Date.

4.5           ReemploymentAfter Retirement.

Upon reemploymenton or after June 1, 2005, a Participant shall continue to receive retirementbenefits, but shall not resume accruing benefits under the Plan.  A Participant who was rehired prior to June1, 2005, may continue accruing benefits until his or her Freeze Date.  Benefits shall be adjusted to reflect additionalaccruals to the extent required by ERISA 

20

----

and the Code.  At the Participant’s subsequent retirement,benefits payable shall be based on his or her total Credited Service andEarnings at the time of subsequent retirement (or the Participant’s FreezeDate, if earlier), and shall be reduced by the Actuarial Equivalent value ofbenefits previously received by the Participant, except as otherwise providedin Section 5.6.  In no event shall thebenefit provided upon subsequent retirement be less than the initial retirementbenefit.

4.6           Suspensionof Payments.  Except as otherwiseprovided in Section 3.3, Section 4.4, and Section 4.5, no pension paymentsshall be made for any period in which a Participant is in “SubstantialEmployment.”  A Participant is inSubstantial Employment if the Participant has remained in or returned toemployment with the Employer during any calendar month subsequent to the datethe Participant reaches age 65 and works at least eight days in such calendarmonth (or during a four- or five-week payroll period ending in such calendarmonth).  For this purpose, a Participantshall be treated as working on any day during which he or she performs at leastone Hour of Service.  If all or a portionof a Participant’s pension payments are suspended for any period after he orshe reaches age 65, the Committee shall notify the Participant, by personaldelivery or first class mail, during the first calendar month commencing on orafter the date the Participant reaches age 65 in which the Plan withholdspayments, that his or her benefits are suspended, in accordance with therequirements set forth in 29 C.F.R. §2530.203-3(b)(4).

AParticipant’s pension payments shall commence, subject to offset as provided by29 C.F.R. §2530.203-3(b)(2) and (3), no later than the first day of the thirdcalendar month after the calendar month in which the Participant ceases to bein Substantial Employment.  The pensionpayable when the Participant ceases to be in Substantial Employment shall bedetermined in accordance with Section 4.4 or 4.5, whichever is applicable atsuch time, and shall be based on his or her total Credited Service (to amaximum of 33 years).

EveryParticipant must notify the Committee of any employment with the Employersubsequent to the time his or her pension payments from the Plan commence.  A Participant may request that the Committeerender a determination pursuant to Section 10.5 as to whether specificcontemplated employment would constitute Substantial Employment.

4.7           Benefitsfor Former Participants.

Except asotherwise specifically provided in the Plan, eligibility for benefits and theamount of such benefits for a former Participant who retired or otherwiseseparated from service with the Employer before June 1, 2005, shall be based uponthe provisions of the Plan in effect on the Participant’s date ofTermination.  An employee who Terminatesprior to becoming a Participant in this Plan may be eligible for benefits undera predecessor employer plan but is not eligible for benefits under thisPlan.  However, if a TerminatedParticipant has had an hour of service on or after January 1, 1976, and isliving on August 23, 1984, a Spouse’s death benefit may be payable underSection 6.1(c) if the requirements of that section are met.

 

21

----

SECTION 5FORMS OF PAYMENT

5.1           Formsof Payment.

A retiring Participant may elect any one of theoptions described below at any time during the 90-day period ending on theAnnuity Starting Date.

(a)           WholeLife Annuity

A Whole LifeAnnuity shall be payable monthly from the Annuity Starting Date to the first ofthe month preceding death.  The amount ofthe monthly benefit shall equal the monthly Regular Retirement Benefit,adjusted for Early or Deferred Retirement if applicable.

(b)           Jointand Survivor Annuity

A reduced Jointand Survivor Annuity shall be payable monthly to a retired Participant from theAnnuity Starting Date to the first of the month preceding death.  Following the Participant’s death, a benefit,equal to 50% or 100% of the reduced amount payable to the retired Participant,shall be payable for life to the Participant’s Spouse, if living at the time ofthe Participant’s death.  A Participantmay elect which percentage shall be payable to the Spouse.

If the Spouse diesafter the Participant’s Annuity Starting Date, the Participant’s payments shallbe in the same reduced amount as is otherwise payable under the Joint andSurvivor Annuity.  If the Spouse diesprior to the Participant’s Annuity Starting Date, any election of a form ofbenefit under this paragraph (b) shall be automatically canceled.  If the Participant dies prior to the AnnuityStarting Date, the Spouse shall not be entitled to receive any payments underthis Section 5.1.

The 50% Joint andSurvivor Annuity shall be equal to 90% of the Participant’s retirement benefitpayable in the form of a Whole Life Annuity.

The 100% Joint andSurvivor Annuity shall be equal to 80% of the Participant’s retirement benefitpayable in the form of a Whole Life Annuity.

(c)           PeriodCertain and Life Annuity

A reduced Period Certain and Life Annuity shall bepayable monthly from the Annuity Starting Date to the first of the monthpreceding death, but in no event shall less than a certain number of monthlypayments be made.  A Participant mayelect the period certain and number of monthly payments under the tablebelow.  If the Participant

22

----

dies before receiving the applicable number of monthly payments, theremaining payments shall continue to be made to his or her designatedBeneficiary.  If both the Participant andthe Beneficiary die before receiving the applicable number of monthly payments,the remaining payments shall be made to the estate of the last to die of theParticipant and the Beneficiary.  Thetotal value of the Period Certain and Life Annuity shall be equal to theportion of the Participant’s retirement benefit payable in the form of a WholeLife Annuity, specified in the table below:

|                      | ** ** | **Number of**        | ** ** | **Total Benefit**    |
|----------------------|------------|----------------------|------------|----------------------|
| **Period of  Years** | ** ** | **Monthly Payments** | ** ** | **Reduction Factor** |
| 5                    |       | 60                   |       | .98                  |
| 10                   |       | 120                  |       | .92                  |
| 15                   |       | 180                  |       | .85                  |
| 20                   |       | 240                  |       | .75                  |

 

If any benefit is payableto the Participant’s or Beneficiary’s estate under this paragraph (c), suchbenefit shall be payable in a single sum amount.  The single sum amount shall be the presentvalue of the benefit under this paragraph (c), determined by using theApplicable Interest Rate.

5.2           AutomaticForm of Benefit.

Unless aParticipant elects otherwise, Benefits shall be paid as provided below:

(a)           MarriedParticipants

Any Participant who has a Spouse on his or her AnnuityStarting Date shall automatically be deemed to have elected the 50% (or, if theParticipant so elects in writing during the election period described inSection 5.1, 100%) Joint and Survivor Annuity, effective as of such date, with suchSpouse as the joint annuitant.

A Participant mayreject the Joint and Survivor Annuity by filing a written notice with theCommittee prior to the Annuity Starting Date. Such notice must be signed by the Participant’s Spouse, and the Spouse’ssignature must be notarized or witnessed by a Plan representative.  In the event the Joint and Survivor Annuityis rejected, benefits shall be paid in the form of a Whole Life Annuity, unlessanother option is elected.  The electionof an optional benefit or the designation of a Beneficiary other than theSpouse may not be changed without spousal consent or the spousal consent mustpermit designations by the Participant without further consent by the Spouse.

A Participant mayfile a rejection notice or revoke any such notice at any time during theelection period described in Section 5.1.

23

----

(b)           OtherParticipants

Any other Participant shall receive his or herretirement benefits in the form of a Whole Life Annuity, unless another optionis elected.

5.3           Limitationon Joint Annuitant.

A Participant maynot elect a joint annuitant other than his or her Spouse.

5.4           Explanationof Forms of Payment.

The Committeeshall furnish each Participant with a written explanation of the terms andconditions of the forms of payment, and of his or her right to defercommencement of benefit payments until his or her Regular Retirement Date, ifapplicable, not more than 90 days and not less than 30 days prior to theAnnuity Starting Date; provided, however, that distributions of a Participant’sbenefit may commence less than 30 days after such explanation is given to theParticipant if:

(a)           TheCommittee clearly informs the Participant that he or she has a right to aperiod of at least 30 days after receiving such explanation to consider whetherto waive the automatic form of payment described in Section 5.2 and, ifapplicable, to consider whether to commence receipt of his or her benefitbefore his or her Regular Retirement Date;

(b)           Afterreceiving the explanation, the Participant affirmatively elects a form ofdistribution (with spousal consent, if required under Section 5.2), and theParticipant affirmatively elects to commence receiving his or her benefit (ifdistribution is to commence prior to his or her Regular Retirement Date);

(c)           TheParticipant is permitted to revoke his or her affirmative election at leastuntil his or her Annuity Starting Date or, if later, at any time prior to theexpiration of the seven-day period that begins the day after the explanation isprovided to the Participant;

(d)           TheParticipant’s Annuity Starting Date is after the date the explanation isprovided to the Participant, except as otherwise permitted under section417(a)(7) of the Code and Treasury regulations issued thereunder; and

(e)           Distributionin accordance with the Participant’s affirmative election does not commencebefore the expiration of the seven-day period that begins on the day after theexplanation is provided to the Participant.

24

----

5.5           RetroactiveAnnuity Starting Dates.

Notwithstandingthe requirements of Sections 5.1 and 5.4, a Participant may elect an AnnuityStarting Date which is on or before the date the explanation described inSection 5.4 is provided to the Participant (a “retroactive Annuity StartingDate”), provided that:

(a)           Therequirements of Treas. Reg. §1.417(e)-1(b)(3)(iv) and (v) or any successorthereto are satisfied; and

(b)           Theretroactive Annuity Starting Date is the later of (i) the Participant’s RegularRetirement Date, or (ii) the first date of the month on or after the date ofthe Participant’s termination of employment.

NotwithstandingSection 5.2, if the Participant’s Spouse as of a retroactive Annuity StartingDate is not the Participant’s Spouse as of the date distributions actuallycommence, that former Spouse is not required to consent to the Participant’swaiver of the Joint and Survivor Annuity, unless otherwise provided under aQualified Domestic Relations Order. (However, the consent of the Participant’s Spouse as of the actualcommencement date may be required under Treas. Reg. §1.417(e)-1(b)(3)(v), evenif the benefit is payable in the form of a Joint and Survivor Annuity.)

If a retroactiveAnnuity Starting Date is elected under this Section 5.5, then the datedistributions actually commence shall be substituted for the Annuity StartingDate for purposes of the timing requirements of Sections 5.1, 5.2, and 5.4 forthe Participant’s waiver notice and election of an optional form of payment andthe provision of the explanation to the Participant.

5.6           SmallBenefits and Repayment of Benefit.

In cases where thepresent value of a vested or payable benefit of a Terminating Participant isnot greater than $1,000, the benefit shall be paid in a lump-sum distributionas soon as practicable after Termination. For purposes of this paragraph, the present value shall be based uponthe Applicable Interest Rate and the Applicable Mortality Table.  A Participant who has no vested benefit atthe time of his or her Termination shall be deemed to receive a distribution inthe amount of $0 under this Section 5.6 as of the date of such Termination.

In the event aParticipant receives a lump-sum distribution at any time after Termination andlater resumes participation after returning to work, he or she may repay suchbenefit with 5% interest to the Plan within two years of resumingemployment.  The Accrued Benefit of aParticipant who makes such repayment shall be determined as if no priordistribution occurred.  If a Participantwho receives a deemed $0 distribution later returns to work, he or she shall bedeemed to have repaid such distribution to the Plan.

