Exhibit 10.10


 


VWR INTERNATIONAL, INC.


RETIREMENT PLAN


(As amended and restated effective January 1, 2001)

















 


	
   

  	
   

  	
   

  	
  Page

  
	
  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

  	
  Credited Service

  	
  3

  
	
   

  	
  1.9

  	
  Disabled

  	
  3

  
	
   

  	
  1.10

  	
  Earnings

  	
  3

  
	
   

  	
  1.11

  	
  Eligible Employee

  	
  4

  
	
   

  	
  1.12

  	
  Employer

  	
  4

  
	
   

  	
  1.13

  	
  Employment Commencement Date

  	
  5

  
	
   

  	
  1.14

  	
  ERISA

  	
  5

  
	
   

  	
  1.15

  	
  Expatriate

  	
  5

  
	
   

  	
  1.16

  	
  Final Average Monthly Earnings

  	
  5

  
	
   

  	
  1.17

  	
  Final Average Accrued Benefit

  	
  5

  
	
   

  	
  1.18

  	
  Foreign Affiliate

  	
  5

  
	
   

  	
  1.19

  	
  Frozen Final Average Accrued Benefit

  	
  5

  
	
   

  	
  1.20

  	
  Fund

  	
  6

  
	
   

  	
  1.21

  	
  Funding
  Agent

  	
  6

  
	
   

  	
  1.22

  	
  Hour
  of Service

  	
  6

  
	
   

  	
  1.23

  	
  Investment Manager

  	
  6

  
	
   

  	
  1.24

  	
  Leased Employee

  	
  6

  
	
   

  	
  1.25

  	
  Participant

  	
  7

  
	
   

  	
  1.26

  	
  PBGC

  	
  7

  
	
   

  	
  1.27

  	
  Period of Service

  	
  7

  
	
   

  	
  1.28

  	
  Plan

  	
  7

  
	
   

  	
  1.29

  	
  Plan Administrator

  	
  7

  
	
   

  	
  1.30

  	
  Plan
  Year

  	
  7

  
	
   

  	
  1.31

  	
  Qualified Domestic Relations Order

  	
  7

  
	
   

  	
  1.32

  	
  Retirement Committee

  	
  8

  
	
   

  	
  1.33

  	
  Section 401(a)(17) Participant

  	
  8

  
	
   

  	
  1.34

  	
  Service

  	
  8

  
	
   

  	
  1.35

  	
  Severance From Service Date

  	
  8

  
	
   

  	
  1.36

  	
  Temporarily Terminated

  	
  8

  
	
   

  	
  1.37

  	
  Temporary Employee

  	
  8

  
	
   

  	
  1.38

  	
  Terminated

  	
  8

  
	
   

  	
  1.39

  	
  VWR

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


i

















 


	
  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

  	
  Retirement Date.

  	
  11

  
	
  SECTION
  4

  	
  RETIREMENT
  BENEFITS

  	
  12

  
	
   

  	
  4.1

  	
  Accrued Benefit.

  	
  12

  
	
   

  	
  4.2

  	
  Regular Retirement Benefit.

  	
  13

  
	
   

  	
  4.3

  	
  Early Retirement Benefit.

  	
  13

  
	
   

  	
  4.4

  	
  Deferred Retirement Benefit.

  	
  14

  
	
   

  	
  4.5

  	
  Reemployment After Retirement.

  	
  14

  
	
   

  	
  4.6

  	
  Suspension of Payments

  	
  14

  
	
   

  	
  4.7

  	
  Benefit; for Former Participants.

  	
  15

  
	
  SECTION
  5

  	
  FORMS
  OF PAYMENT

  	
  16

  
	
   

  	
  5.1

  	
  Forms of Payment.

  	
  16

  
	
   

  	
  5.2

  	
  Automatic Form of Benefit.

  	
  17

  
	
   

  	
  5.3

  	
  Limitation on Joint Annuitant.

  	
  18

  
	
   

  	
  5.4

  	
  Explanation of Forms of Payment.

  	
  18

  
	
   

  	
  5.5

  	
  Small Benefit; and Repayment of
  Benefit.

  	
  19

  
	
   

  	
  5.6

  	
  Direct Rollovers.

  	
  19

  
	
  SECTION
  6

  	
  DEATH
  AND DISABILITY BENEFITS

  	
  21

  
	
   

  	
  6.1

  	
  Spouse’s Death Benefit.

  	
  21

  
	
   

  	
  6.2

  	
  Disability Benefits.

  	
  22

  
	
  SECTION
  7

  	
  VESTING

  	
  23

  
	
   

  	
  7.1

  	
  Vesting.

  	
  23

  
	
   

  	
  7.2

  	
  Deferred Vested Benefit.

  	
  23

  
	
   

  	
  7.3

  	
  Forfeitures.

  	
  24

  
	
  SECTION
  8

  	
  LIMITATIONS
  ON BENEFITS

  	
  25

  
	
   

  	
  8.1

  	
  Limitations re Highly
  Compensated Employees.

  	
  25

  
	
   

  	
  8.2

  	
  Maximum Annual Benefit Payable
  Under the Plan.

  	
  26

  
	
  SECTION
  9

  	
  TOP
  HEAVY PROVISIONS

  	
  30

  
	
   

  	
  9.1

  	
  Scope.

  	
  30

  
	
   

  	
  9.2

  	
  Top Heavy Status.

  	
  30

  
	
   

  	
  9.3

  	
  Minimum Benefit.

  	
  34

  
	
   

  	
  9.4

  	
  Vesting.

  	
  35

  
	
  SECTION
  10

  	
  ADMINISTRATION
  OF THE PLAN

  	
  37

  
	
   

  	
  10.1

  	
  Plan Administrator.

  	
  37

  
	
   

  	
  10.2

  	
  Organization and Procedures.

  	
  37

  
	
   

  	
  10.3

  	
  Duties and Authority.

  	
  37

  



 


ii

















 


	
   

  	
  10.4

  	
  Expenses and Assistance.

  	
  38

  
	
   

  	
  10.5

  	
  Claims Procedure.

  	
  39

  
	
   

  	
  10.6

  	
  Appeal Procedure.

  	
  39

  
	
   

  	
  10.7

  	
  Arbitration.

  	
  41

  
	
   

  	
  10.8

  	
  Plan Administration — Miscellaneous.

  	
  41

  
	
   

  	
  10.9

  	
  Qualified Domestic Relations, Orders.

  	
  44

  
	
   

  	
  10.10

  	
  Plan Qualification.

  	
  45

  
	
   

  	
  10.11

  	
  Deductible Contribution.

  	
  45

  
	
   

  	
  10.12

  	
  Action
  by VWR.

  	
  45

  
	
  SECTION
  11

  	
  AMENDMENT
  AND TERMINATION

  	
  46

  
	
   

  	
  11.1

  	
  Amendment General.

  	
  46

  
	
   

  	
  11.2

  	
  Amendment — Consolidation or Merger.

  	
  46

  
	
   

  	
  11.3

  	
  Termination of the Plan.

  	
  46

  
	
   

  	
  11.4

  	
  Allocation of the Fund on
  Termination of Plan.

  	
  46

  
	
  SECTION
  12

  	
  FUNDING

  	
  48

  
	
   

  	
  12.1

  	
  Contributions to the Fund.

  	
  48

  
	
   

  	
  12.2

  	
  Fund for Exclusive Benefit of
  Participants, and Beneficiaries.

  	
  48

  
	
   

  	
  12.3

  	
  Disposition of Credits and
  Forfeitures.

  	
  48

  
	
   

  	
  12.4

  	
  Funding
  Agent.

  	
  48

  
	
   

  	
  12.5

  	
  Investment Manager.

  	
  48

  
	
  SECTION
  13

  	
  FIDUCIARIES

  	
  49

  
	
   

  	
  13.1

  	
  Limitation of Liability of the
  Employer and Others.

  	
  49

  
	
   

  	
  13.2

  	
  Indemnification of Fiduciaries.

  	
  49

  
	
   

  	
  13.3

  	
  Scope of Indemnification.

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


iii

















 


	
  APPENDIX
  G

  	
  —

  	
  FORMER
  PARTICIPANTS IN SCIENCE KIT, INC. RETIREMENT PLAN

  	
  G-1

  
	
   

  	
   

  	
   

  	
   

  
	
  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,” and formerly known as the VWR Scientific
Products Corporation Retirement Plan) was adopted effective March 1, 1986, by
VWR International, Inc. (formerly known as VWR Scientific Products Corporation)
and is amended and restated effective January 1, 2001.


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


NOW, THEREFORE, effective January 1, 2001, VWR does
hereby adopt the amended and restated Plan as set forth in the following pages.

















SECTION
1


 


DEFINITIONS


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


1.1          
Accrued Benefit means on any date, the
benefit determined under the formula specified in Section 4.1 as of such
date.


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


1.3          
Annuity Starting Date means:


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


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


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


1.5          
Applicable Mortality Table means
the table described in Rev. Rule. 95-6, or any successor table prescribed by
the Commissioner of Internal Revenue in revenue rulings, notices, or other
published guidance under section 417(e)(3) of the Code.


1.6          
Beneficiary means the person or persons
designated to be the Beneficiary by the Participant in writing to the
Retirement Committee.  In the event a married Participant designates
someone other than his or her spouse as Beneficiary, such designation shall be
invalid unless the spouse consents in a writing which is notarized or witnessed
by a Plan representative.  If no designated Beneficiary survives the
Participant, the benefits shall be paid to the Participant’s estate.


1.7          
Code means the Internal Revenue Code of 1986, as
amended and including all regulations promulgated pursuant thereto.


 


2

















1.8          
Credited Service means years and months of
employment during a Period of Service.  Credited Service shall also
include years and months of employment with certain predecessor employers as
described in Appendices to this Plan.  Notwithstanding the foregoing,
effective January 30, 2001, for benefit accrual purposes, Credited Service
shall not include service as an Expatriate.


1.9          
Disabled means a physical or mental condition of a
person which qualifies him or her to receive benefits from an Employer’s
disability plan designed to benefit totally and permanently disabled employees,
or which would qualify such person to receive benefits if he or she were
covered by such disability plan.


1.10         Earnings means an employee’s salary or wages for the
calendar year.  Earnings shall include bonuses, commissions, overtime,
severance payments, and salary reduction contributions made by an employee to a
benefit plan, but shall not include such items as reimbursement of moving
expenses, car allowances, club dues, income attributable to life insurance, or
any other nonsalary items.  If an employee elects to receive severance
payments in a single lump sum in lieu of monthly installments, such payments
shall be treated for purposes of this Plan as if they had been made in equal
monthly installments over the period of time provided by the Employer’s
severance pay plan.


With respect to benefits accruing after December 31,
1993, but prior to January 1, 2002, Earnings shall not include the amount of
any annual Earnings received by a Participant in excess of $150,000, as
adjusted by the Commissioner of Internal Revenue for increases in the cost of
living in accordance with section 401(a)(17)(B) of the Code, as amended by
the Omnibus Budget Reconciliation Act of 1993.  With respect to benefits
accruing after December 31, 2001, Earnings shall not include the amount of any
annual Earnings received by a Participant in excess of $200,000, as adjusted
for increases in the cost of living in accordance with section 401(a)(17)(B)
of the Code.  The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding twelve months, over which Earnings are
determined (the “determination period”) beginning in such calendar year. 
If a determination period consists of fewer than twelve months, the limit shall
be multiplied by a fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is twelve.


If Earnings for any prior determination period are
taken into account in determining a Participant’s benefits accruing in any Plan
Year beginning after December 31, 1993, but prior to January 1, 2002, the
Earnings for such prior determination period are subject to the limit in effect
for such prior determination period.  For this purpose, for determination
periods beginning before January 1, 1994, the annual limit is $150,000.


