**Exhibit 10.8(b)**

** **

**AMENDMENTNO. 1**

**TO THE**

**VWRINTERNATIONAL, INC. RETIREMENT PLAN**

**(AsAmended and Restated Effective June 1, 2005)**

**WHEREAS,**VWRInternational, Inc. (“VWR”) maintains the VWR International, Inc. RetirementPlan (the “Plan”) for the benefit of its selected employees; and

**WHEREAS,**thePlan was most recently amended and restated effective June 1, 2005, in order tofreeze benefit accruals thereunder; and

**WHEREAS,**pursuantto an arbitration decision and award dated October 18, 2005, VWR desires to amendthe Plan to reinstate benefit accruals with respect to Teamsters Local UnionNo. 676, International Brotherhood of Teamsters, AFL-CIO, effectiveJune 1, 2005;

**NOW,THEREFORE,**effective June 1, 2005, the Plan is hereby amendedas follows:

**1.             A new Section 1.6A is added to the Plan to read asfollows:**

1.6A        BridgeportEmployee means an Eligible Employee employed by VWR at its Bridgeport, NewJersey, facility, the terms and conditions of whose employment are governed bya collective bargaining agreement between VWR and Teamsters Local Union No.676, International Brotherhood of Teamsters, AFL-CIO.

**2.             Section 1.20 of the Plan is amended to read as follows:**

1.20         FreezeDate means May 31, 2005; provided that (i) in the case of a GrandfatheredParticipant, “Freeze Date” shall mean May 31, 2008, or, if earlier, theGrandfathered Participant’s date of Termination; and (ii) in the case of aBridgeport Employee, “Freeze Date” shall mean the Bridgeport Employee’s date ofTermination.

**3.             Section 1.24 of the Plan is amended to read as follows:**

1.24         GrandfatheredParticipant means a Participant (other than a Bridgeport Employee) who isan Eligible Employee as of June 1, 2005, who has at least a ten-year Period ofService as of such date, and the sum of whose age and Period of Service as ofsuch date (in years and completed months) is at least 65.

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**4.             Section 2.1 of the Plan is amendedto read as follows:**

2.1           Eligibility for Participation.

Each Bridgeport Employee shall become a Participantunder this Plan upon completing one year of Credited Service.  No other person shall become a Participantunder this Plan on or after June 1, 2005.

**5.             Section 2.2 of the Plan is amendedto read as follows:**

2.2           ReemploymentAfter a Termination.

Upon the reemployment of a Terminated formerParticipant as a Bridgeport Employee, he or she shall immediately become aParticipant.  No other person who isrehired on or after June 1, 2005, shall commence or resume participation in thePlan.

**6.             Section 4.5 of the Plan is amended to read as follows:**

4.5           ReemploymentAfter Retirement.

Upon reemployment as a Bridgeport Employee, aParticipant shall continue to receive retirement benefits and resume accruingbenefits under the Plan.  A Participantwho is reemployed on or after June 1, 2005, other than a Bridgeport Employee,shall continue to receive retirement benefits, but shall not resume accruingbenefits under the Plan.  A Participantwho was rehired prior to June 1, 2005, may continue accruing benefits until hisor her Freeze Date.

Benefits shall be adjusted to reflect additionalaccruals (if any) to the extent required by ERISA 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.

**INWITNESS WHEREOF,**VWR International, Inc. has caused thisAmendment No. 1 to be duly executed this        day of                          ,2006.
| Attest: |   | VWR INTERNATIONAL, INC. |
|---------|--------|-------------------------|
|    |   |                    |
|    |   |                    |
|    |   | By:                     |   |

 

 

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