25

----

5.7           DirectRollovers.

(a)           Direct Rollovers.  Notwithstand­ing any provisions of the Planto the contrary that would otherwise limit a distributee’s election under thisSection 5.7, a distributee may elect, at the time and in the manner prescribedby the Committee, to have any portion of an eligible rollover distribution paiddirectly to an eligible retirement plan specified by the distributee in adirect rollover.

(b)           Definitions.

(i)            Eligiblerollover distribution:  An eligiblerollover distribution is any distribution of all or any portion of the balanceto the credit of the distributee, except that an eligible rollover distributiondoes not include:  any distribution thatis one of a series of substantially equal periodic payments (not lessfrequently than annually) made for the life (or life expectancy) of thedistributee or the joint lives (or joint life expectancies) of the distributeeand the distributee’s designated Beneficiary, or for a specified period of tenyears or more; any distribution to the extent such distribution is requiredunder section 401(a)(9) of the Code; and the portion of any distribution thatis not includible in gross income (determined without regard to the exclusionfor net unrealized appreciation with respect to employer securities).

(ii)           Eligibleretirement plan:  An eligibleretirement plan is any of the following that accepts the distributee’s eligiblerollover distribution:  an individualretirement plan; an annuity plan described in section 403(a) of the Code; aqualified trust described in section 401(a) of the Code; an annuity contractdescribed in section 403(b) of the Code; and an eligible plan under section457(b) of the Code which is maintained by a state, a political subdivision of astate, or any agency or instrumentality of a state or political subdivision ofa state which agrees to account separately for amounts transferred into suchplan from this Plan.

(iii)          Distributee:  A distributee includes an employee or formeremployee.  In addition, the employee’s orformer employee’s surviving Spouse and the employee’s or former employee’sSpouse or former Spouse who is the alternate payee under a Qualified DomesticRelations Order are distributees with regard to the interest of the Spouse orformer Spouse.

(iv)          Directrollover:  A direct rollover is apayment by the Plan to the eligible retirement plan specified by thedistributee.

(v)           Individualretirement plan:  An individualretirement plan is an individual retirement account described in section 408(a)of the Code or an individual retirement annuity described in section 408(b) ofthe Code.

26

----

SECTION 6DEATH AND DISABILITY BENEFITS

6.1           Spouse’sDeath Benefit.

In the event a vested Participant dies before his orher Annuity Starting Date, his or her Spouse shall receive a pre-retirementdeath benefit.  The amount of the Spouse’sbenefit and time of commencement is described below.  The Spouse of a nonvested Participant, or ofa Participant who dies on or after his or her Annuity Starting Date, is notentitled to this death benefit.

(a)           DeathAfter Earliest Retirement Date

If the Participantdies before his or her Annuity Starting Date and after his or her EarliestRetirement Date, the Spouse’s benefit shall be paid monthly from the first ofthe month coinciding with or following the Participant’s death through thefirst of the month preceding the Spouse’s death.  For purposes of this Section 6.1, aParticipant’s “Earliest Retirement Date” means the earliest date on which he orshe could have elected to receive benefits under Section 3 or Section 7.2,based on his or her actual Period of Service at death.  The benefit shall equal 45% (or, if theParticipant dies after electing a 100% Joint and Survivor Annuity under Section5.2(a) during the 90-day period ending on the first of the month coincidingwith or following the Participant’s death, 80%) of the benefit in the form of asingle life annuity to which the Participant would have been entitled if his orher Retirement Date were immediately before the date of his or her death.

(b)           DeathPrior to Earliest Retirement Date and Termination

If the ParticipantTerminates due to death and prior to his or her Earliest Retirement Date, theSpouse’s benefit shall be paid monthly from the Participant’s EarliestRetirement Date through the first of the month preceding the Spouse’sdeath.  The benefit shall equal 45% (or,if the Participant dies after electing a 100% Joint and Survivor Annuity underSection 5.2(a) during the 90-day period ending on his or her EarliestRetirement Date, 80%) of the benefit to which the Participant would have beenentitled at his or her Earliest Retirement Date.  The Participant shall be deemed to continueaccruing Periods of Service until the Earliest Retirement Date and shall bedeemed to continue accruing Credited Service until the earlier of the EarliestRetirement Date or the Participant’s Freeze Date.

(c)           DeathPrior to Earliest Retirement Date and After Termination

If the Participantdies following Termination but prior to his or her Earliest Retirement Date,the Spouse’s benefit shall be paid monthly from the Participant’s

27

----

Earliest Retirement Datethrough the first of the month preceding the Spouse’s death.  The Earliest Retirement Date shall bedetermined as if he or she had survived but not accrued Periods of Service orCredited Service past date of death.  Thebenefit shall equal 45% (or, if the Participant dies after electing a 100% Jointand Survivor Annuity under Section 5.2(a) during the 90-day period ending onhis or her Earliest Retirement Date, 80%) of the benefit to which theParticipant would have been entitled at his or her Earliest RetirementDate.  If the Participant has not had anhour of service on or after January 1, 1976, the Participant is not eligiblefor a benefit under this paragraph (c).

(d)           SpousalConsent to Annuity Commencement

Notwithstandingthe provisions of paragraphs (a) through (c) above, survivor annuity paymentsunder this Section 6.1 shall not commence prior to the date on which theParticipant would have attained his Regular Retirement Date (or, if earlier,the later of age 65 or the fifth anniversary of the Participant’s commencementof participation in the Plan) unless the Spouse consents to the commencement ofsuch payments at an earlier date.  If theSpouse elects to defer commencement of the survivor annuity beyond the dateotherwise provided under paragraphs (a) through (c) above, the amount of the survivorannuity shall be adjusted to reflect the amount of the Joint and SurvivorAnnuity which would have been payable to the Participant on such deferredcommencement date.

(e)           BenefitPayable to Child

If this Section 6.1 would apply to a Participant butfor the fact that there is no surviving Spouse, and if such Participant issurvived by a child under age 21, then the monthly benefit provided for inparagraphs (a) through (c) above shall be paid to such child until the firstday of the month in which he or she attains age 21; and if there are two ormore such children, the benefit shall be divided equally among them; and if anyof such children’s benefits cease by virtue of their attaining age 21, thebenefits shall be divided equally among the remaining eligible children.  The monthly benefit payable under thisparagraph (e) shall commence on the first of the month coinciding with orfollowing the Participant’s death, and the benefit shall not be Actuariallyadjusted to reflect immediate commencement.

6.2           DisabilityBenefits.

Periods of Disability up to a maximum of ten years,or, if less, the number of years during which a Participant is entitled toreceive disability benefits under the Employer’s voluntary disability plan,shall be included for purposes of determining Periods of Service for vestingand (up to the Participant’s Freeze Date) for Credited Service.

28

----

SECTION 7VESTING

7.1           Vesting.

Each Participant shall have a vested, nonforfeitableright to his or her Accrued Benefit multiplied by the appropriate vestingpercentage in accordance with the following table:

| Period of Service | ** ** | **Percent Vested** |
|-------------------|------------|--------------------|
| Less than 5 years |       | 0%                 |
| 5 years or more   |       | 100%               |

 

In addition, each employee shall have a 100%nonforfeitable right to his or her Accrued Benefit upon attaining age 65 whilein the service of the Employer.  Anemployee who Terminates with a 0% vested benefit shall be deemed “nonvested.”

7.2           DeferredVested Benefit.

A Participant who Terminates with a vested AccruedBenefit prior to his or her Regular or Early Retirement Date shall be entitledto receive his or her vested Accrued Benefit, Actuarially adjusted for form ofpayment and any prior distributions, commencing on his or her RegularRetirement Date.

Payment of a Participant’s vested Accrued Benefit,reduced in accordance with the factors set forth in Section 4.3 and Actuariallyadjusted for form of payment and any prior distributions, shall commence notlater than the 60th day after the close of the Plan Year in which occurs thelatest of:

(a)           The date the Participant attains age65;

(b)           The tenth anniversary of theParticipant’s commencement of participation in the Plan; or

(c)           The date the Participant Terminates.

Notwithstanding the preceding sentence, a Participant may elect todefer commencement of benefits until his or her Regular Retirement Date, iflater.  For this purpose, the Participant’sfailure to apply for benefits shall be deemed an election to defer commencementof benefit payments to his or her Regular Retirement Date.

A Participant who Terminates after completing a15-year Period of Service but prior to age 55 may elect to commence receivinghis or her vested Accrued Benefit, reduced in

29

----

accordance with the factors set forth in Section 4.3 and Actuariallyadjusted for form of payment and any prior distributions, on the first day ofany month coinciding with or following the date he or she attains age 55.

7.3           Forfeitures.

Any forfeitures arising under this Plan shall be usedonly to offset future Employer contributions and shall not affect anyParticipant’s Accrued Benefit.

30

----

SECTION 8

LIMITATIONS ONBENEFITS

8.1           Limitationsre Highly Compensated Employees.

(a)           Restriction of Benefits.  In the event of Plan termination, the benefitof any highly compensated employee (as defined in section 414(q) of the Codeand regulations thereunder, including any highly compensated former employee)shall be limited to a benefit which is nondiscriminatory under section401(a)(4) of the Code.

(b)           Restrictionson Distributions.  Annual payments toa Restricted Participant shall be restricted to an amount equal to the paymentsthat would be made on behalf of such Restricted Participant under a single lifeannuity which is Actuarially Equivalent to the sum of the RestrictedParticipant’s Accrued Benefit and his or her other Benefits under thePlan.  However, the restrictions of thisparagraph (b) shall not apply if:

(i)            After payment to such RestrictedParticipant of all Benefits, the value of Plan assets equals or exceeds 110% ofthe value of current liabilities (as defined in section 412(l)(7) of the Code);or

(ii)           The value of the Benefits for suchRestricted Participant is less than 1% of the value of current liabilities.

(c)           Definitions.  The following definitions shall apply forpurposes of this Section 8.1:

(i)            Restricted Participant means,for any Plan Year, any highly compensated employee or highly compensated formeremployee, as defined in section 414(q) of the Code and the regulationsthereunder; provided, however, that for any Plan Year, the total number ofRestricted Participants shall be limited to a group of 25 highly compensatedemployees and highly compensated former employees.  Such group shall consist of those highlycompensated employees and highly compensated former employees with the greatestcompensation.

(ii)           Benefit shall include loans inexcess of the amounts set forth in section 72(p)(2)(A) of the Code, anyperiodic income, any withdrawal values payable to a living employee, and anydeath benefits not provided for by insurance on the employee’s life.

(d)           Inapplicability of Restrictions.  In the event that the provisions of thisSection 8.1 are no longer necessary to qualify this Plan under section 401(a)of the Code, this Section 8.1 shall be ineffective without amendment to thePlan.

31

----

8.2           MaximumAnnual Benefit Payable Under the Plan.

Anything to thecontrary notwithstanding, a Participant’s annual benefit shall not exceed thelesser of the Defined Benefit Dollar Limitation (or, if greater, theParticipant’s Accrued Benefit on December 31, 1982), or 100% of the Participant’saverage compensation during the three consecutive Plan Years when his or hercompensation was the highest, subject to the following:

(a)           A Participant’s annual benefit shallmean the benefit payable annually in the form of a straight life annuity (withno ancillary benefits), within the meaning of section 415(b)(2) of the Code,determined in accordance with the following:

(i)            Except as provided herein, aParticipant’s retirement benefit under the Plan shall, for purposes of applyingthe limitations of this Section 8.2, be adjusted to a straight life annuitybeginning at the same age which is the Actuarial Equivalent of such benefit inaccordance with rules determined by the Commissioner of Internal Revenue.  For purposes of making the foregoing adjustmentto a straight life annuity, there shall not be taken into account the value ofa qualified joint and survivor annuity provided under the Plan to the extentthat such value exceeds the sum of (A) the value of a straight life annuitybeginning on the same date and (B) the value of any post-retirement deathbenefits which would be payable even if the annuity was not in the form of ajoint and survivor annuity.