 


3

















 


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


1.11         Eligible Employee means any person employed by
the Employer as a common law employee provided he or she is not:


(a)          
An employee covered by a collective bargaining agreement resulting from
negotiations in which retirement benefits were the subject of good faith
bargaining, unless there is an agreement that this Plan shall cover employees
within the bargaining unit;


(b)          
A Temporary Employee;


(c)          
Effective January 30, 2001, an Expatriate;


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


(e)          
Any other individual who is classified by the Employer as an independent
contractor or in any other category which is not a common law employee, as
reflected in the 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 such individual is classified by
any governmental or regulatory authority, or by any court.  If the
Employer reclassifies an individual as an employee, such reclassification shall
apply prospectively from the date of such reclassification (and not
retroactively to the date on which he or she was found to have first become an
employee for any other purpose), unless the Employer specifically provides
otherwise.


1.12         Employer means VWR and any affiliate of VWR which
adopts the Plan with the approval of VWR.  For purposes of applying to
this Plan sections 401, 410, 411, and 415 of the Code which relate to
qualified retirement plans generally, minimum participation and vesting
standards, and limitations on benefits and contributions under qualified
retirement plans, all employees of businesses under common control shall be
considered to be employed by a single employer.  In determining whether
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 applying
section 414(b) and (c) of the Code to the limitations on benefits set
forth in Section 8.2, the phrase “more than 50 percent” shall be
substituted for the phrase “at least 80 percent” each place it appears in
section 1563(a)(1) of the Code.


 


4

















 


1.13         Employment Commencement Date means
the date on which an Eligible Employee first completes an Hour of Service for
the Employer during the current period of employment.


1.14         ERISA means the Employee Retirement Income Security Act
of 1974, as amended.


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


1.16         Final Average Monthly Earnings
means one sixtieth of the total Earnings received by the Participant in the
five consecutive calendar year period during which such total Earnings are the
highest.  If a Participant who was credited with Periods of Service and/or
Credited Service under Section 6.2 as a Disabled employee received
Earnings before and after the Disability period, the Disability period shall be
disregarded in computing consecutive calendar years so that Earnings received
immediately before and after the Disability period shall be deemed to have been
paid in consecutive periods.  If a Participant becomes entitled to a
benefit under the Plan before he or she has received Earnings for a period of
five consecutive calendar years, such Participant’s Final Average Monthly
Earnings shall be determined by dividing the total Earnings the Participant has
received during the full and partial calendar years of his or her employment by
the number of months during which such Earnings were received.  The Final
Average Monthly Earnings of a Participant who has Terminated shall be
determined by taking into account any severance payments to which the
Participant is entitled, whether or not the Participant has yet received such
payments.


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


1.18         Foreign Affiliate means Merck KGaA, Darmstadt,
Germany (“Merck”), or any entity which is a direct or indirect subsidiary of
Merck and which is not an American employer (as defined in section 3121(h)
of the Code).


1.19         Frozen Final Average Accrued Benefit
means 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 a
fraction (not less than one), the numerator of which is the Participant’s Final
Average Monthly Earnings as of the date of determination, and the denominator
of which is the Participant’s Final Average Monthly Earnings as of December 31,
1993, under the provisions of the Plan in effect on such date.


 


5

















 


1.20         Fund means the fund or funds into which shall be paid all
contributions and from which all benefits shall be paid under this Plan. 
It shall include, without limitation, any annuity contract, trust fund, and/or
assets managed by an Investment Manager.


1.21         Funding Agent means the trustee or insurance
company who receives, holds, invests, and disburses the assets of the Fund in
accordance with the terms and provisions set forth in a trust agreement or an
annuity contract.


1.22         Hour of Service means each hour for which an
employee is paid or entitled to payment for the performance of duties for the
Employer.


1.23         Investment Manager means any fiduciary (other
than the Funding Agent) who:


(a)          
has the power to manage, acquire, or dispose 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 reason of paragraph (1) of
section 203A(a) of such Act, is registered as an investment adviser under
the laws of the state referred to in such paragraph (1) in which it
maintains its principal office and place of business; or


(ii)          
a bank, or


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


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


1.24         Leased Employee means any person who is not an
employee of the Employer and who provides services to the Employer if (i) such
services are provided pursuant to an agreement between the Employer and any
other person (a “leasing organization”), (ii) such person has performed such
services for the Employer (or for the Employer and related persons) 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 of the
Employer.  Notwithstanding the foregoing, if all such leased employees
constitute less than 20 percent of the nonhighly compensated work force (within
the meaning of


 


6

















 


Code
§414(n)(5)(C)(ii)) of the Employer, the term “Leased Employee” shall not
include any leased employee covered by a plan maintained by the employer of the
leased employee and described in Code §414(n)(5).


1.25         Participant means any Eligible Employee who
qualifies for participation under Section 2.  A nonvested Participant
shall cease to be a Participant on the date he or she Terminates.  A
vested Participant shall cease to be a Participant when his or her benefit
payments are completed.


1.26         PBGC means the Pension Benefit Guaranty Corporation.


1.27         Period of Service means the period of time
commencing with the Employment Commencement Date and ending on the Severance
From Service Date.  Nonsuccessive periods are aggregated to determine the
employee’s total Period of Service.  For vesting and eligibility purposes,
an employee’s Period of Service shall also include the following:


(a)          
Periods not in Service due to Temporary Termination; and


(b)          
Periods of Service required by section 414(a)(1) of the Code or under
Treasury Regulations issued pursuant to section 414(a)(2) of the Code, and
Service with any employer which is a member of a controlled group of
corporations (within the meaning of section 414(b) of the Code) which
includes the Employer, with any trade or business under common control (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 the meaning
of section 414(m) of the Code) with the Employer, or with any other
employer required to be aggregated with the Employer under section 414(o) of
the Code.  Also, Periods of Service shall include service required under
section 414(n) of the Code relating to employees leased to the Employer or
to an employer which is aggregated under section 414(b), (c), (m), or (o)
of the Code.


1.28         Plan means the “VWR International, Inc. Retirement Plan”
set forth in this document, as from time to time amended.


1.29         Plan Administrator means the person or entity
designated in Section 10 to administer the Plan.


1.30         Plan Year means the twelve-month period commencing
each January 1 and ending each December 31.


1.31         Qualified Domestic Relations Order
means a qualified domestic relations order as defined in section 414(p) of
the Code.


 


7

















 


1.32         Retirement Committee means the Committee as
from time to time constituted and appointed by VWR to administer the Plan.


1.33         Section 401(a)(17) Participant
means a Participant whose Accrued Benefit as of any date on or after January 1,
1994, is based on Earnings for a Plan Year beginning prior to January 1, 1994,
that exceeded $150,000.


1.34         Service means periods for which an employee is paid or
entitled to payment for the performance of duties for the Employer.


1.35         Severance From Service Date means the
date on which an employee quits, retires, is discharged or dies.


1.36         Temporarily Terminated means Terminated
but subsequently rehired and in Service within one year of the Severance From
Service Date.


1.37         Temporary Employee means any individual who
is (i) employed by the Employer for a temporary period or without a regular
work schedule, and (ii) classified by the Employer as temporary.


1.38         Terminated means no longer in Service or employed as
an employee with the Employer because the employee has quit, retired, been
discharged, died, or has sustained a one year period of absence for any other
reason.


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


 


8

















 


SECTION
2


 


PARTICIPATION


2.1          
Eligibility for Participation.


Each Eligible Employee shall become a Participant
under this Plan upon completing one year of Credited Service.


2.2          
Reemployment After a Termination.


Upon the reemployment of a Terminated former
Participant as an Eligible Employee, he or she shall immediately become a
Participant.


2.3          
Special Rules for Certain
Participants.


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


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


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


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


(d)          
Former Employees of Acquired Companies, Appendix D.


(e)          
Transfer of Employees between VWR Scientific Products Corporation and Momentum
Distribution Inc. prior to April 1, 1992, Appendix E.


(f)           
Former Employees of Baxter International, Inc., Appendix F.


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


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


(i)           
Former Employees of Merck and Subsidiaries, Appendix I.


 


9

















 


SECTION
3


 


RETIREMENT DATES


3.1          
Regular Retirement Date.


The Regular Retirement Date for a Participant shall be
the first day of the month on which the Participant is eligible to receive his
or her full Social Security benefit.  Under the Social Security Act, the
date on which a Participant is eligible to receive full Social Security benefits
is determined in accordance with the following table:


	
  If
  Participant was born in

  	
   

  	
  If
  Participant will be age 62 in

  	
   

  	
  Participant’s
  Age for full benefit; 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, IO mos

  	
   

  
	
  1960 or later

  	
   

  	
  2022 or later

  	
   

  	
  67 yrs

  	
   

  



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


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


3.2          
Early Retirement Date.


Each Participant who attains age 55 and completes a
fifteen- (15-)year Period of Service may elect, in writing, an Early Retirement
Date.  Such Early Retirement Date shall be before the Regular Retirement
Date and after Termination on


 


10

















 


the
first day of any month coinciding with or following the date the early
retirement requirements are met.


3.3          
Deferred Retirement Date.


The Deferred Retirement Date for a Participant who
continues working after the Regular Retirement Date shall be:


(a)          
in the case of a Participant who reaches age 70-1/2 prior to January 1, 1999,
or who is a five-percent owner (within the meaning of
section 401(a)(9)(C)(ii) of the Code), the earlier of (i) the first day of
the month coinciding with or next following his or her Termination date, or
(ii) April 1 of the calendar year following the year in which the Participant
reaches age 70-1/2; and


(b)          
in the case of a Participant who is not a five-percent owner and who reaches
age 70-1/2 on or after January 1, 1999, the first day of the month coinciding
with or next following his or her Termination date, or, if the Participant so
elects, April 1 of the calendar year following the year in which the
Participant reaches age 70-1/2, if earlier.


3.4          
Retirement Date.


The Retirement Date for a Participant shall be the
date specified in Sections 3. 1, 3.2, or 3.3.  The Retirement Date is
the Annuity Starting Date.  Notwithstanding any other provision of the
Plan, all distributions under the Plan shall comply with section 401(a)(9)
of the Code, including the minimum distribution incidental benefit requirements
of section 401(a)(9)(G) of the Code, and regulations issued thereunder
(Prop. Treas. Reg. §1.401(a)(9)-l through §1.401(a)(9)-8 or any successor
thereto).  This Section 3.4 and section 401(a)(9) of the Code
shall take precedence over any distribution options in the Plan inconsistent
with this Section 3.4 or section 401(a)(9) of the Code.  With
respect to distributions under the Plan made in calendar years beginning on or
after January 1, 2001, the Plan shall apply the minimum distribution
requirements of section 401(a)(9) of the Code in accordance with the regulations
thereunder which were proposed in January 2001, notwithstanding any provision
of the Plan to the contrary.  This provision shall continue in effect
until the end of the last calendar year beginning before the effective date of
final regulations under section 401(a)(9) of the Code or such other date
as is specified in guidance published by the Internal Revenue Service.


 


11

















 


SECTION
4


 


RETIREMENT BENEFITS


4.1          
Accrued Benefit.


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


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


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


(i)           
1% of Final Average Monthly Earnings; plus


(ii)          
3/4 of 1% of Final Average Monthly Earnings in excess of the integration
level.  For the purposes of this Section 4.1, the integration level
is 1/36 of the Social Security maximum taxable wage base, as defined under
Section 230 of the Social Security Act, in the year of Termination,
provided that the 1/36 Social Security maximum taxable wage base shall not
exceed 1/12 of covered compensation as defined under section 401(1) of the
Code and regulations thereunder; or


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


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


The Final Average Accrued Benefit of a
Section 401(a)(17) Participant who is eligible to receive retirement
income under the Plan shall be a monthly income equal to the greater of (1) or
(2) below, where:


(1)          
is the sum of (A) and (B) below,


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


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


 


12

















 


Average
Monthly Earnings and Credited Service as of the date of determination, but
disregarding Credited Service prior to January 1, 1994 (except for purposes of
the 33-year limit under paragraph (b) above);


and


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


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


4.2          
Regular Retirement Benefit.


A Participant’s monthly Regular Retirement Benefit
shall equal his or her vested Accrued Benefit as of the date of Termination
Actuarially adjusted for form of payment and any prior distributions.


4.3          
Early Retirement Benefit.


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


	
  Number
  of years Prior to Regular Retirement Date

  	
   

  	
  General
  Reduction Factor

  	
   

  	
  Section 4.1(b)(ii)
  Reduction 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

  	
   

  



 


13

















 


	
  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 Date includes partial
years, the percentages to be applied to the two benefit factors shall be
interpolated from the above table.


4.4          
Deferred Retirement Benefit.


A Participant’s Deferred Retirement Benefit shall
equal his or her vested Accrued Benefit as of the date of Termination, and
Actuarially adjusted for form of payment and any prior distributions, and, to
the extent required under section 401(a)(9) of the Code, to reflect
commencement after age 70-1/2.  Additional benefit accruals after a
Participant’s Regular Retirement Date shall be offset by any adjustment attributable
to the delay in distribution of benefits after age 70-1/2, as permitted under
section 411-(b)(1)(H)(iii)(II) of the Code.  There shall be no
Actuarial adjustment to reflect the deferred commencement of benefits prior to
age 70-1/2.  Service and Earnings beyond the Regular Retirement Date shall
be taken into consideration, subject to the 33-year limit in
Section 4.1.  In no event shall the benefit provided under this
paragraph be less than the retirement benefit to which the Participant would
have been entitled if he or she had actually retired on the Regular Retirement
Date.


4.5          
Reemployment After Retirement.


Upon reemployment, a Participant shall continue to
receive retirement benefits and resume accruing benefits under the Plan. 
Benefits shall be adjusted to reflect additional accruals 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 and Earnings at the time of subsequent retirement, and shall be reduced
by the Actuarial Equivalent value of benefits previously received by the
Participant, except as otherwise provided in Section 5.5.  In no
event shall the benefit provided upon subsequent retirement be less than the
initial retirement benefit.


4.6          
Suspension of Payments.  Except as
otherwise provided in Section 3.3, Section 4.4, and Section 4.5,
no pension payments shall be made for any period in which a Participant is in
“Substantial Employment.”  A Participant is in Substantial Employment if
the Participant has remained in or returned to employment with the Employer
during any calendar month subsequent to the date the Participant reaches age 65
and works at least eight days in such calendar month (or during a four- or
five-week payroll period ending in such calendar month).  For this
purpose, a Participant shall be treated as working on any day during which he
or she performs at least one Hour


 


14

















 


of
Service.  If all or a portion of a Participant’s pension payments are
suspended for any period after he or she reaches age 65, the Retirement
Committee shall notify the Participant, by personal delivery or first class
mail, during the first calendar month commencing on or after the date the
Participant reaches age 65 in which the Plan withholds payments, that his or
her benefits are suspended, in accordance with the requirements set forth in 29
C.F.R. §2530.203-3(b)(4).


A Participant’s pension payments shall commence,
subject to offset as provided by 29 CFR §2530.203-3(b)(2) and (3), no later
than the first day of the third calendar month after the calendar month in
which the Participant ceases to be in Substantial Employment.  The pension
payable when the Participant ceases to be in Substantial Employment shall be
determined in accordance with Section 4.4 or 4.5, whichever is applicable
at such time, and shall be based on his or her total Credited Service (to a
maximum of 33 years).


Every Participant must notify the Retirement Committee
of any employment with the Employer subsequent to the time his or her pension
payments from the Plan commence.  A Participant may request that the
Retirement Committee render a determination pursuant to Section 10.5 as to
whether specific contemplated employment would constitute Substantial
Employment.


4.7          
Benefit; for Former Participants.


Except as otherwise specifically provided in the Plan,
eligibility for benefits and the amount of such benefits for a former
Participant who retired or otherwise separated from service with the Employer
before January 1, 2001, shall be based upon the provisions of the Plan in
effect on the Participant’s date of Termination.  An employee who
Terminates prior to becoming a Participant in this Plan may be eligible for benefits
under a predecessor employer plan but is not eligible for benefits under this
Plan.  However, if a Terminated Participant has had an hour of service on
or after January 1, 1976, and is living on August 23, 1984, a spouse’s death
benefit maybe payable under Section 6.1(c) if the requirements of that
section are met.


 


15

















 


SECTION
5


 


 FORMS OF PAYMENT


5.1          
Forms of Payment.


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


(a)          
Whole Life Annuity


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


(b)          
Joint and Survivor Annuity


A reduced Joint and Survivor Annuity shall be payable
monthly to a retired Participant from the Annuity 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 of
the Participant’s death.  A Participant may elect which percentage shall
be payable to the spouse.


If the spouse dies after the Participant’s Annuity
Starting Date, the Participant’s payments shall be in the same reduced amount
as is otherwise payable under the Joint and Survivor Annuity.  If the
spouse dies prior to the Participant’s Annuity Starting Date, any election of a
form of benefit under this paragraph (b) shall be automatically
canceled.  If the Participant dies prior to the Annuity Starting Date, the
spouse shall not be entitled to receive any payments under this
Section 5.1.


The 50% Joint and Survivor Annuity shall be equal to
90% of the Participant’s retirement benefit payable in the form of a Whole Life
Annuity.


The 100% Joint and Survivor Annuity shall be equal to
80% of the Participant’s retirement benefit payable in the form of a Whole Life
Annuity.


(c)          
Period Certain and Life Annuity


A reduced Period Certain and Life Annuity shall be
payable monthly from the Annuity Starting Date to the first of the month
preceding death, but in no event shall less than a certain number of monthly
payments be made.  A Participant may elect the period certain and number
of monthly payments under the table below.  If the Participant dies before
receiving the applicable number of monthly payments, the remaining


 


16

















 


payments
shall continue to be made to his or her designated Beneficiary.  If both
the Participant and the 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 the Participant and the Beneficiary.  The total value of
the Period Certain and Life Annuity shall be equal to the portion of the
Participant’s retirement benefit payable in the form of a Whole Life Annuity,
specified in the table below:


	
  Period
  of Years

  	
   

  	
  Number
  of Monthly Payments

  	
   

  	
  Total
  Benefit Reduction Factor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  60

  	
   

  	
  .98

  	
   

  
	
  10

  	
   

  	
  120

  	
   

  	
  .92

  	
   

  
	
  15

  	
   

  	
  180

  	
   

  	
  .85

  	
   

  
	
  20

  	
   

  	
  240

  	
   

  	
  .75

  	
   

  



If any
benefit is payable to the Participant’s or Beneficiary’s estate under this
paragraph, such benefit shall be payable in a single sum amount.  The
single sum amount shall be the present value of the benefit under this
paragraph, determined by using the interest rate used in this Plan for
determining Actuarial Equivalency.


5.2          
Automatic Form of Benefit.


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


(a)          
Married Participants


Any Participant who is married on his or her Annuity
Starting Date shall automatically be deemed to have elected the 50% (or, if the
Participant so elects in writing during the election period described in
Section 5.1, 100%) Joint and Survivor Annuity, effective as of such date,
with his or her spouse as the joint annuitant.


A Participant may reject the Joint and Survivor
Annuity by filing a written notice with the Retirement Committee prior to the
Annuity Starting Date.  Such notice must be signed by the Participant’s
spouse and the spouse’s signature must be notarized or witnessed by a Plan
representative.  In the event the Joint and Survivor Annuity is rejected,
benefits shall be paid in the form of a Whole Life Annuity, unless another
option is elected.  The election of an optional benefit or the designation
of a Beneficiary other than the spouse may not be changed without spousal
consent or the spousal consent must permit designations by the Participant
without further consent by the spouse.


A Participant may file a rejection notice or revoke
any such notice at any time during the election period described in
Section 5.1.


 


17

















 


(b)          
Other Participants


Any other Participant shall receive his or her
retirement benefits in the form of a Whole Life Annuity, unless another option
is elected.


5.3          
Limitation on Joint Annuitant.


A Participant may not elect a joint annuitant other
than his or her spouse.


5.4          
Explanation of Forms of Payment.


The Retirement Committee shall furnish each
Participant with a written explanation of the terms and conditions of the forms
of payment, and of his or her right to defer commencement of benefit payments
until his or her Regular Retirement Date, if applicable, not more than ninety
(90) days and not less than thirty (30) days prior to the Annuity Starting
Date; provided, however, that distributions of a Participant’s benefit may
commence less than thirty days after such explanation is given to the
Participant if:


(a)          
The Retirement Committee clearly informs the Participant that he or she has a
right to a period of at least thirty (30) days after receiving such explanation
to consider whether to waive the automatic form of payment described in
Section 5.2 and, if applicable, to consider whether to commence receipt of
his or her benefit before his or her Regular Retirement Date;


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


(c)          
The Participant is permitted to revoke his or her affirmative election at least
until his or her Annuity Starting Date or, if later, at any time prior to the
expiration of the seven- (7-) day period that begins the day after the
explanation is provided to the Participant;


(d)          
The Participant’s Annuity Starting Date is after the date the explanation is
provided to the Participant, except as otherwise permitted under
section 417(a)(7) of the Code and Treasury regulations issued thereunder;
and


(e)          
Distribution in accordance with the Participant’s affirmative election does not
commence before the expiration of the seven- (7-) day period that begins on the
day after the explanation is provided to the Participant.


 


18

















 


5.5          
Small Benefit; and Repayment of
Benefit.


Effective for Participants Terminating on and after
January 1, 1998, in cases where the present value of a vested or payable
benefit of a Terminating Participant is not greater than $5,000 (and, in the
case of a distribution made prior to October 17, 2000, was not greater than
$5,000 at the time of any prior distribution), the benefit shall be paid in a
lump-sum distribution as soon as practicable after Termination.  For
purposes of this paragraph, the present value shall be based upon the
Applicable Interest Rate and the Applicable Mortality Table.  A
Participant who has no vested benefit at the time of his or her Termination
shall be deemed to receive a distribution in the amount of $0 under this
Section 5.5 as of the date of such Termination.


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


5.6          
Direct Rollovers.


(a)          
Direct Rollovers.  Notwithstanding any provisions of the Plan to
the contrary that would otherwise limit a distributee’s election under this
Section 5.6, a distributee may elect, at the time and in the manner
prescribed by the Retirement Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover.


(b)          
Definitions.


(1)          
Eligible rollover distribution:  An eligible rollover distribution
is any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include:  any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee’s designated Beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).


 


19

















 


(2)          
Eligible retirement plan:  An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee’s
eligible rollover distribution.  However, in the case of an eligible
rollover distribution to a surviving spouse prior to January 1, 2002, an
eligible retirement plan is only an individual retirement account or individual
retirement annuity.


Effective for Eligible Rollover Distributions made
after December 31, 2001, an eligible retirement plan shall also mean an annuity
contract described in section 403(b) of the Code and an eligible plan
under section 457(b) of the Code which is maintained by a state, a
political subdivision of a state, or any agency or instrumentality of a state
or political subdivision of a state which agrees to account separately for
amounts transferred into such plan from this Plan.


(3)          
Distributee:  A distributee includes an employee or former
employee.  In addition, the employee’s or former employee’s surviving
spouse and the employee’s or former employee’s spouse or former spouse who is
the alternate payee under a Qualified Domestic Relations Order are distributees
with regard to the interest of the spouse or former spouse.


(4)          
Direct rollover:  A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.


 


20

















 


SECTION
6


 


DEATH AND DISABILITY BENEFITS


6.1          
Spouse’s Death Benefit.


In the event a vested Participant dies before his or
her Annuity Starting Date, his or her spouse shall receive a pre-retirement
death benefit.  The amount of the spouse’s benefit and time of commencement
is described below.  The spouse of a nonvested Participant, or of a
Participant who dies on or after his or her Annuity Starting Date, is not
entitled to this death benefit.


(a)          
Death After Earliest Retirement Date


If the Participant dies before his or her Annuity
Starting Date and after his or her Earliest Retirement Date, the spouse’s
benefit shall be paid monthly from the first of the month coinciding with or
following the Participant’s death through the first of the month preceding the spouse’s
death.  For purposes of this Section 6.1, a Participant’s “Earliest
Retirement Date” means the earliest date on which he or she 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 the Participant dies after electing a 100% Joint and Survivor Annuity under
Section 5.2(a) during the 90-day period ending on the first of the month
coinciding with or following the Participant’s death, 80%) of the benefit in
the form of a single life annuity to which the Participant would have been
entitled if his or her Retirement Date were immediately before the date of his
or her death.