(ii)           For purposes of subparagraph (i)above, the annual benefit in the form of a straight life annuity commencing atthe same age that is Actuarially Equivalent to the Plan benefit shall be thegreater of the equivalent annual benefit computed using the mortality table andinterest rate specified in Section 1.2 (or otherwise specified in the Plan forsuch form of benefit), and the equivalent annual benefit computed using theApplicable Mortality Table and an interest rate of:

(A)          Inthe case of a benefit in a form that is not subject to section 417(a)(3) of theCode, 5%; and

(B)           Inthe case of a benefit in a form that is subject to section 417(a)(3) of theCode:

(1)           Exceptas provided in subparagraph (ii)(B)(2) below, the Applicable Interest Rate; or

(2)           Withrespect to the 2004 and 2005 Plan Years, 5.5%; provided, however, with respectto a benefit that is received in 2004, the amount payable shall not be lessthan the amount that would have been

32

----

payable had the amount payable been determined usingthe Applicable Interest Rate in effect as of December 31, 2003.

(b)           The“Defined Benefit Dollar Limitation” shall mean $160,000, as adjusted undersection 415(d) of the Code, effective as of January 1 of each year, in suchmanner as the Secretary of the Treasury shall prescribe, and payable in theform of a straight life annuity.  Forpurposes of this paragraph (b), a limitation as adjusted under section 415(d)of the Code shall apply to limitation years ending with or within the calendaryear for which the adjustment applies.

(c)           If the Participant has less than tenyears of employment with the Employer, the 100% of average compensationlimitation referred to in this Section 8.2 shall be reduced by multiplying itby a fraction which has a numerator equal to the Participant’s years ofemployment (including fractions thereof) and which has a denominator equal toten.

(d)           If the Participant has been aParticipant in the plan for fewer than ten years, the Defined Benefit DollarLimitation shall be reduced by multiplying it by a fraction which has anumerator equal to the Participant’s years of participation (includingfractions thereof) and which has a denominator equal to ten.

(e)           The Defined Benefit DollarLimitation, as reduced under paragraph (d) above, if necessary, shall beadjusted in accordance with the following, to the extent applicable:

(i)            If benefit payments commence beforethe Participant reaches age 62, the Defined Benefit Dollar Limitation (asreduced under paragraph (d) above, if necessary) shall be adjusted so that itis the Actuarial Equivalent of the limitation at age 62.  For purposes of this subparagraph (i), thereduced limitation that is the Actuarial Equivalent of such limitation at age62 shall be the lesser of the equivalent amount using the interest rate andmortality table specified in Section 1.2, or the equivalent amount using an interestrate of 5% and the Applicable Mortality Table.

(ii)           If benefit payments commence afterthe Participant reaches age 65, the Defined Benefit Dollar Limitation (asreduced under paragraph (d) above, if necessary) shall be increased so that itis the Actuarial Equivalent of an annual benefit equal to the Defined BenefitDollar Limitation beginning at age 65. For purposes of this subparagraph (ii), the increased limitation that isthe Actuarial Equivalent of such limitation at the Social Security retirementage shall be the lesser of the equivalent amount using the interest rate andmortality table specified in Section 1.2, or the equivalent amount using aninterest rate of 5% and no mortality decrement.

33

----

All adjustments shall be made in accordance with the provisions ofsection 415 of the Code, regulations promulgated thereunder, and any IRSpublications concerning section 415.

(f)            The term “compensation” as used inthis Section 8.2 shall be defined as per Internal Revenue Service Regulation1.415-2(d)(2) and (3), but shall include any contributions made by the Employeron behalf of an employee, by salary reduction pursuant to the employee’selection, to a cash or deferred arrangement described in section 401(k) of theCode, a cafeteria plan as defined in section 125(d) of the Code, or a qualifiedtransportation fringe described in section 132(f)(4) of the Code.

(g)           The Plan Year shall be the “limitationyear” for purposes of section 415 of the Code.

(h)           This Section 8.2, as amended tocomply with section 415(b)(2) of the Code as amended by the RetirementProtection Act of 1994, the Small Business Job Protection Act of 1996, and theTaxpayer Relief Act of 1997 (collectively, “GATT”), shall not apply to benefitsaccrued before January 1, 2000 (“Old-Law Benefits”).  After December 31, 1999, the limitations ofthis Section 8.2, as amended to comply with GATT, shall apply to a Participant’stotal accrued benefit, provided that, in any event, the Participant shallreceive no less than his or her Old-Law Benefit, limited to the extent requiredunder Q/A-15 of Rev. Rul. 98-1, in accordance with Method 2 of Q/A-14 of Rev.Rul. 98-1.

 

34

----

 

SECTION 9

TOP HEAVYPROVISIONS

9.1           Scope.

Notwithstanding any Plan provision to the contrary,for any Plan Year in which the Plan is Top Heavy within the meaning of section416(g) of the Code, the provisions of this Section 9 shall govern to the extentthey conflict with or specify additional requirements to the Plan provisionsgoverning Plan Years which are not Top Heavy.

9.2           TopHeavy Status.

(a)           TopHeavy.

This Plan shall be“Top Heavy” for Plan Years commencing after December 31, 1983, if, as of the DeterminationDate, (i) the sum of the Aggregate Accounts of Key Employees, or (ii) thePresent Value of Accrued Benefits of Key Employees under this Plan and any planof an Aggregation Group, exceeds 60% of the Aggregate Accounts or the PresentValue of Accrued Benefits of all Participants under this Plan and any plan ofan Aggregation Group.

The Present Valueof Accrued Benefits and/or Aggregate Account balance of a Participant shall notbe taken into account for purposes of determining Top Heavy status:

(i)            If the Participant was previously aKey Employee but is no longer a Key Employee; or

(ii)           If the Participant has not beencredited with at least one Hour of Service during the one-year period ending onthe Determination Date.

(b)           DeterminationDate.

Whether the Plan is Top Heavy for any Plan Year shallbe determined as of the Determination Date. “Determination Date” means (i) the last day of the preceding Plan Year,or (ii) in the case of the first Plan Year, the last day of such Plan Year.

(c)           ValuationDate.

“Valuation Date” means, for purposes of determiningTop Heaviness, the Determination Date.

35

----

(d)           AggregateAccount.

“Aggregate Account” means, with respect to aParticipant, his or her adjusted account balance in a defined contributionplan, as determined under the top heavy provisions of such plan.

(e)           PresentValue of Accrued Benefits.

“Present Value ofAccrued Benefits” means the sum of:

(i)            The Actuarial Equivalent presentvalue of the accrued normal retirement benefit under the Plan as of the ValuationDate; and

(ii)           Any part of any distribution madeduring the one-year period ending on the Determination Date on account ofseparation from service, death, or disability; and

(iii)          Any part of any distribution, for anyreason other than separation from service, death, or disability, during thefive-year period ending on the Determination Date.

The amounts insubparagraphs (ii) and (iii) above shall include distributions under aterminated plan which, had it not been terminated, would have been aggregatedwith the Plan under section 416(g)(2)(A)(i) of the Code.

Unrelatedrollovers or transfers shall be considered distributions.  A related rollover or transfer shall not beconsidered a distribution.  An unrelatedrollover or transfer is one which is both initiated by the employee and madebetween plans of different employers.  Arelated rollover or transfer is one which is either not initiated by theemployee or made between plans of the same employer.

For purposes ofsubparagraph (i) above, the Present Value of Accrued Benefits shall includebenefits attributable to voluntary or mandatory employee contributions,unrelated rollovers or transfers accepted prior to January 1, 1984, and relatedrollovers or transfers accepted at any time. The present value of accrued benefits shall not include benefitsattributable to voluntary deductible employee contributions, or unrelatedrollovers or transfers accepted after January 1, 1984.

Solely for thepurpose of determining if the Plan, or any other plan included in a requiredaggregation group of which this Plan is a part, is Top Heavy, the accruedbenefit of an employee other than a Key Employee shall be determined under (i)the method, if any, that uniformly applies for accrual purposes under all plansmaintained by the Employer, or (ii) if there is no such method, as if suchbenefit accrued not more rapidly than the slowest accrual rate permitted underthe fractional accrual rate of section 411(b)(1)(C) of the Code.

36

----

(f)            KeyEmployee.

“Key Employee” shall be determined as follows:

(i)            A “Key Employee” is any employee orformer employee of an Employer who, at any time during the Plan Year thatincludes the Determination Date, is:

(A)          Anofficer of the Employer whose annual compensation (as defined in section415(c)(3) of the Code) is greater than $130,000 (as adjusted under section416(i)(1) of the Code for Plan Years beginning after December 31, 2001);

(B)           Anemployee who owns more than 5% of the Employer; or

(C)           Anemployee who owns more than 1% of the Employer with annual compensation fromthe Employer that exceeds $150,000.

(ii)           The Beneficiaries of a Key Employeeshall also be considered Key Employees.

(iii)          For purposes of subparagraph (i)(A)above, no more than 50 employees (or, if less, the greater of three or 10% ofthe employees) shall be treated as officers.

(iv)          The determination of who is a KeyEmployee shall be made in accordance with section 416(i)(1) of the Code and theTreasury regulations thereunder.

(g)           AggregationGroup.

“Aggregation Group” means the group of plans that mustbe considered as a single plan for purposes of determining whether the planswithin the group are Top Heavy (Required Aggregation Group), or the group ofplans that may be aggregated for purposes of Top Heavy testing (Permissive AggregationGroup).  The Determination Date for eachplan must fall within the same calendar year in order to aggregate the plans.

(i)            The Required Aggregation Groupincludes each plan of the Employer in which a Key Employee is a participant inthe Plan Year containing the Determination Date and each other plan of theEmployer which, during this period, enables any plan in which a Key Employeeparticipates to meet the

37

----

minimum participation standards or nondiscriminatorycontribution requirements of sections 401(a)(4) and 410 of the Code.

(ii)           A Permissive Aggregation Group mayinclude any Employer-sponsored plan, provided the group as a whole continues tosatisfy the minimum participation standards and nondiscriminatory contributionrequirements of sections 401(a)(4) and 410 of the Code.

Each planbelonging to a Required Aggregation Group shall be deemed Top Heavy, or non-TopHeavy in accordance with the group’s status. In a Permissive Aggregation Group that is determined Top Heavy onlythose plans that are required to be aggregated shall be Top Heavy.  In a Permissive Aggregation Group that is notTop Heavy, no plan in the group shall be Top Heavy.

9.3           MinimumBenefit.

(a)           GeneralRule.

For any Top Heavy Plan Year, a non-Key Employee shallhave an Accrued Benefit at least equal to the minimum benefit describedherein.  The minimum Accrued Benefit atany point in time equals the lesser of:

(i)            2%multiplied by Top Heavy Periods of Service; or

(ii)           20%,

multiplied by suchParticipant’s “Average Compensation.”  “AverageCompensation” means a Participant’s compensation as described in section 415 ofthe Code, as limited by section 401(a)(17) of the Code, for the fiveconsecutive years when such Participant had the highest aggregate compensationfrom the Employer.  However, compensationreceived for non-Top Heavy Plan Years shall be disregarded.  The benefit described herein is expressed asan annual benefit in the form of a single life annuity (with no ancillarybenefits), commencing at normal retirement age.

A non-Key Employeeshall not be denied this minimum benefit because he or she was not employed ona specified date, failed to make any mandatory employee contributions, orfailed to earn a specified amount of compensation.

For purposes ofsatisfying the minimum benefit requirements of section 416(c)(1) of the Codeand this Section 9.3, in determining Top Heavy Periods of Service, any servicewith the Employer shall be disregarded to the extent that such Periods ofService occur during a Plan Year when the Plan benefits (within the meaning ofsection 410(b) of the Code) no Key Employee or former Key Employee.

38

----

(b)           SpecialTwo Plan Rule.

Where this Plan and a defined contribution plan belongto an Aggregation Group that is determined Top Heavy, the minimum benefit requiredunder (a) above for any non-Key Participant who also participates in thedefined contribution plan shall be reduced by the minimum contribution andforfeiture allocated to the non-Key Participant’s accounts pursuant to thedefined contribution plan’s top heavy provisions.  Such offset shall be in accordance with thesafe harbor rules of Treas. Reg. §1.416-1 (M-12).

9.4           Vesting.

(a)           TopHeavy Schedule.

For any Top Heavy Plan Year, each Participant whocompletes an Hour of Service in such Year shall become vested and have anonforfeitable right to retirement benefits he or she has earned under the Planin accordance with the following table, provided, however, that a Participant’svesting percentage shall not be less than the percentage determined under thetable in Section 7.1:

| Periods of Service | ** ** | **Vesting Percentage** |
|--------------------|------------|------------------------|
|               |       |                   |
| Less than 2  years |       | 0%                     |
| 2 years            |       | 20%                    |
| 3 years            |       | 40%                    |
| 4 years            |       | 60%                    |
| 5 years            |       | 80%                    |
| 6 years or more    |       | 100%                   |

 

(b)           Returnto Non-Top Heavy Status.

If the Plan becomes Top Heavy and ceases to be TopHeavy in any subsequent Plan Year, the vesting schedule shall revert to thevesting schedule in effect before the Plan became Top Heavy.  Any such reversion shall be treated as a Planamendment pursuant to the terms of the Plan, and shall not cause a reduction ofany Participant’s nonforfeitable interest in the Plan on the date of suchamendment.

In the event ofsuch reversion, or in the event the Committee elects to amend the Top Heavyvesting schedule, a Participant with three or more years of service with theEmployer as of the end of the election period may elect to remain covered bythe Top Heavy vesting schedule.  If aParticipant fails to make such election, then such Participant shall be subjectto the new vesting schedule. The Participant’s election period shall commenceon the adoption date of the amendment and shall end 60 days after the latestof:

39

----

(i)            The adoption date of the amendment;

(ii)           The effective date of the amendment;or

(iii)          The date the Participant receiveswritten notice of the amendment from the Committee.

40

----

SECTION 10

ADMINISTRATION OFTHE PLAN

10.1         PlanAdministrator.

The Plan Administrator shall be VWR which, by actionof its Board of Directors, shall appoint a Benefit and Retirement PlanCommittee composed of at least three persons. Every member of VWR’s Board of Directors and the Committee shall bedeemed a fiduciary.  No Committee memberwho is an employee shall receive compensation with respect to his or herservice on the Committee.  Any member ofthe Committee may resign by delivering written resignation to VWR and to theCommittee.  VWR may remove or replace anymember of the Committee at any time.

10.2         Organizationand Procedures.

VWR shall designate a chairman from the members of theCommittee.  The Committee shall appoint asecretary, who may or may not be a member of the Committee.  The secretary shall have the primaryresponsibility for keeping a record of all meetings and acts of the Committeeand shall have custody of all documents, the preservation of which shall benecessary or convenient to the efficient functioning of the Committee.  The chairman of the Committee shall be theagent of the Plan for service of legal process. All reports required by law may be signed by the chairman on behalf ofall members of the Committee.

The Committee shall act by a majority of its membersin office, either by a vote at a meeting or in writing without a meeting, andmay adopt such by-laws and regulations as it deems desirable for the conduct ofits affairs.

10.3         Dutiesand Authority.

(a)           AdministrativeDuties.

The Committee shall administer the Plan in anondiscriminatory manner for the exclusive benefit of Participants and theirBeneficiaries.  The Committee shallperform all such duties as are necessary to supervise the administration of thePlan and to control its operations in accordance with the terms thereof,including, but not limited to, the following:

(i)            Interpret the provisions of the Planand determine any question arising under the Plan, or in connection with theadministration or operation thereof;

(ii)           Determine all considerationsaffecting the eligibility of any employee to be or become a Participant;

41

----

(iii)          Determine eligibility for and amountof retirement benefits for any Participant;

(iv)          Authorize and direct the Funding Agentwith respect to all disbursements of benefits under the Plan;

(v)           Employ and engage such persons,counsel, and agents and to obtain such administrative, clerical, medical,legal, audit, and actuarial services as it may deem necessary in carrying outthe provisions of the Plan.

(b)           InvestmentAuthority.

The Committee shall have no responsibility orauthority with respect to the management, acquisition, disposition, orinvestment of Plan assets.  Such shall bethe sole function and responsibility of the Board of Directors of VWR except tothe extent delegated by the Board to the Funding Agent and/or designatedInvestment Manager.

(c)           GeneralAuthority.

The Committee shall have all powers necessary orappropriate to carry out its duties.  TheCommittee shall have sole discretion to carry out its responsibilities underthe Plan to construe and interpret the provisions of the Plan and to determineall questions concerning benefit entitlements, including the power to construeand interpret disputed or doubtful terms. To the maximum extent permissible under law, any interpretation orconstruction of or action by the Committee with respect to the Plan and itsadministration shall be conclusive and binding upon any and all parties andpersons affected hereby, subject to the exclusive appeal procedure set forth inSection 10.6.

10.4         Expensesand Assistance.

All reasonableexpenses which are necessary to operate and administer the Plan may be deductedfrom the Fund or paid directly by the Employer, at the Employer’s discretion.

10.5         ClaimsProcedure.

(a)           Conditionsof Payment.

Benefit payments under the Plan shall not be payableprior to the fulfillment of the following conditions:

(i)            The Committee has been furnishedwith such applications, proofs of birth, address, form of benefit, and otherinformation the Committee deems necessary;

42

----

(ii)           Except as otherwise provided inSection 3.4, the Participant has Terminated employment with the Employer; and

(iii)          The Participant is eligible to receivebenefits under the Plan as determined by the Committee.

(b)           Commencementof Payment.

The payment of benefits shall commence no later than60 days after the retirement date specified herein for commencement of suchbenefits.  If the information requiredabove is not available prior to said retirement date, the amount of paymentrequired to commence will not be ascertainable. In such event, the commencement of payments shall be delayed until nomore than 60 days after the date the amount of such payment isascertainable.  To the extent permittedunder Section 5.5, a Participant may elect a retroactive Annuity Starting Date,in which case a lump-sum payment retroactive to the applicable retroactiveAnnuity Starting Date shall be made and monthly payments shall commence.

10.6         AppealProcedure.

(a)           Noticeof Denial.

The Committee shall makeall determinations as to the right of any person to a benefit under thePlan.  If the Committee denies in wholeor in part any claim for a benefit under the Plan by a Participant orBeneficiary or his or her authorized representative (hereinafter, “Claimant”),the Committee shall furnish the Claimant with notice of the decision not laterthan 90 days after receipt of the claim, unless special circumstances requirean extension of time for processing the claim. Such extension shall not exceed the period of 90 days from the end ofsuch initial period; provided, however, that in the event the Claimant fails tosubmit information necessary to decide a claim, such period shall be tolledfrom the date on which the extension notice is sent to the Claimant until thedate on which the Claimant responds to the request for additionalinformation.  The extension notice shallindicate the special circumstances requiring an extension of time and the dateby which the Committee expects to render the final decision.  The written or electronic notice which theCommittee shall provide to every Claimant who is denied a claim for benefitsshall set forth in a manner calculated to be understood by the Claimant:

(i)            The specific reason or reasons forthe denial;

(ii)           Specific reference to pertinent Planprovisions on which the denial is based;

43

----

(iii)          A description of any additionalmaterial or information necessary for the Claimant to perfect the claim and anexplanation of why such material or information is necessary; and

(iv)          A description of the Plan’s reviewprocedures and the time limits applicable to such procedures, including astatement of the Claimant’s right to bring a civil action under section 502(a)of ERISA following an adverse benefit determination on review.

(b)           Rightto Request Review.

A Claimant may request that the Committee review theclaim denial by the Committee.  Suchrequest shall be made in writing and shall be presented to the Committee notmore than 60 days after receipt by the Claimant of notification of the denialof a claim.  If written request forreview is not made within such 60-day period, the Claimant shall forfeit his orher right to review.  The Claimant shallbe provided, upon request and free of charge, reasonable access to, and copiesof, all documents, records, and other information relevant to the Claimant’sclaim for benefits.  The Claimant shallalso have the opportunity to submit written comments, documents, records, andother information relating to the claim for benefits, and the Committee shalltake into account all such information submitted without regard to whether suchinformation was submitted or considered in the initial benefit determination.

(c)           Reviewof Claim.

The Committee shall make its decision on review notlater than 60 days after receipt of the Claimant’s request for review, unlessspecial circumstances require an extension of time, in which case notice of theextension and circumstances shall be provided to the Claimant prior to thetermination of the initial 60-day period and a decision shall be rendered assoon as possible but not later than 120 days after receipt of the request forreview; provided, however, in the event the Claimant fails to submitinformation necessary to make a benefit determination on review, such periodshall be tolled from the date on which the extension notice is sent to theClaimant until the date on which the Claimant responds to the request for additionalinformation.  The decision on reviewshall be written or electronic and, in the case of an adverse determination,shall include specific reasons for the decision, written in a manner calculatedto be understood by the Claimant, and specific references to the pertinent Planprovisions on which the decision is based. The decision on review shall also include (i) a statement that theClaimant is entitled to receive, upon request and free of charge, reasonableaccess to, and copies of, all documents, records, or other information relevantto the Claimant’s claim for benefits; and (ii) a statement describing anyvoluntary appeal procedures offered by the Plan, and a statement of theClaimant’s right to bring an action under §502(a) of ERISA.

44

----

(d)           Regulations.

The claims procedure of this Plan also shall beadministered in accordance with the claims procedure regulations of theDepartment of Labor set forth in 29 C.F.R. §2560.503-1.  Notwithstanding any provision of Section 10.5or of this Section 10.6 to the contrary, to the extent such regulations sorequire, determinations as to whether Plan provisions regarding Disabilityapply to a Participant shall be made in accordance with the Department of Labor’sclaims procedure regulations applicable to claims for disability benefits, andany such determination shall be made by (i) one member of the Committee in thecase of an initial claim, and (ii) the remaining members of the Committee inthe case of the review of a denied claim.

(e)           Exhaustionof Remedies.

A claimant shall have no right to bring any action inany court regarding a claim for benefits prior to filing a claim for benefitsand exhausting his or her rights to review under this Section 10.6 inaccordance with the time frames set forth herein.

10.7         Arbitration.

Any controversy orclaim arising out of or relating to this Plan which is asserted by any personas an employee, a former employee, a Participant, or a Beneficiary of Planbenefits, may be settled by arbitration in accordance with the Commercial Rulesof the American Arbitration Association, and judgment upon the award renderedby the arbitrator shall be entered in a court having jurisdiction thereof.  All such arbitration cases shall be heard byan attorney licensed in the jurisdiction where the arbitration hearing is tooccur.  Notwithstanding the foregoing, aclaimant shall have no right to arbitration under this Section 10.7 prior tofiling a claim for benefits and exhausting his or her rights to review underSection 10.6 in accordance with the time frames set forth therein.