(b)          
Death Prior to Earliest Retirement Date and Termination


If the Participant Terminates due to death and prior
to his or her Earliest Retirement Date, the spouse’s benefit shall be paid
monthly from the Participant’s Earliest Retirement Date through the first of
the month preceding the spouse’s death.  The benefit shall equal 45% (or,
if the Participant dies after electing a 100% Joint and Survivor Annuity under
Section 5.2(a) during the 90-day period ending on his or her Earliest
Retirement Date, 80%) of the benefit to which the Participant would have been
entitled at his or her Earliest Retirement Date.  The Participant shall be
deemed to continue accruing Periods of Service and Credited Service until the
Earliest Retirement Date.


(c)          
Death Prior to Earliest Retirement Date and After Termination


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


 


21

















 


Earliest
Retirement Date through the first of the month preceding the spouse’s
death.  The Earliest Retirement Date shall be determined as if he or she
had survived but not accrued Periods of Service or Credited Service past date
of death.  The benefit shall equal 45% (or, if the Participant dies after
electing a 100% Joint and Survivor Annuity under Section 5.2(a) during the
90-day period ending on his or her Earliest Retirement Date, 80%) of the
benefit to which the Participant would have been entitled at his or her
Earliest Retirement Date.  If the Participant has not had an hour of
service on or after January 1, 1976, the Participant is not eligible for a
benefit under this paragraph.


(d)          
Spousal Consent to Annuity Commencement


Notwithstanding the provisions of paragraphs (a)
through (c) above, survivor annuity payments under this Section 6.1 shall
not commence prior to the date on which the Participant would have attained his
Regular Retirement Date (or, if earlier, the later of age 65 or the fifth
anniversary of the Participant’s commencement of participation in the Plan)
unless the spouse consents to the commencement of such payments at an earlier
date.  If the spouse elects to defer commencement of the survivor annuity
beyond the date otherwise provided under paragraphs (a) through (c), the amount
of the survivor annuity shall be adjusted to reflect the amount of the Joint
and Survivor Annuity which would have been payable to the Participant on such
deferred commencement date.


(e)          
Benefit Payable to Child


If this Section 6.1 would apply to a Participant
but for the fact that there is no surviving spouse, and if such Participant is
survived by a child under age twenty-one, then the monthly benefit provided for
in paragraphs (a) through (c) above shall be paid to such child until the
first day of the month in which he or she attains age twenty-one; and if there
are two or more such children, the benefit shall be divided equally among them;
and if any of such children’s benefits cease by virtue of their attaining age
twenty-one, the benefits shall be divided equally among the remaining eligible
children.  The monthly benefit payable under this paragraph shall commence
on the first of the month coinciding with or following the Participant’s death,
and the benefit shall not be Actuarially adjusted to reflect immediate
commencement.


6.2          
Disability Benefits.


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


 


22

















 


SECTION
7


 


VESTING


7.1          
Vesting.


Each Participant shall have a vested, nonforfeitable
right to his or her Accrued Benefit multiplied by the appropriate vesting
percentage in accordance with the following table:


	
  Period
  of

  	
   

  	
  Percent
  Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 5 years

  	
   

  	
  0%

  	
   

  
	
  5 years or more

  	
   

  	
  100%

  	
   

  



In addition, each employee shall have a I 00%
nonforfeitable right to his or her Accrued Benefit upon attaining age 65 while
in the service of the Employer.  An employee who Terminates with a 0%
vested benefit shall be deemed “nonvested”.


7.2          
Deferred Vested Benefit.


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


Payment of a Participant’s vested Accrued Benefit,
reduced in accordance with the factors set forth in Section 4.3 and
Actuarially adjusted for form of payment and any prior distributions, shall
commence not later than the 60th day after the close of the Plan Year in which
occurs the latest of


(a)          
the date the Participant attains age 65;


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


(c)          
the date the Participant Terminates.


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


A Participant who Terminates after completing a
fifteen- (15-)year Period of Service but prior to age 55 may elect to commence
receiving his or her vested Accrued


 


23

















 


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


7.3          
Forfeitures.


Any forfeitures arising under this Plan shall be used
only to offset future Employer contributions and shall not affect any
Participant’s Accrued Benefit.


 


24

















 


SECTION
8


 


LIMITATIONS ON BENEFITS


8.1          
Limitations re Highly
Compensated Employees.


(a)          
Restriction of Benefits.  In the event of Plan termination, the
benefit of any highly compensated employee (as defined in section 414(q)
of the Code and regulations thereunder, including any highly compensated former
employee) shall be limited to a benefit which is nondiscriminatory under
section 401(a)(4) of the Code.


(b)          
Restrictions on Distribution.  Annual payments to a Restricted
Participant shall be restricted to an amount equal to the payments that would
be made on behalf of such Restricted Participant under a single life annuity
which is Actuarially Equivalent to the sum of the Restricted Participant’s Accrued
Benefit and his or her other Benefits under the Plan.  However, the
restrictions of this paragraph (b) shall not apply if:


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


(ii)          
The value of the Benefits for such Restricted Participant is less than one
percent of the value of current liabilities.


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


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


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


 


25

















 


(d)          
Inapplicability of Restrictions.  In the event that the provisions
of this Section 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 the Plan.


8.2          
Maximum Annual Benefit Payable
Under the Plan.


Anything to the contrary notwithstanding, a Participant’s
annual benefit shall not exceed the lesser of the Defined Benefit Dollar
Limitation (or, if greater, the Participant’s Accrued Benefit on December 31,
1982), or one hundred percent (100%) of the Participant’s average compensation
during the three (3) consecutive Plan Years when his or her compensation was
the highest.  Subject to the following:


(a)          
A Participant’s annual benefit shall mean the benefit payable annually in the
form of a straight life annuity (with no ancillary benefits), within the
meaning of section 415(b)(2) of the Code, determined in accordance with
the following:


(i)           
Except as provided herein, a Participant’s retirement benefit under the Plan
shall, for purposes of applying the limitations of this Section 8.2, be
adjusted to a straight life annuity beginning at the same age which is the
Actuarial Equivalent of such benefit in accordance with rules determined by the
Commissioner of Internal Revenue.  For purposes of making the foregoing
adjustment to a straight life annuity, there shall not be taken into account
the value of a qualified Joint and survivor annuity provided under the Plan to
the extent that such value exceeds the sum of (A) the value of a straight life
annuity beginning on the same date and (B) the value of any post-retirement
death benefits which would be payable even if the annuity was not in the form
of a joint and survivor annuity.


(ii)          
For purposes of subparagraph (i) above, the annual benefit in the form of
a straight life annuity commencing at the same age that is Actuarially
Equivalent to the Plan benefit shall be the greater of the equivalent annual
benefit computed using the mortality table and interest rate specified in
Section 1.2 and the equivalent annual benefit computed using the
Applicable Mortality Table and an interest rate of five percent (or, in the
case of a benefit in a form that is subject to section 417(e)(3) of the
Code, the Applicable Interest Rate).


(b)          
The “Defined Benefit Dollar Limitation” shall mean, except as otherwise
provided in this Section 8.2:


 


26

















 


(i)           
Except as provided in subparagraph (ii) below, $90,000 (as adjusted by the
Secretary of the Treasury under section 415(d) of the Code for increases
in the cost of living); and


(ii)          
On and after January 1, 2002, with respect to any Participant who has an Hour
of Service on or after such date, $160,000, as adjusted under
section 415(d) of the Code, effective as of January 1 of each year, in
such manner as the Secretary of the Treasury shall prescribe, and payable in
the form of a straight life annuity.


For
purposes 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 calendar year for which the adjustment applies.


(c)          
If the Participant has less than ten (10) years of employment with the
Employer, the 100% of average compensation limitation referred to in this
Section 8.2 shall be reduced by multiplying it by a fraction which has a
numerator equal to the Participant’s years of employment (including fractions
thereof) and which has a denominator equal to ten (10).


(d)          
If the Participant has been a Participant in the plan for fewer than ten (10)
years, the Defined Benefit Dollar Limitation shall be reduced by multiplying it
by a fraction which has a numerator equal to the Participant’s years of
participation (including fractions thereof) and which has a denominator equal
to ten (10).


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


(i)           
If benefit payments commence before the Participant reaches the Social Security
retirement age, and on or after age 62, the Defined Benefit Dollar Limitation
shall be reduced by (A) in the case of a Participant whose Social Security
retirement age is 65, 5/9 of one percent for each month by which benefits commence
before the month in which the Participant attains age 65, or (B) in the case of
a Participant whose Social Security retirement age is greater than 65, 5/9 of
one percent for each of the first 36 months and 5/12 of one percent for each of
the additional months (up to 24 months) by which benefits commence before the
month in which the Participant attains the Social Security retirement age;
provided, however, that this subparagraph (i) shall not apply effective
January 1, 2002, with respect to any Participant who has an Hour of Service on
or after such date.


 


27

















 


(ii)          
If benefit payments commence before the Participant reaches age 62, the Defined
Benefit Dollar Limitation at age 62 (as reduced under subparagraph (i)
above, if necessary) shall be adjusted so that it is the Actuarial Equivalent
of the limitation at age 62.  For purposes of this subparagraph (ii),
the reduced limitation that is the Actuarial Equivalent of such limitation at
age 62 shall be the lesser of the equivalent amount using the interest rate and
mortality table specified in Section 1.2, or the equivalent amount using
an interest rate of five percent and the Applicable Mortality Table.


(iii)         
Prior to January 1, 2002, if benefit payments commence after the Participant
reaches the Social Security retirement age, the Defined Benefit Dollar
Limitation shall be increased so that it is the Actuarial Equivalent of an
annual benefit equal to the Defined Benefit Dollar Limitation beginning at the
Participant’s Social Security retirement age.  On and after January 1,
2002, with respect to any Participant who has an Hour of Service on or after
such date, if benefit payments commence after the Participant reaches age 65,
the Defined Benefit Dollar Limitation (as reduced under paragraph (d)
above, if necessary), shall be increased so that it is the Actuarial Equivalent
of an annual benefit equal to the Defined Benefit Dollar Limitation beginning
at age 65.  For purposes of this subparagraph (iii), the increased
limitation that is the Actuarial Equivalent of such limitation at the Social
Security retirement age shall be the lesser of the equivalent amount using the
interest rate and mortality table specified in Section 1.2, or the
equivalent amount using an interest rate of five percent and no mortality
decrement.


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


(f)           
The term “compensation” as used in this Section 8.2 shall be defined as
per Internal Revenue Service Regulation 1.415-2(d)(2) and (3), but shall
include, effective January 1, 1998, any contributions made by the Employer on
behalf of an employee, by salary reduction pursuant to the employee’s election,
to a cash or deferred arrangement described in section 401(k) of the Code,
a cafeteria plan as defined in section 125(d) of the Code, or a qualified
transportation fringe described in section 132(f)(4) of the Code.


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


(h)          
This Section 8.2, as amended to comply with section 415(b)(2) of the
Code as amended by the Retirement Protection Act of


 


28

















 


1994,
the Small Business Job Protection Act of 1996, and the Taxpayer Relief Act of
1997 (collectively, “GATT”), shall not apply to benefits accrued before January
1, 2000 (“Old-Law Benefits”).  After December 31, 1999, the limitations of
this Section 8.2, as amended to comply with GATT, shall apply to a
Participant’s total accrued benefit, provided that, in any event, the
Participant shall receive no less than his or her Old-Law Benefit, limited to
the extent required under Q/A-15 of Rev. Rule. 98-1, in accordance with Method
2 of Q/A-14 of Rev. Rule. 98-1.


 


29

















 


SECTION
9


 


TOP HEAVY PROVISIONS


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
section 416(g) of the Code, the provisions of this Section 9 shall
govern to the extent they conflict with or specify additional requirements to
the Plan provisions governing Plan Years which are not Top Heavy.