10.8         PlanAdministration - Miscellaneous.

(a)           Limitationson Assignments.

Benefits under the Plan may not be assigned, sold,transferred, or encumbered, and any attempt to do so shall be void.  The interest of a Participant in benefitsunder the Plan shall not be subject to debts or liabilities of any kind andshall not be subject to attachment, garnishment, or other legal process, exceptas provided in Section 10.9 relating to Qualified Domestic Relations Orders.  This paragraph (a) shall not prevent theoffset of a Participant’s benefits against an amount that the Participant isordered or required to pay to the Plan to the extent permitted under section401(a)(13)(C) of the Code.

45

----

(b)           Masculineand Feminine, Singular and Plural.

Whenever used herein, pronouns shall include anyapplicable gender, and the singular shall include the plural and vice versawhenever the context shall plainly so require.

(c)           NoAdditional Rights.

No person shallhave any rights in or to the Fund, or any part thereof, or under the Plan,except as, and only to the extent, expressly provided for in the Plan.  Neither the establishment of the Plan, thegranting of a retirement allowance, nor any action of the Employer or theCommittee shall be held or construed to confer upon any person any right to becontinued as an employee, or, upon dismissal, any right or interest in the Fundother than as herein provided.  TheEmployer expressly reserves the right to discharge any employee at any time.

(d)           GoverningLaw.

This Plan shall be construed in accordance withapplicable Federal law and the laws of the Commonwealth of Pennsylvania(without reference to the principles of conflict of laws), wherein venue shalllie for any dispute arising hereunder.

(e)           Disclosureto Participants.

Each Participantshall be advised of the general provisions of the Plan and, upon writtenrequest addressed to the Committee, shall be furnished any informationrequested regarding the Participant’s status, rights, and privileges under thePlan as may be required by law.

(f)            IncomeTax Withholding Requirements.

Any retirementbenefit payment made under the Plan shall be subject to any applicable incometax withholding requirements.  For thispurpose, the Committee shall provide the Funding Agent with any information theFunding Agent needs to satisfy such withholding obligations and with any otherinformation that may be required by regulations promulgated under the Code.

(g)           Severability.

If any provisionof this Plan shall be held illegal or invalid for any reason, suchdetermination shall not affect the remaining provisions of this Plan, whichshall be construed as if said illegal or invalid provision had never beenincluded.

46

----

(h)           Facilityof Payment.

In the event anybenefit under this Plan shall be payable to a person who is under legaldisability or is in any way incapacitated so as to be unable to manage his orher financial affairs, the Committee may direct payment of such benefit to aduly appointed guardian, committee, or other legal representative of suchperson, or, in the absence of a guardian or legal representative, to acustodian for such person under a Uniform Gifts to Minors Act or to anyrelative of such person by blood or marriage, for such person’s benefit.  Any payment made in good faith pursuant tothis provision shall fully discharge the Employer and the Plan of any liabilityto the extent of such payment.

(i)            Correctionof Errors.

Any Employercontribution to the Fund made under a mistake of fact (or investment proceed ofsuch contribution if a lesser amount) shall be returned to the Employer withinone year after payment of the contribution.

In the event anincorrect amount is paid to a Participant or Beneficiary, any remainingpayments may be adjusted to correct the error. The Committee may take such other action it deems necessary andequitable to correct any such error.

(j)            MilitaryService.

Notwithstandingany provision of this Plan to the contrary, contributions, benefits, andservice credit with respect to qualified military service shall be provided inaccordance with section 414(u) of the Code.

(k)           EGTRRAAmendments.

Certain provisionsof the Plan as amended and restated herein are adopted to reflect provisions ofthe Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).  Such provisions are intended as good faithcompliance with the requirements of EGTRRA and are to be construed inaccordance with EGTRRA and guidance issued thereunder.

10.9         QualifiedDomestic Relations Orders.

Notwithstanding any Plan provisions to the contrary,benefits under the Plan may be paid to someone other than the Participant,Beneficiary, or joint annuitant, pursuant to a Qualified Domestic RelationsOrder, in accordance with section 414(p) of the Code.  A Qualified Domestic Relations Order is onethat:

(a)           Relates to the provision of childsupport, alimony payments, or marital property rights to a Spouse, formerSpouse, child, or other dependent of a Participant;

47

----

(b)           Is made pursuant to a state domesticrelations law (including a community property law);

(c)           Creates or recognizes the existenceof an alternate payee’s right to, or assigns to an alternate payee the rightto, receive all or a portion of the benefits payable to a Participant under thePlan;

(d)           Specifies the name and last knownaddress of the Participant and each alternate payee;

(e)           Specifies the amount or method ofdetermining the amount of benefit payable to an alternate payee;

(f)            Specifies the number of payments orperiod during which payments are to be made;

(g)           Names each plan to which the orderapplies;

(h)           Does not require any form, type, oramount of benefit not otherwise provided under the Plan; and

(i)            Does not conflict with a priorQualified Domestic Relations Order that meets the requirements of this Section10.9.

Payments to an alternate payee pursuant to a QualifiedDomestic Relations Order may commence at the earliest date on which aParticipant is eligible to elect an Early Retirement Date, regardless ofwhether the Participant continues working after that date.

The Committee shall determine whether an order meetsthe requirements of this Section 10.9 within a reasonable period afterreceiving an order.  The Committee shallnotify the Participant and any alternate payee that an order has been receivedand shall establish a separate account under the Plan for any alternate payeepending determination that an order meets the requirements of this Section10.9.

10.10       PlanQualification.

Any modification or amendment of the Plan may be maderetroactive, as necessary or appropriate, to establish and maintain a “qualifiedplan” pursuant to section 401 of the Code and ERISA and regulations thereunderand to maintain the exempt status of the Fund under section 501 of the Code.

48

----

10.11       DeductibleContribution.

Notwithstanding anything herein to the contrary, anycontribution by the Employer to the Fund is conditioned upon the deductibilityof the contribution by the Employer under the Code and, to the extent any suchdeduction is disallowed, the Employer may within one year following a finaldetermination of the disallowance, demand repayment of such disallowedcontribution and the Funding Agent shall return such contribution less anylosses attributable thereto within one year following the disallowance.

10.12       Action by VWR.

Any actionrequired to be taken by VWR under the Plan, including the amendment ortermination of the Plan under Section 11, shall be taken pursuant to awritten resolution of the Board of Directors of VWR.

 

49

----

SECTION 11AMENDMENT AND TERMINATION

11.1         Amendment— General.

VWR shall have the right to amend, terminate, orpartially terminate this Plan at any time subject to any advance notice orother requirements of ERISA.  Noamendment shall decrease a Participant’s accrued benefit.

11.2         Amendment— Consolidation or Merger.

In the event this Plan, its assets, and itsliabilities are merged into, transferred to, or otherwise consolidated with anyother retirement plan, then such must be accomplished so as to ensure that eachParticipant would (if the other retirement plan then terminated) receive abenefit immediately after the merger, transfer, or consolidation which is equalto or greater than the benefit the Participant would have been entitled toreceive immediately before the merger, transfer, or consolidation (as if thePlan had then terminated).  Thisprovision shall not be construed as limiting the powers of VWR to appoint asuccessor Funding Agent.

11.3         Terminationof the Plan.

The termination of the Plan shall not cause or permitany part of the Fund to be diverted to purposes other than for the exclusivebenefit of the Participants and their Beneficiaries, or cause or permit anyportion of the Fund to revert to or become the property of the Employer at anytime prior to the satisfaction of all liabilities with respect to theParticipants.

Upon termination of this Plan, the Committee shallcontinue to act for the purpose of complying with the preceding paragraph andshall have all power necessary or convenient to the winding up and dissolutionof the Plan as herein provided.  While soacting, the Committee shall be in the same status and position with respect toother persons as if the Plan remained in existence.

11.4         Allocationof the Fund on Termination of Plan.

In the event of a complete Plan termination, the rightof each Participant to benefits accrued to the date of such termination thatwould be vested under the provisions of the Plan in the absence of suchtermination shall continue to be vested and nonforfeitable; and the right ofeach Participant to any other benefits accrued to the date of termination shallbe fully vested and nonforfeitable to the extent then funded under the priorityrules set forth in section 4044 of ERISA. In any event, a Participant or a Beneficiary shall have recourse onlyagainst Plan assets for the payment of benefits thereunder, subject to anyapplicable guarantee provisions of Title IV of ERISA.  The Committee shall direct the Funding Agentto allocate Fund assets to those affected Participants to the extent and in theorder of preference set forth in section 4044 of ERISA.  The assets so allocated shall be distributed,in the discretion of the Committee, either wholly or in part by purchase ofnontransferable annuity contracts or lump-sum payments.  If Fund assets as of the date of Plantermination exceed the amounts required under the priority rules set forth insection 4044 of

50

----

ERISA, such excess shall, after all liabilities of the Plan have beensatisfied, revert to the Employer to the extent permitted by applicable law.

If at any time the Plan is terminated with respect toany group of Participants under such circumstances as to constitute a partialPlan termination within the meaning of section 411(d)(3) of the Code, eachaffected Participant’s right to benefits that have accrued to the date ofpartial termination that would be vested under the provisions of the Plan inthe absence of such termination shall continue to be so vested; and the rightof each affected Participant to any other benefits accrued to the date of suchtermination shall be vested to the extent then funded under the priority rulesset forth in section 4044 of ERISA in the event of a complete Plantermination.  In any event, affectedParticipants shall have recourse only against Plan assets for payment ofbenefits thereunder, subject to any applicable guarantee provisions of Title IVof ERISA.  Subject to the foregoing, thevested benefits of such Participants shall be payable as though suchtermination had not occurred; provided, however, that the Committee, in itsdiscretion, subject to any necessary governmental approval, may direct that theamounts held in the Fund that are allocable to the Participants as to whom suchtermination occurred be segregated by the Funding Agent as a separateplan.  The assets thus allocated to suchseparate plan shall be applied for the benefit of such Participants in themanner described in the preceding paragraph.

51

----

SECTION 12FUNDING

12.1         Contributionsto the Fund.

As a part of this Plan VWR shall maintain a Fund.  From time to time, the Employer shall makesuch contributions to the Fund as it determines, with the advice of itsactuary, are required to maintain the Plan on a sound actuarial basis.

12.2         Fundfor Exclusive Benefit of Participants and Beneficiaries.

The Fund is for the exclusive benefit of Participantsand their Beneficiaries.  Except asprovided in Sections 10.8(i) and 10.11, no portion of the Fund shall bediverted to purposes other than this or revert to or become the property of theEmployer at any time prior to the satisfaction of all liabilities with respectto the Participants.

12.3         Dispositionof Credits and Forfeitures.

In no event shall any credits or forfeitures which mayarise under the Plan be used to increase benefits under the Plan.

12.4         FundingAgent.

As a part of this Plan, VWR has entered into anagreement with a Funding Agent.  VWR hasthe power and duty to appoint the Funding Agent and it shall have the power toremove the Funding Agent and appoint successors at any time.  As a condition to exercising its power toremove any Funding Agent hereunder, VWR must first enter into an agreement witha successor Funding Agent.

12.5         InvestmentManager.

VWR has the powerto appoint an Investment Manager to invest a portion of the Fund held by theFunding Agent.

52

----

SECTION 13

FIDUCIARIES

13.1         Limitationof Liability of the Employer and Others.

No Participant shall have any claim against theEmployer, or the Committee, or against their directors, officers, members,agents, or representatives, for any benefits under the Plan, and such benefitsshall be payable solely from the Fund; nor shall the Employer, the Committee,or their directors, officers, members, agents, or representatives incur anyliability to any person for any action taken or suffered or omitted to be takenby them under the Plan in good faith.

13.2         Indemnificationof Fiduciaries.

In order to facilitate the recruitment of competentfiduciaries, the Employer adopting this Plan agrees to provide theindemnification as described herein. This provision shall apply to employees who are considered Planfiduciaries including, without limitation, Committee members, any agent of theCommittee, or any other officers, directors, or employees.  Notwithstanding the preceding, this provisionshall not apply and indemnification shall not be provided for any Funding Agentor Investment Manager appointed as provided in this Plan.

13.3         Scopeof Indemnification.

The Employer agrees to indemnify an employee fiduciaryas described above for all acts taken in good faith in carrying out his or herresponsibilities under the terms of this Plan or other responsibilities imposedupon such fiduciary by ERISA or regulations promulgated thereunder.  If an employee fiduciary is sued inconnection with his or her acts as a fiduciary, the employee shall tender thedefense of the claim to the Employer.

**IN WITNESS WHEREOF**, VWRInternational, Inc. has caused this amendment and restatement of the VWRInternational, Inc. Retirement Plan to be duly executed on this                 day of                                      , 2006.
| Attest: |   | VWR INTERNATIONAL, INC. |
|---------|--------|-------------------------|
|    |   |                    |
|    |   |                    |
| By:     |   |                    |   | By: |   |
|         |        |                         |  |  |  |

 

 

 

 

[Corporate Seal]

 

53

----

 

APPENDIX A

FORMER VAN WATERS &ROGERS PROFIT SHARING PLAN PARTICIPANTS

1.1           General.  The following provisions shall apply only toVWR International, Inc. Retirement Plan (“this Plan”) Participants who wereparticipants in the VW&R Profit Sharing Plan on February 29, 1968.

1.2           Determinationof Account Balances.  The value of aperson’s VW&R Profit Sharing Plan account as of any date shall bedetermined by multiplying the number of units credited to his or her account asof February 29, 1968, by the value of each unit on such valuation date.  The value of each unit on any valuation dateshall be determined by dividing the market value of the VW&R Profit SharingPlan Fund as of the valuation date by the number of units credited to formerparticipants in the VW&R Profit Sharing Plan who are active Participants inthis Plan.

1.3           Retirementor Termination Where Participant is Qualified for Benefits Under This Plan.  In the event of retirement or terminationfrom service of a participant in the VW&R Profit Sharing Plan at a timewhen such participant is entitled to benefits under this Plan (herein referredto as an active participant), the participant shall be given the optionof:  (a) receiving benefits to which theparticipant would otherwise be entitled under this Plan without reference toparticipation under said profit sharing plan, or (b) receiving benefitscalculated according to Section 1.2 above, plus benefits under this Plancomputed as the product of (i) and (ii) below:

(i)            Being a fraction, the numerator beingthe participant’s completed and fractional years of credited service subsequentto February 29, 1968, and the denominator being the participant’s completed andfractional years of credited service at termination;

(ii)           Being the total benefit as describedin (a) above.

Upon such termination,the value of said participant’s account in the VW&R Profit Sharing Fundshall be used to provide the benefits to which he or she is entitled under (a)or (b) of this Section 1.3, to the extent that his or her account balance insaid fund is adequate to provide these benefits.

In the event saidparticipant’s account in the VW&R Profit Sharing Plan Fund determined as ofthe valuation date applicable to such participant exceeds the actuarial valueof benefits equal to benefits under paragraph (a) above less benefits underparagraph (b) above (that is to say, the benefits under this Plan with respectto credited service prior to March 1, 1968), said participant shall be entitledto receive a benefit under this Plan based upon service rendered prior to March1, 1968, which is equal to the benefit which can be provided by participant’s 

A-1

----

account balancedetermined, as previously mentioned, as of the valuation date applicable tosuch participant and the benefit mentioned in paragraph (b) above.

1.4        Retired Nonparticipating and VestedParticipants.  With respect toretired or nonparticipating vested participants in the VW&R Profit SharingPlan as of February 29, 1968, the funding agency or agencies under this Planshall retain in trust the amounts needed to continue payments in accordancewith the provisions of that Plan.

1.5        Death of Participant.  In the event of the death of a Participantwho was a participant in the VW&R Profit Sharing Plan prior to distributionto the Participant of his or her entire beneficial interest generated by suchplan, the full remaining value of such interest shall be distributed in a lumpsum to his or her beneficiary designated by such Participant in writing.  The beneficiary or beneficiaries designatedby a Participant may be changed at any time and from time to time at theelection of the Participant, but only by his or her filing with the committee anew designation and revoking all prior designations.  If no such designation of beneficiary is filed,or if the designated beneficiary shall predecease the Participant, or, havingsurvived the Participant, shall die prior to the final and completedistribution of the Participant’s participating interest, the undistributedportion of such interest shall be distributed to the Participant’s personalrepresentative.

1.6        Permanent Disability.  Any amounts distributable to a participant insaid profit sharing plan by virtue of permanent Disability shall,notwithstanding any provision hereof to the contrary, be distributable to saidparticipant in accordance with the original tenor of that plan.

1.7        Valuation Date.  The valuation dates for purposes ofdetermining the unit value of units held by participants in the former VW&RProfit Sharing Plan shall be the last days of December and June of each year.

1.8        VW&R Profit Sharing Plan Fund.  The VW&R Profit Sharing Plan Fund shallmean the fund held for the exclusive benefit of participants of the VW&RProfit Sharing Plan (and their beneficiaries) who have not previously becomeentitled to benefits under Section 1.3 above.

1.9        Number of Units at a Valuation Date.  The number of units at any valuation date isequal to the number of units at the prior valuation date reduced by the numberof units used to provide benefits under Section 1.3 above.

1.10      Reduction in VW&R Profit SharingPlan Fund.  The VW&R ProfitSharing Plan Fund shall be reduced as benefit payments are made or are providedfor in accordance with Section 1.3 above.

A-2

----

APPENDIX B

FORMERPARTICIPANTS OF UNION PLANS

1.1        In General.  If a Participant was formerly covered by acollective bargaining agreement with the Employer that did not provide forretirement benefits under this Plan, the period of employment covered by thecollective bargaining agreement shall be included in determining Years ofService under this Plan for all purposes, subject to any applicable limits setforth in the Plan.  However, except asprovided in Section 1.2 below, the benefit payable from this Plan shall bereduced by any benefits from a collectively bargained plan which areattributable to Employer contributions on the Participant’s behalf.

1.2        Special Provisions Regarding the VWRCorporation Pension Plan for Hourly Employees (Skokie Plant).

(a)           Background.  VWR maintained the VWR Corporation PensionPlan for Hourly Employees (Skokie Plant) (the “Hourly Plan”) for the benefit ofemployees at the Skokie Plant who are covered by the collective bargainingagreement between VWR and the United Paper Workers International Union AFL-CIOLocal 325 (“Local 325”).  EffectiveNovember 19, 1996, Local 325 members ceased to be employed at the SkokiePlant.  Therefore, in accordance with theterms of the Hourly Plan, no employee accrued a benefit under the Hourly Planwith respect to service completed on and after November 19, 1996.

(b)           Merger of Plans.  Effective December 31, 1997, the Hourly Planwas merged with and into this Plan, and the trust established under the HourlyPlan was merged with and into the Fund.

(c)           Retirees and Vested TerminatedParticipants.  Benefits payable onand after January 1, 1998, under the terms of the Hourly Plan as in effecton December 31, 1997, to participants who retired or otherwise separatedfrom service with a vested right to a benefit prior to November 20, 1996,or to their beneficiaries (“Transferred Pensioners”), shall be paid from thisPlan in accordance with the terms of the Hourly Plan applicable to suchpayments as of December 31, 1997 (except to the extent that the provisionsof this Plan are required to apply to any such payments in order to comply withapplicable laws and regulations).  TheTransferred Pensioners who were receiving a monthly pension from the HourlyPlan as of November 19, 1996, the amount of such benefits, and the form ofsuch benefits, are set forth in Exhibit I. The accrued benefits under the Hourly Plan of Transferred Pensioners whowere not receiving a monthly pension from the Hourly Plan as of November 19,1996, are set forth in Exhibit II.

(d)           Hourly Plan Participants Who WereActive Employees on November 20, 1996. The following rules shall apply to each person who was an Eligible 

B-1

----

Employee onNovember 20, 1996, and who was a participant in the Hourly Plan as ofNovember 19, 1996 (a “Former Skokie Employee”):

(i)            Accrued Benefit.  The accrued benefit of a Former SkokieEmployee under this Plan shall be determined under the formula specified inSection 4.1 of the Plan; provided, however, that the Accrued Benefit of aFormer Skokie Employee shall not be less than his or her accrued benefit underthe Hourly Plan on November 19, 1996, as set forth inExhibit II.  Any section 411(d)(6)protected benefit (within the meaning of Treas. Reg. §1.411(d)-4, Q&A-1)that has accrued with respect to the benefits set forth in Exhibit II as ofDecember 31, 1997, shall not be reduced or eliminated with respect to suchbenefits, except as provided in regulations and rulings issued pursuant tosection 411(d)(6) of the Code.  Suchsection 411(d)(6) protected benefits shall be determined by reference to theterms of the Hourly Plan as of December 31, 1997 (except to the extentthat the provisions of this Plan are required to apply in order to comply withapplicable laws and regulations).

(ii)           Period of Service.  In addition to the service described inSection 1.1 above, a Former Skokie Employee who participated in theSargent-Welch Pension Plan for Hourly Employees (Skokie Plant) onSeptember 17, 1989, shall be given credit for his or her years of serviceunder that plan to determine his or her Periods of Service solely for purposesof determining his or her vesting and eligibility for early retirement underthis Plan.  No credit shall be given forsuch service for purposes of determining benefits under this Plan.

 

B-2

----

EXHIBIT I

Transferred PensionersReceiving a Benefit Under the

VWR CorporationPension Plan for Hourly Employees as of November 19, 1996

----

 
| **NAME**            | ** ** | **SEX** | ** ** | **DATE OF  HIRE** | ** ** | **DATE OF  MEMBERSHIP** | ** ** | **BENEFIT  SERVICE** | ** ** | **ANNUAL  ACCRUED  BENEFIT** | ** ** |
|---------------------|------------|---------|------------|------------------------|------------|------------------------------|------------|----------------------|------------|------------------------------|------------|
| Bliwas, Errol       |       | M       |       | 06/14/82               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Camara, Yolanda     |       | F       |       | 03/27/78               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Delaney, Bessie     |       | F       |       | 08/24/70               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Jackson, Jessie  M. |       | M       |       | 02/19/79               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Jochim, Glenn       |       | M       |       | 11/26/79               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Johnson, Dorothy    |       | F       |       | 04/13/70               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Krus, Mitchell      |       | M       |       | 09/15/81               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Messina, Nagui  Y.  |       | M       |       | 08/31/78               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Metz Jr ., Fred     |       | M       |       | 08/17/59               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Robinson,  Chester  |       | M       |       | 01/23/56               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Tatum, Hattie       |       | F       |       | 09/05/67               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Thrawl, Jon C.      |       | M       |       | 03/01/93               |       | 03/01/93                     |       | 3.750                |       | 900.00                       |       |
| Wilson, Hester  L.  |       | M       |       | 08/21/69               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |
| Young, Alex         |       | M       |       | 09/17/81               |       | 10/01/89                     |       | 7.167                |       | 1,720.08                     |       |

 