9.2          
Top Heavy Status.


(a)          
Top Heavy


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


The Present Value of Accrued Benefits and/or Aggregate
Account balance of a Participant shall not be taken into account for purposes
of determining Top Heavy status:


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


(ii)          
For Plan Years beginning prior to January 1, 2002, if the Participant has not
been credited with at least one Hour of Service with the Employer at any time
during the Plan Year containing the Determination Date or any of the four
preceding Plan Years; and


(iii)         
For Plan Years beginning on or after January 1, 2002, if the Participant has
not been credited with at least one Hour of Service during the one year period
ending on the Determination Date.


(b)          
Determination Date


Whether the Plan is Top Heavy for any Plan Year shall
be 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.


 


30

















 


(c)          
Valuation Date


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


(d)          
Aggregate Account


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


(e)          
Present Value of Accrued Benefits


“Present Value of Accrued Benefits” means the sum of:


(i)           
the Actuarial Equivalent present value of the accrued normal retirement benefit
under the Plan as of the Valuation Date; and


(ii)          
in determining whether the Plan is Top Heavy for Plan Years beginning prior to
January 1, 2002, distributions prior to the Valuation Date, made during the
Plan Year that contains the Determination Date and the four preceding Plan
Years; and


(iii)         
in determining whether the Plan is Top Heavy for Plan Years beginning on or
after January 1, 2002, (A) any part of any distribution made during the
one-year period ending on the Determination Date on account of separation from
service, death, or disability, and (B) any part of any distribution, for
any reason other than separation from service, death, or disability, during the
five-year period ending on the Determination Date.


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


Unrelated rollovers or transfers shall be considered
distributions.  A related rollover or transfer shall not be considered a
distribution.  An unrelated rollover or transfer is one which is both
initiated by the employee and made between plans of different employers. 
A related rollover or transfer is one which is either not initiated by the
employee or made between plans of the same employer.


For purposes of subparagraph (i) above, the
Present Value of Accrued Benefits shall include benefits attributable to
voluntary or mandatory employee contributions, unrelated rollovers or transfers
accepted prior to January 1, 1984, and


 


31

















 


related
rollovers or transfers accepted at any time.  The present value of accrued
benefits shall not include benefits attributable to voluntary deductible
employee contributions, or unrelated rollovers or transfers accepted after
January 1, 1984.


Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is Top Heavy, the accrued benefit 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 plans maintained by the Employer, or
(ii) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
section 411(b)(1)(C) of the Code.


(f)           
Key Employee


“Key Employee” shall be determined as follows:


(i)           
For purposes of determining whether the Plan is Top Heavy for Plan Years
beginning prior to January 1, 2002, a “Key Employee” is any employee or former
employee of the Employer who, at any time during the Determination Period, is:


(A)         
an officer of the Employer whose annual compensation (as defined in
section 414(q)(4) of the Code) exceeds 50% of the dollar limitation under
section 415(b)(1)(A) of the Code;


(B)          
one of the ten employees owning the largest interest in the Employer who owns
more than a 0.5% interest of the Employer, and who earns more than the dollar
limitation under section 415(c)(1)(A) of the Code;


(C)          
an employee who owns more than 5% of the Employer; or


(D)         
an employee who owns more than 1% of the Employer with annual compensation from
the Employer that exceeds $150,000.


(ii)          
For purposes of determining whether the Plan is Top Heavy for Plan Years
beginning on and after January 1, 2002, a “Key Employee” is any employee or
former employee of an Employer who, at any time during the Plan Year that
includes the Determination Date, is:


(A)         
an officer of the Employer whose annual compensation (as defined in
section 415(c)(3) of the Code) is greater than


 


32

















 


$130,000
(as adjusted under section 416(i)(1) of the Code for Plan Years beginning
after December 31, 2001);


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


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


(iii)         
The Beneficiaries of a Key Employee shall also be considered Key Employees.


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


(v)          
For purposes of subparagraph (i)(B), if two employees have the same
interest in the Employer, the employee having the greater annual compensation
from the Employer shall be treated as having the larger interest.


(vi)         
The determination of who is a Key Employee shall be made in accordance with
section 416(i)(1) of the Code and the Treasury regulations thereunder.


(g)          
Aggregation Group


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


(i)           
The Required Aggregation Group includes each plan of the Employer in which a
Key Employee is a participant in the Plan Year containing the Determination
Date (or, for purposes of determining whether the Plan is Top Heavy for Plan
Years beginning prior to January 1, 2002, any of the four preceding Plan
Years), and each other plan of the Employer which, during this period, enables
any plan in which a Key Employee participates to meet the minimum participation
standards or nondiscriminatory contribution requirements of sections 401(a)(4)
and 410 of the Code.


 


33

















 


(ii)          
A Permissive Aggregation Group may include any Employer-sponsored plan,
provided the group as a whole continues to satisfy the minimum participation standards
and nondiscriminatory contribution requirements of sections 401(a)(4) and
410 of the Code.


Each plan belonging to a Required Aggregation Group
shall be deemed Top Heavy, or non-Top Heavy in accordance with the group’s
status.  In a Permissive Aggregation Group that is determined Top Heavy
only those plans that are required to be aggregated shall be Top Heavy. 
In a Permissive Aggregation Group that is not Top Heavy, no plan in the group
shall be Top Heavy.


9.3          
Minimum Benefit.


(a)          
General Rule


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


(i)           
two percent multiplied by Top Heavy Periods of Service; or


(ii)          
twenty percent,


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


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


For purposes of satisfying the minimum benefit
requirements of section 416(c)(1) of the Code and this Section 9.3
with respect to Plan Years beginning after December 31, 2001, in determining
Top Heavy Periods of Service, any service with the Employer shall be
disregarded to the extent that such Periods of Service occur during a Plan Year
when the Plan benefits (within the


 


34

















 


meaning
of section 410(b) of the Code) no Key Employee or former Key Employee.


(b)          
Special Two Plan Rule


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


9.4          
Vesting.


(a)          
Top Heavy Schedule


For any Top Heavy Plan Year, each Participant who
completes an Hour of Service in such Year shall become vested and have a
nonforfeitable right to retirement benefits he or she has earned under the Plan
in accordance with the following table, provided, however, that a Participant’s
vesting percentage shall not be less than the percentage determined under the
table 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)          
Return to Non-Top Heavy Status


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


In the event of such reversion, or in the event the
Retirement Committee elects to amend the Top Heavy vesting schedule, a
Participant with three or more years of service with the Employer as of the end
of the election


 


35

















 


period
may elect to remain covered by the Top Heavy vesting schedule.  If a
Participant fails to make such election, then such Participant shall be subject
to the new vesting schedule.  The Participant’s election period shall
commence on the adoption date of the amendment and shall end 60 days after the
latest of:


(i)           
the adoption date of the amendment;


(ii)          
the effective date of the amendment; or


(iii)         
the date the Participant receives written notice of the amendment from the
Retirement Committee.


 


36

















 


SECTION
10


 


ADMINISTRATION OF THE PLAN


10.1        
Plan Administrator.


The Plan Administrator shall be VWR which, by action
of its Board of Directors, shall appoint a Retirement Committee composed of at
least three persons.  Every member of VWR’s Board of Directors and the
Retirement Committee shall be deemed a fiduciary.  No Retirement Committee
member who is an employee shall receive compensation with respect to his or her
service on the Retirement Committee.  Any member of the Retirement
Committee may resign by delivering written resignation to VWR and to the
Retirement Committee.  VWR may remove or replace any member of the
Retirement Committee at any time.


10.2        
Organization and Procedures.


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


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


10.3        
Duties and Authority.


(a)          
Administrative Duties


The Retirement Committee shall administer the Plan in
a nondiscriminatory manner for the exclusive benefit of Participants and their
Beneficiaries.  The Retirement Committee shall perform all such duties as
are necessary to supervise the administration of the Plan and to control its
operations in accordance with the terms thereof, including, but not limited to,
the following:


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


 


37

















 


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


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


(iv)         
Authorize and direct the Funding Agent with 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 out the provisions of the Plan.


(b)          
Investment Authority


The Retirement Committee shall have no responsibility
or authority with respect to the management, acquisition, disposition or
investment of Plan assets.  Such shall be the sole function and
responsibility of the Board of Directors of VWR except to the extent delegated
by the Board to the Funding Agent and/or designated Investment Manager.


(c)          
General Authority


The Retirement Committee shall have all powers
necessary or appropriate to carry out its duties.  The Retirement
Committee shall have sole discretion to carry out its responsibilities under
the Plan to construe and interpret the provisions of the Plan and to determine
all questions concerning benefit entitlements, including the power to construe
and interpret disputed or doubtful terms.  To the maximum extent
permissible under law, any interpretation or construction of or action by the
Retirement Committee with respect to the Plan and its administration shall be
conclusive and binding upon any and all parties and persons affected hereby,
subject to the exclusive appeal procedure set forth in Section 10.6.


10.4        
Expenses and Assistance.


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


 


38

















 


10.5        
Claims Procedure.


(a)          
Conditions of Payment


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


(i)           
The Retirement Committee has been furnished with such applications, proofs of
birth, address, form of benefit, and other information the Retirement Committee
deems necessary;


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


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


(b)          
Commencement of Payment


The payment of benefits shall commence no later than
60 days after the retirement date specified herein for commencement of such
benefits.  If the information required above is not available prior to
said retirement date, the amount of payment required to commence will not be
ascertainable.  In such event, the commencement of payments shall be
delayed until no more than 60 days after the date the amount of such payment is
ascertainable, at which time a lump-sum payment retroactive to the applicable
retirement date shall be made and monthly payments shall commence.


10.6        
Appeal Procedure.


(a)          
Notice of Denial


The Retirement Committee shall make all determinations
as to the right of any person to a benefit under the Plan.  If the
Retirement Committee denies in whole or in part any claim for a benefit under
the Plan by a Participant or Beneficiary or his or her authorized
representative (hereinafter, “Claimant”), the Retirement Committee shall
furnish the Claimant with notice of the decision not later than 90 days after
receipt of the claim, unless special circumstances require an extension of time
for processing the claim.  Such extension shall not exceed the period of
90 days from the end of such initial period; provided, however, that in the
event the Claimant fails to submit information necessary to decide a claim,
such period shall be tolled from the date on which the extension notice is sent
to the Claimant until the date on which the Claimant responds to the request for
additional information.  The extension notice shall indicate the special


 


39

















 


circumstances
requiring an extension of time and the date by which the Retirement Committee
expects to render the final decision.  The written or electronic notice
which the Retirement Committee shall provide to every Claimant who is denied a
claim for benefits shall set forth in a manner calculated to be understood by
the Claimant:


(i)           
The specific reason or reasons for the denial;


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


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


(iv)         
A description of the Plan’s review procedures and the time limits applicable to
such procedures, including, with respect to claims filed on or after January 1,
2002, a statement of the Claimant’s right to bring a civil action under
section 502(a) of ERISA following an adverse benefit determination on
review.


(b)          
Right to Request Review


A Claimant may request that the Retirement Committee
review the claim denial by the Retirement Committee.  Such request shall
be made in writing and shall be presented to the Retirement Committee not more
than 60 days after receipt by the Claimant of notification of the denial of a
claim.  If written request for review is not made within such 60-day period,
the Claimant shall forfeit his or her right to review.  The Claimant shall
be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the Claimant’s
claim for benefits.  The Claimant shall also have the opportunity to
submit written comments, documents, records, and other information relating to
the claim for benefits, and the Retirement Committee shall take into account
all such information submitted without regard to whether such information was
submitted or considered in the initial benefit determination.


(c)          
Review of Claim


The Retirement Committee shall make its decision on
review not later than 60 days after receipt of the Claimant’s request for
review, unless special circumstances require an extension of time, in which
case notice of the extension and circumstances shall be provided to the
Claimant prior to the termination of the initial 60-day period and a decision
shall be rendered as soon as possible but not later than 120 days after receipt
of the request for review; provided, however,


 


40

















 


in the
event the Claimant fails to submit information necessary to make a benefit
determination on review, such period shall be tolled from the date on which the
extension notice is sent to the Claimant until the date on which the Claimant
responds to the request for additional information.  The decision on
review shall be written or electronic and, in the case of an adverse determination,
shall include specific reasons for the decision, written in a manner calculated
to be understood by the Claimant, and specific references to the pertinent Plan
provisions on which the decision is based.  With respect to claims filed
on or after January 1, 2002, the decision on review shall also include (i) a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, or other
information relevant to the Claimant’s claim for benefits; and (ii) a statement
describing any voluntary appeal procedures offered by the Plan, and a statement
of the Claimant’s right to bring an action under §502(a) of ERISA.


(d)          
Regulations


The claims procedure of this Plan also shall be
administered in accordance with the claims procedure regulations of the
Department of Labor.


10.7        
Arbitration.


Any controversy or claim arising out of or relating to
this Plan, which is asserted by any person as an employee, a former employee, a
Participant or a Beneficiary of Plan benefits, may be settled by arbitration in
accordance with the Commercial Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator shall be entered in a
court having jurisdiction thereof.  All such arbitration cases shall be
heard by an attorney licensed in the jurisdiction where the arbitration hearing
is to occur.


10.8        
Plan Administration — Miscellaneous.


(a)          
Limitations on 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 benefits under the Plan shall not be subject to
debts or liabilities of any kind and shall not be subject to attachment,
garnishment or other legal process, except as provided in Section 10.9
relating to Qualified Domestic Relations Orders.  This paragraph (a)
shall not prevent the offset of a Participant’s benefits against an amount that
the Participant is ordered or required to pay to the Plan to the extent
permitted under section 401(a)(13)(C) of the Code.


 


41

















 


(b)          
Masculine and Feminine, Singular and Plural


Whenever used herein, pronouns shall include any applicable
gender, and the singular shall include the plural and vice versa whenever the
context shall plainly so require.


(c)          
No Additional Rights


No person shall have 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, the granting of a retirement allowance nor any action of the Employer or
the Retirement Committee shall be held or construed to confer upon any person
any right to be continued as an employee, or, upon dismissal, any right or
interest in the Fund other than as herein provided.  The Employer
expressly reserves the right to discharge any employee at any time.


(d)          
Governing Law


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


(e)          
Disclosure to Participants


Each Participant shall be advised of the general
provisions of the Plan and, upon written request addressed to the Retirement
Committee, shall be furnished any information requested regarding the
Participant’s status, rights, and privileges under the Plan as may be required
by law.


(f)           
Income Tax Withholding Requirements


Any retirement benefit payment made under the Plan
shall be subject to any applicable income tax withholding requirements. 
For this purpose, the Retirement Committee shall provide the Funding Agent with
any information the Funding Agent needs to satisfy such withholding obligations
and with any other information that may be required by regulations promulgated
under the Code.


(g)          
Severability


If any provision of this Plan shall be held illegal or
invalid for any reason, such determination shall not affect the remaining
provisions of this Plan,


 


42

















 


which
shall be construed as if said illegal or invalid provision had never been
included.


(h)          
Facility of Payment


In the event any benefit under this Plan shall be
payable to a person who is under legal disability or is in any way
incapacitated so as to be unable to manage his or her financial affairs, the
Retirement Committee may direct payment of such benefit to a duly appointed
guardian, committee or other legal representative of such person, or in the
absence of a guardian or legal representative, to a custodian for such person
under a Uniform Gifts to Minors Act or to any relative of such person by blood
or marriage, for such person’s benefit.  Any payment made in good faith
pursuant to this provision shall fully discharge the Employer and the Plan of
any liability to the extent of such payment.


(i)           
Correction of Errors


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


In the event an incorrect amount is paid to a
Participant or Beneficiary, any remaining payments may be adjusted to correct
the error.  The Retirement Committee may take such other action it deems
necessary and equitable to correct any such error.


(j)           
Military Service


Effective December 12, 1994, or such later date as the
requirements of the Uniformed Services Employment and Reemployment Act of 1994
shall first become applicable to the Plan, notwithstanding any provision of
this Plan to the contrary, contributions, benefits, and service credit with
respect to qualified military service shall be provided in accordance with
section 414(u) of the Code.


(k)          
EGTRRA Amendments


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


 


43

















 


10.9        
Qualified Domestic 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 Relations
Order, in accordance with section 414(p) of the Code.  A Qualified
Domestic Relations Order is one that:


(a)          
relates to the provision of child support, alimony payments or marital property
rights to a spouse, former spouse, child or other dependent of a Participant;


(b)          
is made pursuant to a state domestic relations law (including a community
property law);


(c)          
creates or recognizes the existence of an alternate payee’s right to, or assigns
to an alternate payee the right to, receive all or a portion of the benefits
payable to a Participant under the Plan;


(d)          
specifies the name and last known address of the Participant and each alternate
payee;


(e)          
specifies the amount or method of determining the amount of benefit payable to
an alternate payee;


(f)           
specifies the number of payments or period during which payments are to be
made;


(g)          
names each plan to which the order applies;


(h)          
does not require any form, type or amount of benefit not otherwise provided
under the Plan; and


(i)           
does not conflict with a prior Qualified Domestic Relations Order that meets
the requirements of this Section 10.9.


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


The Retirement Committee shall determine whether an
order meets the requirements of this Section 10.9 within a reasonable
period after receiving an order.  The Retirement Committee shall notify
the Participant and any alternate payee that an order


 


44

















 


has
been received and shall establish a separate account under the Plan for any
alternate payee pending determination that an order meets the requirements of
this Section 10.9.


10.10      
Plan Qualification.


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


10.11      
Deductible Contribution.


Notwithstanding anything herein to the contrary, any
contribution by the Employer to the Fund is conditioned upon the deductibility
of the contribution by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may within one year following a final
determination of the disallowance, demand repayment of such disallowed
contribution and the Funding Agent shall return such contribution less any
losses attributable thereto within one year following the disallowance.


10.12      
Action by VWR.


Any action required to be taken by VWR under the Plan,
including the amendment or termination of the Plan under Section 11, shall
be taken pursuant to a written resolution of the Board of Directors of VWR.


 


45

















 


SECTION
11


 


AMENDMENT AND TERMINATION


11.1        
Amendment General.


VWR shall have the right to amend, terminate, or
partially terminate this Plan at any time subject to any advance notice or
other requirements of ERISA.  No amendment shall decrease a Participant’s
accrued benefit.


11.2        
Amendment — Consolidation or Merger.


In the event this Plan, its assets and its liabilities
are merged into, transferred to or otherwise consolidated with any other
retirement plan, then such must be accomplished so as to ensure that each
Participant would (if the other retirement plan then terminated) receive a
benefit immediately after the merger, transfer or consolidation, which is equal
to or greater than the benefit the Participant would have been entitled to
receive immediately before the merger, transfer or consolidation (as if the
Plan had then terminated).  This provision shall not be construed as
limiting the powers of VWR to appoint a successor Funding Agent.


11.3        
Termination of the Plan.


The termination of the Plan shall not cause or permit
any part of the Fund to be diverted to purposes other than for the exclusive
benefit of the Participants and their Beneficiaries, or cause or permit any
portion of the Fund to revert to or become the property of the Employer at any
time prior to the satisfaction of all liabilities with respect to the
Participants.


Upon termination of this Plan, the Retirement
Committee shall continue to act for the purpose of complying with the preceding
paragraph and shall have all power necessary or convenient to the winding up
and dissolution of the Plan as herein provided.  While so acting, the
Retirement Committee shall be in the same status and position with respect to
other persons as if the Plan remained in existence.


11.4        
Allocation of the Fund on
Termination of Plan.


In the event of a complete Plan termination, the right
of each Participant to benefits accrued to the date of such termination that
would be vested under the provisions of the Plan in the absence of such
termination shall continue to be vested and nonforfeitable; and the right of
each Participant to any other benefits accrued to the date of termination shall
be fully vested and nonforfeitable to the extent then funded under the priority
rules set forth in section 4044 of ERISA.  In any event, a
Participant or a Beneficiary shall have recourse only against Plan assets for
the payment of benefits


 


46

















 


thereunder,
subject to any applicable guarantee provisions of Title IV of ERISA.  The
Retirement Committee shall direct the Funding Agent to allocate Fund assets to
those affected Participants to the extent and in the order of preference set
forth in section 4044 of ERISA.  The assets so allocated shall be
distributed, in the discretion of the Retirement Committee, either wholly or in
part by purchase of nontransferable annuity contracts or lump-sum
payments.  If Fund assets as of the date of Plan termination exceed the
amounts required under the priority rules set forth in section 4044 of
ERISA, such excess shall, after all liabilities of the Plan have been
satisfied, revert to the Employer to the extent permitted by applicable law.


If at any time the Plan is terminated with respect to
any group of Participants under such circumstances as to constitute a partial
Plan termination within the meaning of section 411(d)(3) of the Code, each
affected Participant’s right to benefits that have accrued to the date of
partial termination that would be vested under the provisions of the Plan in
the absence of such termination shall continue to be so vested; and the right
of each affected Participant to any other benefits accrued to the date of such
termination shall be vested to the extent then funded under the priority rules
set forth in section 4044 of ERISA in the event of a complete Plan
termination.  In any event, affected Participants shall have recourse only
against Plan assets for payment of benefits thereunder, subject to any
applicable guarantee provisions of Title IV of ERISA.  Subject to the
foregoing, the vested benefits of such Participants shall be payable as though
such termination had not occurred; provided, however, that the Retirement Committee,
in its discretion, subject to any necessary governmental approval, may direct
that the amounts held in the Fund that are allocable to the Participants as to
whom such termination occurred be segregated by the Funding Agent as a separate
plan.  The assets thus allocated to such separate plan shall be applied
for the benefit of such Participants in the manner described in the preceding
paragraph.


 


47

















 


SECTION
12


 


FUNDING


12.1        
Contributions to the Fund.


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


12.2        
Fund for Exclusive Benefit of
Participants, and Beneficiaries.


The Fund is for the exclusive benefit of Participants
and their Beneficiaries.  Except as provided in Sections 10.8(i) and
10.11, no portion of the Fund shall be diverted to purposes other than this or
revert to or become the property of the Employer at any time prior to the
satisfaction of all liabilities with respect to the Participants.


12.3        
Disposition of Credits and
Forfeitures.


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


12.4        
Funding Agent.


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


12.5        
Investment Manager.


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


 


48

















 


SECTION
13


 


FIDUCIARIES


13.1        
Limitation of Liability of the
Employer and Others.


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


13.2        
Indemnification of Fiduciaries.


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


13.3        
Scope of Indemnification.


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


IN WITNESS WHEREOF, VWR International, Inc. has caused this
amendment and restatement of the WR International, Inc. Retirement Plan to be
duly executed on this _______ day of ____________, 2001.


	
  Attest:

  	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  President

  



 


[Corporate Seal]


 


49

















 


APPENDIX A


FORMER VAN WATERS & ROGERS PROFIT SHARING PLAN
PARTICIPANTS


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


1.2          
Determination of Account Balances.  The value of a person’s
VW&R Profit Sharing Plan account as of any date shall be determined by
multiplying the number of units credited to his or her account as of February
29, 1968, by the value of each unit on such valuation date.  The value of
each unit on any valuation date shall be determined by dividing the market
value of the VW&R Profit Sharing Plan Fund as of the valuation date by the
number of units credited to former participants in the VW&R Profit Sharing
Plan who are active Participants in this Plan.


1.3          
Retirement or Termination Where Participant is Qualified for Benefits Under
This Plan.  In the event of retirement or termination from service of
a participant in the VW&R Profit Sharing Plan at a time when such
participant is entitled to benefits under this Plan (herein referred to as an
active participant), the participant shall be given the option of:  (a)
receiving benefits to which the participant would otherwise be entitled under
this Plan without reference to participation under said profit sharing plan, or
(b) receiving benefits calculated according to Section 1.2 above, plus
benefits under this Plan computed as the product of (i) and (ii) below:


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


(ii)          
being the total benefit as described in (a) above.  Upon such termination,
the value of said participant’s account in the VW&R Profit Sharing Fund
shall 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
in said fund is adequate to provide these benefits.