EXHIBIT II

Accrued Benefit Under theVWR Corporation Pension Plan for Hourly Employees

As of November 19,1996 — Participants Not In Pay Status on November 19, 1996

----

 
| **NAME**         | ** ** | **SEX** | ** ** | **DATE OF  RETIRE-  MENT** | ** ** | **MONTHLY  BENEFIT** | ** ** | **FORM** | ** ** | **J&S** | ** ** | **PERIOD  CERTAIN** | ** ** | **STATUS** | ** ** |
|------------------|------------|---------|------------|---------------------------------|------------|----------------------|------------|----------|------------|-------------|------------|---------------------|------------|------------|------------|
| Duarte, Ruben E. |       | M       |       | 04/01/93                        |       | 70.00                |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Goben, Ralph     |       | M       |       | 05/01/96                        |       | 121.13               |       | CO       |       | 0           |       | 10                  |       | 18         |       |
| Gold, Richard    |       | M       |       | 05/01/93                        |       | 70.71                |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Krus, Edmund     |       | M       |       | 07/01/95                        |       | 115.00               |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Lavender, Louis  |       | M       |       | 12/01/96                        |       | 129.27               |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Nicioli, Alda    |       | F       |       | 12/01/96                        |       | 111.61               |       | J&S  |       | 100         |       | 0                   |       | 14         |       |
| Parchin, Theresa |       | F       |       | 10/01/95                        |       | 98.48                |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Rock, Mary       |       | F       |       | 01/01/96                        |       | 99.40                |       | LA       |       | 0           |       | 0                   |       | 14         |       |
| Shojot, Jose     |       | M       |       | 03/01/96                        |       | 128.33               |       | LA       |       | 0           |       | 0                   |       | 13         |       |
| Snyder, John     |       | M       |       | 05/01/93                        |       | 56.28                |       | J&S  |       | 100         |       | 0                   |       | 14         |       |
| Spinoso, Marie   |       | F       |       | 09/01/93                        |       | 72.07                |       | LA       |       | 0           |       | 10                  |       | 14         |       |

 

B-3

----

 

APPENDIX C

EMPLOYEES TRANSFERRED INSPINOFF FROM UNIVAR CORPORATION

In determining thebenefits of an employee who was transferred to the Employer on March 1, 1986,in connection with the spinoff of Univar Corporation, all Periods of Serviceunder the Univar Corporation Retirement Plan shall be treated as Periods ofService under this Plan for all purposes and all earnings received from UnivarCorporation shall be treated as earnings received from VWR International, Inc.

If a person is employedon or before December 31, 1988, and immediately prior to being employed wasemployed by Univar Corporation or any of its affiliates and had been soemployed since February 28, 1986, such person shall receive credit under thisPlan for all Periods of Service and Earnings under the Univar CorporationRetirement Plan.  When such person is100% vested under this Plan, the Trustee of the Univar Corporation RetirementPlan shall transfer directly to the Trustee of this Plan the present value ofsuch person’s accrued benefit.  Suchperson’s benefit under this Plan immediately after the transfer of funds shallnot be less than the benefit under both this Plan and the Univar Planimmediately before the transfer of funds.

 

C-1

----

APPENDIX D

FORMER EMPLOYEES OFACQUIRED COMPANIES

Any employee who wasemployed by any of the companies listed below at the time either the company orits assets were acquired by the Employer or Univar Corporation shall be givencredit for his or her Periods of Service with such company for purposes ofdetermining vesting and eligibility for early retirement under this Plan.  However, no credit shall be given for Periodsof Service with such company for purposes of determining benefits under thisPlan.

1.          Cogan & O’Brien Company, Inc.  Former Cogan & O’Brien Company, Inc.employees began participating in the Plan on March 1, 1987.  Such employees who previously had Periods ofService with Univar Corporation or any of its subsidiaries shall receive creditfor such Periods of Service for vesting and eligibility for early retirementunder this Plan as well as credit for Periods of Service with Cogan & O’BrienCompany, Inc. for such purposes.

2.          Roberts & Porter, Inc.  Former Roberts & Porter, Inc. employeesbegan participating in the Plan on March 1, 1987.

3.          Treck Photographic, Inc.  Accruals began as of November 1, 1975.

4.          Will Scientific. Accruals began as of January 6, 1970.

5.          A.J. Reynolds Company, LLC.  Accruals began as of June 9, 1998.

6.          HPC Scientific & Technology, Inc.  Accruals began as of July 1, 1998.

D-1

----

 

APPENDIX E

TRANSFER OF EMPLOYEES BETWEEN VWR SCIENTIFIC PRODUCTSCORPORATION

AND MOMENTUM DISTRIBUTION INC. PRIOR TO APRIL 1, 1992

If, at any time on or before March 31, 1992, a personterminated employment with Momentum Distribution Inc. or any of its affiliates(“Momentum”), and was thereafter immediately employed by an Employer under thisPlan, that person was credited under this Plan with all Periods of Service andall Earnings with which he or she was credited under the Momentum DistributionInc. Retirement Plan (“Momentum Plan”) if such person was transferred from VWRScientific Products Corporation, or one of its affiliates, in the corporatespinoff on March 1, 1990.  Such person’sbenefit under this Plan as described in this paragraph shall not be less thanthe benefit under the Momentum Plan on his or her last day of employment withMomentum.

 

E-1

----

 

APPENDIX F

FORMER EMPLOYEES OF

BAXTERINTERNATIONAL, INC.

If, at any time onor after July 1, 1995, but before July 1, 1997, a person terminatedemployment with Baxter International, Inc., or any of its affiliates (“Baxter”)and was thereafter immediately employed by an Employer under this Plan, thatperson shall be credited with all Periods of Service with Baxter for purposesof determining vesting, eligibility to participate and eligibility for earlyretirement under this Plan, but not for purposes of benefit accrual.

 

F-1

----

 

APPENDIX G

FORMER PARTICIPANTS IN

SCIENCE KIT, INC.RETIREMENT PLAN

1.1           Background.  Pursuant to an agreement dated as of July 21,1998, VWR Scientific Products Corporation purchased the stock of Science Kit,Inc. (“Science Kit”), and Central Scientific Company (“Central”).  Prior to October 1, 1998, Science Kitmaintained the Science Kit, Inc. Retirement Plan (the “Science Kit Plan”) forthe benefit of the eligible employees of Science Kit and Central.

1.2           Merger of Plans.  Effective October 1, 1998, the Science KitPlan was merged with and into this Plan, and the assets of the Science Kit Planbecame assets of the Fund.  Alsoeffective October 1, 1998, Science Kit and Central adopted the Plan on behalfof their eligible employees.

1.3           Former Science Kit Participants.

(a)           Participation.  Each employee who was a participant in theScience Kit Plan on September 30, 1998, became a Participant in this Plan as ofOctober 1, 1998, provided that on such date he or she was an Eligible Employee.  Each other employee who had service withScience Kit, Central, or any affiliate thereof prior to October 1, 1998, andwho had completed at least one year of Credited Service for eligibilitypurposes (after application of paragraph (b)(i) below) on or before October 1,1998, became a Participant in this Plan as of October 1, 1998, provided that onsuch date he or she was an Eligible Employee.

(b)           ServiceCredit.

(i)            Eligibility.  For purposes of eligibility to participate,the service crediting rules of this Plan shall apply, but all service prior toOctober 1, 1998, with Science Kit, Central, or any affiliate thereof shall betreated as service with the Employer.

(ii)           Vesting.  For purposes of vesting, the Period ofService of a Participant who previously participated in the Science Kit Planshall not be less than the sum of:

(A)          Thenumber of years of service credited to the Participant for vesting purposesunder the Science Kit Plan as of August 31, 1998; plus

(B)           TheParticipant’s Period of Service determined under this Plan, disregarding anyservice prior to September 1, 1998.

G-1

----

(iii)          BenefitAccrual.  For purposes of determiningthe amount of his or her accrued benefit under the Science Kit Plan as ofSeptember 30, 1998, each Employee who was a Participant in the Science Kit Planas of September 1, 1998, and who was credited with at least 83-1/3Hours-of-Service under the Science Kit Plan during the period from September 1,1998, through September 30, 1998, shall be credited with 1/12 of a year ofAccrual Service under the Science Kit Plan for such period.  Service on and after October 1, 1998, shallbe credited in accordance with Section 1.9 of the Plan for accrual purposes.

(c)           BenefitAccruals.  The Accrued Benefit ofeach Participant who previously participated in the Science Kit Plan shall bean amount equal to the sum of:

(i)            TheParticipant’s accrued benefit under the Science Kit Plan as of September 30,1998 (after the application of paragraph (b)(iii) above), determined as if heor she had separated from service on such date; plus

(ii)           Theamount determined under Section 4.1 of the Plan, based solely on theParticipant’s Credited Service and Earnings on and after October 1, 1998;

provided, however, that such Participant’s Accrued Benefit shall in noevent be less than the actuarial equivalent of his or her “Vested TransferValue” (as defined in the Science Kit Plan as in effect on September 30, 1998),determined as of the Participant’s Annuity Starting Date in accordance with therules for determining actuarial equivalence for such purpose under theprovisions of the Science Kit Plan as in effect on September 30, 1998.  For purposes of this Appendix G, theParticipant’s “Transferred Science Kit Benefit” shall be the greater of theamount described in subparagraph (i) above or his or her Vested Transfer Value.

(d)           Vesting.  A Participant who has a Transferred ScienceKit Benefit shall be fully vested in his or her Accrued Benefit if he or she isin the service of the Employer at or after age 60.

(e)           Preservationof Protected Benefits.  The followingrules shall apply with respect to any Participant who has a Transferred ScienceKit Benefit:

(i)            EarlyCommencement Prior to Date Generally Available Under Plan.  If such a Participant has reached age 60 andhas Terminated but is not eligible to receive an immediate retirement benefitunder Section 4 of the Plan or a deferred vested benefit under Section 7.2 ofthe Plan, he or she may elect to commence receiving his or her TransferredScience Kit Benefit, adjusted for commencement before or after the Participant’snormal retirement date under the Science Kit Plan (the later of (i) the firstday of the month on or after age 65 or (ii) the fifth September 1 afterparticipation in the Science Kit Plan commenced), in accordance with theprovisions of the Science Kit Plan in effect on September 30, 1998.

G-2

----

(ii)           EarlyCommencement On or After Date Generally Available Under Plan.  If such a Participant has reached age 60, hasTerminated, and is eligible to receive an immediate retirement benefit underSection 4 of the Plan or a deferred vested benefit under Section 7.2 of thePlan, the benefit payable to the Participant under Section 4 or Section 7.2 ofthe Plan shall not be less than his or her Transferred Science Kit Benefitadjusted (in accordance with the provisions of the Science Kit Plan in effecton September 30, 1998) for commencement before or after the Participant’sScience Kit Plan normal retirement date, based on the Participant’s age at hisor her Annuity Starting Date.

(iii)          In-ServiceCommencement.  If such a Participanthas reached his or her normal retirement date under the Science Kit Plan buthas not Terminated, the Participant may elect to commence receiving his or herTransferred Science Kit Benefit, adjusted if necessary for commencement afterthe Participant’s normal retirement date under the Science Kit Plan, inaccordance with the provisions of the Science Kit Plan in effect on September30, 1998.

(iv)          Adjustmentof Accrued Benefit.  If a Participantreceives a distribution of his or her Transferred Science Kit Benefit pursuantto subparagraph (i) or (iii) above, the Participant’s remaining Accrued Benefitshall thereafter be reduced by the amount of the Participant’s TransferredScience Kit Benefit.