In the event said participant’s account in the
VW&R Profit Sharing Plan Fund determined as of the valuation date
applicable to such participant, exceeds the actuarial value of benefits equal
to benefits under paragraph (a) above less benefits under paragraph (b)
above (that is to say, the benefits under this Plan with respect to credited
service prior to March 1, 1968) said participant shall be entitled to receive a
benefit under this Plan based upon service rendered prior to March 1, 1968,
which is equal to the


 


A-1

















 


benefit
which can be provided by participant’s account balance determined, as
previously mentioned, as of the valuation date applicable to such participant
and the benefit mentioned in paragraph (b) above.


1.4          
Retired Nonparticipating and Vested Participants.  With respect to
retired or nonparticipating vested participants in the VW&R Profit Sharing
Plan as of February 29, 1968, the funding agency or agencies under this Plan
shall retain in trust the amounts needed to continue payments in accordance
with the provisions of that Plan.


1.5          
Death of Participant.  In the event of the death of a Participant
who was a participant in the VW&R Profit Sharing Plan prior to distribution
to the Participant of his or her entire beneficial interest generated by such
plan, the full remaining value of such interest shall be distributed in a lump
sum to his or her beneficiary designated by such Participant in writing. 
The beneficiary or beneficiaries designated by a Participant may be changed at
any time and from time to time at the election of the Participant, but only by
his or her filing with the committee a new designation and revoking all prior
designations.  If no such designation of beneficiary is filed, or if the
designated beneficiary shall predecease the Participant, or, having survived
the Participant, shall die prior to the final and complete distribution of the
Participant’s participating interest, the undistributed portion of such
interest shall be distributed to the Participant’s personal representative.


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


1.7          
Valuation Date.  The valuation dates for purposes of determining
the unit value of units held by participants in the former VW&R Profit 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 shall mean the fund held for the exclusive benefit of participants of
the VW&R Profit Sharing Plan (and their beneficiaries) who have not
previously become entitled to benefits under Section 1.3 hereof.


1.9          
Number of Units at a Validation Date.  The number of units at any
valuation date is equal to the number of units at the prior valuation date
reduced by the number of units used to provide benefits under Section 1.3
hereof.


1.10         Reduction
in VW&R Profit Sharing Plan Fund.  The VW&R Profit Sharing
Plan Fund shall be reduced as benefit payments are made or are provided for in
accordance with Section 1.3 hereof.


 


A-2

















 


APPENDIX B


FORMER PARTICIPANTS OF UNION PLANS


1.1          
In General.  If a Participant was formerly covered by a collective
bargaining agreement with the Employer that did not provide for retirement
benefits under this Plan, the period of employment covered by the collective
bargaining agreement shall be included in determining Years of Service under
this Plan for all purposes, subject to any applicable limits set forth in the
Plan.  However, except as provided in Section 1.2 of this Appendix B,
the benefit payable from this Plan shall be reduced by any benefits from a
collectively bargained plan which are attributable to Employer contributions on
the Participant’s behalf


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


(a)          
Background.  VWR maintains the VWR Corporation Pension Plan for
Hourly Employees (Skokie Plant) (the “Hourly Plan”) for the benefit of employees
at the Skokie Plant who are covered by the collective bargaining agreement
between VWR and the United Paper Workers International Union AFL-CIO Local 325
(“Local 325”).  Effective November 19, 1996, Local 325 members ceased to
be employed at the Skokie Plant.  Therefore, in accordance with the terms
of the Hourly Plan, no employee accrued a benefit under the Hourly Plan with
respect to service completed on and after November 19, 1996.


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


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


 


B-1

















 


a
monthly pension from the Hourly Plan as of November 19, 1996, are set forth in
Exhibit II.


(d)          
Hourly Plan Participants Who Were Active Employees on November 20, 1996. 
The following rules shall apply to each person who was an Eligible Employee on
November 20, 1996, and who was a participant in the Hourly Plan as of November
19, 1996 (a “Former Skokie Employee”):


(i)           
Accrued Benefit.  The accrued benefit of a Former Skokie Employee
under this Plan shall be determined under the formula specified in
Section 4.1; provided, however, that the Accrued Benefit of a Former
Skokie Employee shall not be less than his or her accrued benefit under the
Hourly Plan on November 19, 1996, as set forth in Exhibit 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 of December 31, 1997, shall not be reduced or
eliminated with respect to such benefits, except as provided in regulations and
rulings issued pursuant to section 411(d)(6)of the Code.  Such
section 411(d)(6) protected benefits shall be determined by reference to
the terms of the Hourly Plan as of December 31, 1997 (except to the extent that
the provisions of this Plan are required to apply in order to comply with
applicable laws and regulations).


(ii)          
Period of Service.  In addition to the service described in
Section 1.1 of this Appendix B, a Former Skokie Employee who participated
in the Sargent-Welch Pension Plan for Hourly Employees (Skokie Plant) on
September 17, 1989, shall be given credit for his or her years of service under
that plan to determine his or her Periods of Service solely for purposes of
determining his or her vesting and eligibility for early retirement under this
Plan.  No credit shall be given for such service for purposes of
determining benefits under this Plan.


 


B-2

















 


EXHIBIT I


Transferred Pensioners Receiving a Benefit Under the

VWR Corporation Pension 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 the VWR Corporation Pension Plan
for Hourly Employees

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

_____________________________________________


	
  NAME

  	
   

  	
  SEX

  	
   

  	
  DATE OF RETIREMENT

  	
   

  	
  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 TN SPINOFF FROM UNIVAR
CORPORATION


 


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


If a person is employed on or before December 31,
1988, and immediately prior to being employed was employed by Univar
Corporation or any of its affiliates and had been so employed since February
28, 1986, such person shall receive credit under this Plan for all Periods of
Service and Earnings under the Univar Corporation Retirement Plan.  When
such person is 100% vested under this Plan, the Trustee of the Univar
Corporation Retirement Plan shall transfer directly to the Trustee of this Plan
the present value of such person’s accrued benefit.  Such person’s benefit
under this Plan immediately after the transfer of funds shall not be less than
the benefit under both this Plan and the Univar Plan immediately before the
transfer of funds.


 


C-1

















 


APPENDIX D


 


FORMER EMPLOYEES OF ACQUIRED COMPANIES


 


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


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


2.            
Roberts & Porter, Inc.  Former Roberts & Porter, Inc.
employees began 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 PRODUCTS
CORPORATION AND MOMENTUM DISTRIBUTION INC. PRIOR TO

APRIL 1, 1992


 


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


 


E-1

















 


APPENDIX F


 


FORMER EMPLOYEES OF

BAXTER INTERNATIONAL INC.


 


If, at any time on or after July 1, 1995, but before
July 1, 1997, a person terminated employment with Baxter International, Inc.,
or any of its affiliates (“Baxter”) and was thereafter immediately employed by
an Employer under this Plan, that person shall be credited with all Periods of
Service with Baxter for purposes of determining vesting, eligibility to
participate and eligibility for early retirement 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 Kit maintained the Science Kit, Inc. Retirement Plan
(the “Science Kit Plan”) for the benefit of the eligible employees of Science
Kit and Central.


1.2          
Merger of Plans.  Effective October 1, 1998, the Science Kit Plan
was merged with and into this Plan, and the assets of the Science Kit Plan
became assets of the Fund.  Also effective October 1, 1998, Science Kit
and Central adopted the Plan on behalf of their eligible employees.


1.3          
Former Science Kit Participants.


(a)          
Participation.  Each employee who was a participant in the Science
Kit Plan on September 30, 1998, became a Participant in this Plan as of October
1, 1998, provided that on such date he or she was an Eligible Employee. 
Each other employee who had service with Science Kit, Central, or any affiliate
thereof prior to October 1, 1998, and who had 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 such date he or she was an Eligible Employee.


(b)          
Service Credit.


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


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


(A)         
The number of years of service credited to the Participant for vesting purposes
under the Science Kit Plan as of August 31, 1998; plus


 


G-1

















 


(B)          
The Participant’s Period of Service determined under this Plan, disregarding
any service prior to September 1, 1998.


(iii)         
Benefit Accrual.  For purposes of determining the amount of his or
her accrued benefit under the Science Kit Plan as of September 30, 1998, each
Employee who was a Participant in the Science Kit Plan as of September 1, 1998,
and who was credited with at least 83-1/3 Hours-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 of Accrual Service under the Science Kit
Plan for such period.  Service on and after October 1, 1998, shall be
credited in accordance with Section 1.8 for accrual purposes.


(c)          
Benefit Accruals.  Effective October 1, 1998, the Accrued Benefit
of each Participant who previously participated in the Science Kit Plan shall
be an amount equal to the sum of:


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


(ii)          
the amount determined under Section 4.1, based solely on the Participant’s
Credited Service and Earnings on and after October 1, 1998;


provided,
however, that such Participant’s Accrued Benefit shall in no event be less than
the actuarial equivalent of his or her “Vested Transfer Value” (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 the rules for
determining actuarial equivalence for such purpose under the provisions of the
Science Kit Plan as in effect on September 30, 1998.  For purposes of this
Appendix G, the Participant’s “Transferred Science Kit Benefit” shall be the
greater of the amount described in subparagraph (i) above or his or her
Vested Transfer Value.


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


(e)          
Preservation of Protected Benefits.  The following rules shall
apply with respect to any Participant who has a Transferred Science Kit
Benefit:


 


G-2

















(i)           
Early Commencement Prior to Date Generally Available Under Plan. 
If such a Participant has reached age 60 and has Terminated but is not eligible
to receive an immediate retirement benefit under Section 4 or a deferred
vested benefit under Section 7.2, he or she may elect to commence
receiving his or her Transferred Science Kit Benefit, adjusted for commencement
before or after the Participant’s normal retirement date under the Science Kit
Plan (the later of (i) the first day of the month on or after age 65 or (ii)
the fifth September 1 after participation in the Science Kit Plan commenced),
in accordance with the provisions of the Science Kit Plan in effect on
September 30, 1998.


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


(iii)         
In-Service Commencement.  If such a Participant has reached his or
her normal retirement date under the Science Kit Plan but has not Terminated,
the Participant may elect to commence receiving his or her Transferred Science
Kit Benefit, adjusted if necessary for commencement after the Participant’s
normal retirement date under the Science Kit Plan, in accordance with the
provisions of the Science Kit Plan in effect on September 30, 1998.


(iv)         
Adjustment of Accrued Benefit.  If a Participant receives a
distribution of his or her Transferred Science Kit Benefit pursuant to
subparagraph (i) or (iii) above, the Participant’s remaining Accrued
Benefit shall thereafter be reduced by the amount of the Participant’s
Transferred Science Kit Benefit.


(v)          
Deferred Commencement.  Such a Participant may elect to defer
commencement of his or her Transferred Science Kit Benefit payments under the
Plan until a date not later than the later of the first day of the month
coinciding with or next following his or her Termination date or April 1
following the calendar year in which the Participant reaches age 70-1/2. 
Such payments shall be adjusted for commencement after the Participant’s normal
retirement date under the Science Kit Plan, in accordance with the provisions
of the Science Kit Plan in effect on


 


G-3

















 


September
30, 1998 (or to any greater extent required under section 401(a)(9) of the
Code to reflect commencement after age 70-1/2).  Distribution of the
Participant’s Accrued Benefit, 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.


(vi)         
Optional Forms of Benefit.  Such Participant’s Accrued Benefit
shall be distributed in accordance with the provisions of Section 5 of
this Plan.  If such a Participant receives his or her Accrued Benefit in
any form in which he or she could have received such benefit on his or her
Annuity Starting Date under the provisions of the Science Kit Plan in effect on
September 30, 1998, other than in the form of a lump-sum distribution, the
amount paid in such form shall not be less than the actuarial equivalent of his
or her Transferred Science Kit Benefit, determined in accordance with the rules
for determining actuarial equivalence for such purpose under the provisions of
the Science Kit Plan as in effect on September 30, 1998.  In addition,
such Participant shall have the right to receive his or her Transferred Science
Kit Benefit in any optional form of payment which was available for
distribution under the Science Kit Plan as of September 30, 1998, subject to
the requirements of Sections 3.4 and 5.2 of this Plan.  If such a
Participant elects to receive his or her Transferred Science Kit Benefit in the
form of a lump-sum distribution, the amount of such lump-sum distribution shall
be determined on the basis of the Applicable Mortality Table and the Applicable
Interest Rate; provided, however, that during the 12-month period beginning
October 1, 1998, the interest rate or rates which would be used as of the
Annuity Starting Date by the PBGC for purposes of determining the present value
of such benefit if the Plan had then terminated with insufficient assets to
provide benefits guaranteed by the PBGC on such date shall be used in lieu of
the Applicable Interest Rate if such rate or rates produce a greater
benefit.  (The preceding sentence shall not apply to involuntary cash-outs
described in Section 5.5.)