(v)           DeferredCommencement.  Such a Participant mayelect to defer commencement of his or her Transferred Science Kit Benefitpayments under the Plan until a date not later than the later of the first dayof the month coinciding with or next following his or her Termination date orApril 1 following the calendar year in which the Participant reaches age70-1/2.  Such payments shall be adjustedfor commencement after the Participant’s normal retirement date under theScience Kit Plan, in accordance with the provisions of the Science Kit Plan ineffect on September 30, 1998 (or to any greater extent required under section401(a)(9) of the Code to reflect commencement after age 70-1/2).  Distribution of the Participant’s AccruedBenefit, to the extent it exceeds his or her Transferred Science Kit Benefit,shall commence as of the date determined under Section 3 or Section 7.2 of thePlan.

(vi)          OptionalForms of Benefit.  Such Participant’sAccrued Benefit shall be distributed in accordance with the provisions ofSection 5 of the Plan.  If such aParticipant receives his or her Accrued Benefit in any form in which he or shecould have received such benefit on his or her Annuity Starting Date under theprovisions of the Science Kit Plan in effect on September 30, 1998, other thanin the form of a lump-sum distribution, the amount paid in such form shall notbe less than the actuarial equivalent of his or her Transferred Science KitBenefit, determined in accordance with the rules for determining actuarialequivalence for such purpose under the provisions of the Science Kit Plan as ineffect on September 30, 1998.  In addition,such Participant shall have

G-3

----

the right to receive his or her Transferred Science Kit Benefit in anyoptional form of payment which was available for distribution under the ScienceKit Plan as of September 30, 1998, subject to the requirements of Sections 3.4and 5.2 of the Plan.  If such aParticipant elects to receive his or her Transferred Science Kit Benefit in theform of a lump-sum distribution, the amount of such lump-sum distribution shallbe determined on the basis of the Applicable Mortality Table and the ApplicableInterest Rate; provided, however, that during the twelve-month period beginningOctober 1, 1998, the interest rate or rates which would be used as of theAnnuity Starting Date by the PBGC for purposes of determining the present valueof such benefit if the Plan had then terminated with insufficient assets toprovide benefits guaranteed by the PBGC on such date shall be used in lieu ofthe Applicable Interest Rate if such rate or rates produce a greaterbenefit.  (The preceding sentence shallnot apply to involuntary cash-outs described in Section 5.6 of the Plan.)

This paragraph (e) is intended to comply with the requirements ofsection 411(d)(6) of the Code, and shall not apply to the extent that section411(d)(6) of the Code and regulations issued thereunder would permit theelimination of any optional form of payment or other protected benefit.  (Thus, for example, the joint and 66-2/3%survivor annuity shall not be available with respect to a Transferred ScienceKit Benefit.)

1.4           Retirees and Vested TerminatedParticipants.  Benefits payable onand after October 1, 1998, under the terms of the Science Kit Plan as in effecton September 30, 1998, to participants who retired or otherwise separated fromservice with a vested right to a benefit prior to October 1, 1998, or to theirbeneficiaries, shall be paid from this Plan in accordance with the terms of theScience Kit Plan applicable to such payments as of September 30, 1998 (exceptto the extent that the provisions of this Plan are required to apply to anysuch payments in order to comply with applicable laws and regulations).  For purposes of determining the amount ofbenefits payable with respect to a participant who retired or otherwiseseparated from service on or after September 1, 1998, but prior to October 1,1998, the service crediting rule of Section 1.3(b)(iii) above shall apply.  Notwithstanding the foregoing, in the case ofa former participant in the Science Kit Plan whose benefit payments commence onor after January 1, 2002, the joint and 66-2/3% survivor annuity form ofpayment shall not be available.

 

G-4

----

APPENDIX H

 

FORMER PARTICIPANTS IN

WARD’S NATURAL SCIENCE

ESTABLISHMENT,INC. RETIREMENT PLAN

1.1           Background.  Pursuant to an agreement dated as of July 21,1998, VWR Scientific Products Corporation purchased the stock of Ward’s NaturalScience Establishment, Inc. (“Ward’s”). Prior to October 1, 1998, Ward’s maintained the Ward’s Natural ScienceEstablishment, Inc. Retirement Plan (the “Ward’s Plan”) for the benefit of itseligible employees.

1.2           Merger of Plans.  Effective October 1, 1998, the Ward’s Planwas merged with and into this Plan, and the assets of the Ward’s Plan becameassets of the Fund.  Also effectiveOctober 1, 1998, Ward’s adopted the Plan on behalf of its eligible employees.

1.3           Former Ward’s Participants.

(a)           Participation.  Each employee who was a participant in theWard’s Plan on September 30, 1998, became a Participant in this Plan as ofOctober 1, 1998, provided that on such date he or she was an EligibleEmployee.  Each other employee who hadservice with Ward’s or any affiliate thereof prior to October 1, 1998, and whohad completed at least one year of Credited Service for eligibility purposes(after application of paragraph (b)(i) below) on or before October 1, 1998,became a Participant in this Plan as of October 1, 1998, provided that on suchdate he or she was an Eligible Employee.

(b)           ServiceCredit.

(i)            Eligibility.  For purposes of eligibility to participate,the service crediting rules of this Plan shall apply, but all service prior toOctober 1, 1998, with Ward’s or any affiliate thereof shall be treated asservice with the Employer.

(ii)           Vesting.  For purposes of vesting, the Period ofService of a Participant who previously participated in the Ward’s Plan shallnot be less than the sum of:

(A)          Thenumber of years of service credited to the Participant for vesting purposesunder the Ward’s Plan as of February 28, 1998; plus

(B)           TheParticipant’s Period of Service determined under this Plan, disregarding anyservice prior to March 1, 1998; provided that (i) all service prior to October1, 1998, with Ward’s or any affiliate thereof shall be treated as service withthe Employer, and (ii) if the

H-1

----

Participant completed 1,000 Hours-of-Service under theWard’s Plan during the period from March 1, 1998, through September 30, 1998,the entire period from March 1, 1998, through February 28, 1999, shall betreated as a Period of Service.

For purposes of (A) above, service shall not be taken into account tothe extent it would have been disregarded as of September 30, 1998 (or, in thecase of a Participant not in service on September 30, 1998, the date on whichthe Participant first completes an Hour of Service after September 30, 1998),under the break-in-service rules under the Ward’s Plan as in effect onSeptember 30, 1998.

(c)           BenefitAccruals.  The Accrued Benefit ofeach Participant who previously participated in the Ward’s Plan shall be anamount equal to the sum of:

(i)            TheParticipant’s accrued benefit under the Ward’s Plan as of September 30, 1998,determined as if he or she had separated from service on such date (his or her “TransferredWard’s Benefit”); plus

(ii)           Theamount determined under Section 4.1 of the Plan, based solely on theParticipant’s Credited Service and Earnings on and after October 1, 1998.

(d)           Vesting.  A Participant who has a Transferred Ward’sBenefit shall be fully vested in his or her Accrued Benefit if he or she is inthe service of the Employer at or after age 60.

(e)           Preservationof Protected Benefits.  The followingrules shall apply with respect to any Participant who has a Transferred Ward’sBenefit:

(i)            EarlyCommencement Prior to Date Generally Available Under Plan.  If such a Participant has reached age 60 andhas Terminated but is not eligible to receive an immediate retirement benefitunder Section 4 of the Plan or a deferred vested benefit under Section 7.2 ofthe Plan, he or she may elect to commence receiving his or her Transferred Ward’sBenefit, adjusted if necessary for commencement before age 65, in accordancewith the provisions of the Ward’s Plan in effect on September 30, 1998.

(ii)           EarlyCommencement On or After Date Generally Available Under Plan.  If such a Participant has reached age 60, hasTerminated, and is eligible to receive an immediate retirement benefit underSection 4 of the Plan or a deferred vested benefit under Section 7.2 of thePlan, the benefit payable to the Participant under Section 4 or Section 7.2 ofthe Plan shall not be less than his or her Transferred Ward’s Benefit adjusted(in accordance with the provisions of the Ward’s Plan in effect on September30, 1998) for commencement before age 65, based on his or her age at his or herAnnuity Starting Date.

H-2

----

(iii)          In-ServiceCommencement.  If such a Participanthas reached age 65 but has not Terminated, the Participant may elect tocommence receiving his or her Transferred Ward’s Benefit in accordance with theprovisions of the Ward’s Plan in effect on September 30, 1998.

(iv)          Adjustmentof Accrued Benefit.  If a Participantreceives a distribution of his or her Transferred Ward’s Benefit pursuant tosubparagraph (i) or (iii) above, the Participant’s remaining Accrued Benefitshall thereafter be reduced by the amount of the Participant’s Transferred Ward’sBenefit.

(v)           DeferredCommencement.  Such a Participant mayelect to defer commencement of his or her Transferred Ward’s Benefit paymentsunder the Plan until a date not later than the later of the first day of themonth coinciding with or next following his or her Termination date or April 1following the calendar year in which the Participant reaches age 70-1/2.  Such payments shall be Actuarially adjusted,to the extent required under section 401(a)(9) of the Code, to reflectcommencement after age 70-1/2. Distribution of the Participant’s Accrued Benefit, to the extent itexceeds his or her Transferred Ward’s Benefit, shall commence as of the datedetermined under Section 3 or Section 7.2 of the Plan.

(vi)          OptionalForms of Benefit.  Such Participant’sAccrued Benefit shall be distributed in accordance with the provisions ofSection 5 of the Plan.  If such aParticipant receives his or her Accrued Benefit in any form in which he or shecould have received such benefit on his or her Annuity Starting Date under theprovisions of the Ward’s Plan in effect on September 30, 1998, the amount paidin such form shall not be less than the actuarial equivalent of his or herTransferred Ward’s Benefit, determined in accordance with the rules fordetermining actuarial equivalence for such purpose under the provisions of theWard’s Plan as in effect on September 30, 1998.

This paragraph (e) is intended to comply with the requirements ofsection 411(d)(6) of the Code, and shall not apply to the extent that section411(d)(6) of the Code and regulations issued thereunder would permit the eliminationof any optional form of payment or other protected benefit.  (Thus, for example, the joint and 66-2/3%survivor annuity shall not be available with respect to a Transferred Ward’sBenefit.)

1.4           Retirees and Vested TerminatedParticipants.  Benefits payable onand after October 1, 1998, under the terms of the Ward’s Plan as in effect onSeptember 30, 1998, to participants who retired or otherwise separated fromservice with a vested right to a benefit prior to October 1, 1998, or to theirbeneficiaries, shall be paid from this Plan in accordance with the terms of theWard’s Plan applicable to such payments as of September 30, 1998 (except to theextent that the provisions of this Plan are required to apply to any suchpayments in order to comply with applicable laws and regulations).  Notwithstanding the foregoing, in the case ofa former participant in the Ward’s Plan whose benefit payments commence on orafter January 1, 2002, the joint and 66-2/3% survivor annuity form of paymentshall not be available.

 

H-3

----

 

APPENDIX I

FORMER EMPLOYEESOF MERCK AND SUBSIDIARIES

Any individualwho, on or after January 1, 1995, but prior to June 1, 2005, transfers directlyfrom employment with Merck KGaA, Darmstadt, Germany (“Merck”), or any entitywhich is a direct or indirect subsidiary of Merck (collectively, the “MerckCompanies”), to employment with the Employer, shall be given credit for his orher service with the Merck Companies (including service prior to the date onwhich VWR became an affiliate of Merck) for purposes of determining eligibilityto participate, vesting, and eligibility for early retirement under thePlan.  Service with the Merck Companiesshall not be counted for benefit accrual purposes except as otherwise providedin the Plan.

 

I-1

----