This
paragraph (e) is intended to comply with the requirements of
section 411(d)(6) of the Code, and shall not apply to the extent that
section 411(d)(6) of the Code and regulations issued thereunder would
permit the elimination 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 Science Kit Benefit.)


1.4          
Retirees and Vested Terminated Participants.  Benefits payable on
and after October 1, 1998, under the terms of the Science Kit Plan as in effect
on September 30, 1998, to participants who retired or otherwise separated from
service with


 


G-4

















 


a
vested right to a benefit prior to October 1, 1998, or to their beneficiaries,
shall be paid from this Plan in accordance with the terms of the Science Kit
Plan applicable to such payments as of September 30, 1998 (except to the extent
that the provisions of this Plan are required to apply to any such payments in
order to comply with applicable laws and regulations).  For purposes of
determining the amount of benefits payable with respect to a participant who
retired or otherwise separated from service on or after September 1, 1998, but
prior to October 1, 1998, the service crediting rule of Section 1.3(b)(iii)
of this Appendix G shall apply.  Notwithstanding the foregoing, in the
case of a former participant in the Science Kit Plan whose benefit payments
commence on or after January 1, 2002, the joint and 66-2/3 % survivor annuity
form of payment shall not be available.


1.5          
Compliance Amendments.  The Science Kit Plan is hereby amended
retroactively to incorporate the following provisions of this Plan, which shall
supersede any corresponding provisions of the Science Kit Plan:


(a)          
The definition of “Leased Employee” in Section 1.24 of this Plan,
effective September 1, 1997.


(b)          
Commencement of benefit payments to Participants who reach age 70-1/2 on or
after January 1, 1997, on the first day of the month coinciding with or next
following the Participant’s Termination date, or, if the Participant so elects,
April 1 of the calendar year following the year in which the Participant
reaches age 70-1/2, as described in Sections 3.3(b) and 4.4 of this Plan.


(c)          
The increase in the amount of the involuntary cash-out to $5,000 as described
in Section 5.5 of this Plan, effective September 1, 1997.


(d)          
Section 8.1 of this Plan (regarding limitations re highly compensated
employees), effective September 1, 1994.


(e)          
Section 8.2(f) of this Plan (regarding the definition of compensation for
purposes of section 415 of the Code), effective September 1, 1998.


(f)           
Section 10.8(j) of this Plan (regarding military service), effective
December 12, 1994, or such later date as the requirements of the Uniformed
Services Employment and Reemployment Act of 1994 first became applicable to the
Science Kit Plan.


 


G-5

















 


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 Natural
Science Establishment, Inc. (“Ward’s”).  Prior to October 1, 1998, Ward’s
maintained the Ward’s Natural Science Establishment, Inc. Retirement Plan (the
“Ward’s Plan”) for the benefit of its eligible employees.


1.2          
Merger of Plans.  Effective October 1, 1998, the Ward’s Plan was
merged with and into this Plan, and the assets of the Ward’s Plan became assets
of the Fund.  Also effective October 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 the Ward’s
Plan on September 30, 1998, became a Participant in this Plan as of October 1,
1998, provided that on such date he or she was an Eligible Employee.  Each
other employee who had service with Ward’s or any affiliate thereof prior to
October 1, 1998, and who had 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 such date he or she was an Eligible Employee.


(b)          
Service Credit.


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


(ii)          
Vesting.  For purposes of vesting, the Period of Service of a
Participant who previously participated in the Ward’s Plan shall not be less
than the sum of:


(A)         
The number of years of service credited to the Participant for vesting purposes
under the Ward’s Plan as of February 28, 1998; plus


 


H-1

















 


(B)          
The Participant’s Period of Service determined under this Plan, disregarding
any service prior to March 1, 1998; provided that (i) all service prior to
October 1, 1998, with Ward’s or any affiliate thereof shall be treated as
service with the Employer, and (ii) if the Participant completed 1,000 Hours-of-Service
under the Ward’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 be treated as a Period of Service.


For
purposes of (A) above, service shall not be taken into account to the extent it
would have been disregarded as of September 30, 1998 (or, in the case of a
Participant not in service on September 30, 1998, the date on which the
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 on September 30,
1998.


(c)          
Benefit Accruals.  Effective October 1, 1998, the Accrued Benefit
of each Participant who previously participated in the Ward’s Plan shall be an
amount equal to the sum of:


(i)           
the Participant’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 “Transferred Ward’s Benefit”); plus


(ii)          
the amount determined under Section 4.1, based solely on the Participant’s
Credited Service and Earnings on and after October 1, 1998.


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


(e)          
Preservation of Protected Benefits.  The following rules shall
apply with respect to any Participant who has a Transferred Ward’s Benefit:


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


 


H-2

















 


(ii)          
Early Commencement On or After Date Generally Available Under Plan. 
If such a Participant has reached age 60, has Terminated, and is eligible to
receive an immediate retirement benefit under Section 4 or a deferred
vested benefit under Section 7.2, the benefit payable to the Participant
under Section 4 or Section 7.2 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 September 30, 1998) for commencement before age 65,
based on his or her age at his or her Annuity Starting Date.


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


(iv)         
Adjustment of Accrued Benefits.  If a Participant receives a
distribution of his or her Transferred Ward’s Benefit pursuant to
subparagraph (i) or (iii) above, the Participant’s remaining Accrued
Benefit shall thereafter be reduced by the amount of the Participant’s
Transferred Ward’s Benefit.


(v)          
Deferred Commencement.  Such a Participant may elect to defer
commencement of his or her Transferred Ward’s Benefit payments under the Plan
until a date not later than the later of the first day of the month coinciding
with or next following his or her Termination date or April 1 following 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 reflect commencement after age
70-1/2.  Distribution of the Participant’s Accrued Benefit, to the extent
it exceeds his or her Transferred Ward’s Benefit, shall commence as of the date
determined under Section 3 or Section 7.2.


(vi)         
Optional Forms of Benefit.  Such Participant’s Accrued Benefit
shall be distributed in accordance with the provisions of Section 5 of
this Plan.  If such a Participant receives his or her Accrued Benefit in
any form in which he or she could have received such benefit on his or her
Annuity Starting Date under the provisions of the Ward’s Plan in effect on
September 30, 1998, the amount paid in such form shall not be less than the
actuarial equivalent of his or her Transferred Ward’s Benefit, determined in
accordance with the rules for determining actuarial equivalence for such
purpose under the provisions of the Ward’s Plan as in effect on September 30,
1998.


 


H-3

















 


This
paragraph (e) is intended to comply with the requirements of
section 411(d)(6) of the Code, and shall not apply to the extent that
section 411(d)(6) of the Code and regulations issued thereunder would
permit the elimination 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 Ward’s Benefit.)


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


1.5          
Compliance Amendments.  The Ward’s Plan is hereby amended
retroactively to incorporate the following provisions of this Plan, which shall
supersede any corresponding provisions of the Ward’s Plan:


(a)          
The definition of “Leased Employee” in Section 1.24 of this Plan,
effective March 1, 1997.


(b)          
Commencement of benefit payments to Participants who reach age 70-1/2 on or
after January 1, 1997, on the first day of the month coinciding with or next
following the Participant’s Termination date, or, if the Participant so elects,
April 1 of the calendar year following the year in which the Participant
reaches age 70-1/2, as described in Sections 3.3(b) and 4.4 of this Plan.


(c)          
The increase in the amount of the involuntary cash-out to $5,000 as described
in Section 5.5 of this Plan, effective March 1, 1998.


(d)          
The definition of “highly compensated employee” in Section 8.1 of this
Plan, effective March 1, 1997.


(e)          
Section 8.2(f) of this Plan (regarding the definition of compensation for
purposes of section 415 of the Code), effective March 1, 1998.


(f)           
Section 10.8(j) of this Plan (regarding military service), effective
December 12, 1994, or such later date as the requirements of the


 


H-4

















 


Uniformed
Services Employment and Reemployment Act of 1994 first became applicable to the
Ward’s Plan.


 


H-5

















 


APPENDIX I


 


FORMER EMPLOYEES OF MERCK AND SUBSIDIARIES


 


Any individual who, on or after January 1, 1995,
transfers directly from employment with Merck KGaA, Darmstadt, Germany
(“Merck”), or any entity which is a direct or indirect subsidiary of Merck
(collectively, the “Merck Companies”), to employment with the Employer, shall
be given credit for his or her service with the Merck Companies (including
service prior to the date on which VWR became an affiliate of Merck) for
purposes of determining eligibility to participate, vesting, and eligibility
for early retirement under the Plan.  Service with the Merck Companies
shall not be counted for benefit accrual purposes except as otherwise provided
in the Plan.


 


I-1

















 


AMENDMENT
NO. 1

TO THE

VWR INTERNATIONAL, INC.

RETIREMENT PLAN


 


(As
Amended and Restated Effective January 1, 2001)


 


WHEREAS, VWR International, Inc. (the
“Corporation”) maintains the VWR International, Inc. Retirement Plan (the
“Plan”) for the benefit of the eligible employees of the Corporation and its
participating affiliates; and


WHEREAS, the Corporation desires to amend the
Plan in order to comply with recent changes in applicable regulations;


NOW, THEREFORE, effective January l, 2003, except where
other effective dates are specifically provided, the Plan is amended as
follows:


1.            
Section 1.5 of the Plan is amended to read as follows, effective for
distributions with Annuity Starting Dates on or after December 31, 2002:


1.5          
Applicable Mortality Table means, 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 Revenue in revenue rulings, notices,
or other published guidance.


2.            
Sections 3.3 and 3.4 of the Plan are amended, and a new Section 3.5
is added to the Plan, to read as follows:


3.3          
Deferred Retirement Date.


The Deferred Retirement Date for a Participant who
continues working after the Regular Retirement Date shall be the earliest of:


(a)          
the first day of the month coinciding with or next following his or her
Termination Date;


(b)          
the date distributions to the Participant are required to commence under
Section 3.4; or


(c)          
if the Participant so elects, April l of the calendar year following the year
in which the Participant reaches age 70-1/2.

















 


3.4          
Requirements Concerning Distributions.


(a)          
General Rules.


(1)          
Effective Date.  The provisions of this Section 3.4 shall
apply for purposes of determining required minimum distributions for calendar
years beginning on and after January l, 2003.


(2)          
Precedence.  The requirements of this Section 3.4 shall take
precedence over any inconsistent provisions of the Plan.


(3)          
Requirements of Treasury Regulations Incorporated.  All
distributions required under this Section 3.4 shall be determined and made
in accordance with the Treasury regulations under section 401(a)(9) of the
Code.


(4)          
TEFRA Section 242(b)(2) Elections.  Notwithstanding the other
provisions of this Section 3.4, other than subparagraph (3) above,
distributions may be made under a designation made before January 1, 1984, in
accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (TEFRA) and the provisions of the Plan that relate to
section 242(b)(2) of TEFRA.


(b)          
Time and Manner of Distribution.


(1)          
Required Beginning Date.  The Participant’s entire interest shall
be distributed, or begin to be distributed, to the Participant no later than
the Participant’s Required Beginning Date.


(2)          
Death of Participant before Distributions Begin.  If the
Participant dies before distributions begin, the Participant’s entire interest
shall be distributed, or begin to be distributed, no later than as follows:


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


(B)          
If the Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, distributions to the Designated Beneficiary shall begin by
December 31 of the


2

















 


calendar
year immediately following the calendar year in which the Participant died.


(C)          
If there is no Designated Beneficiary as of September 30 of the year following
the year of the Participant’s death, the Participant’s entire interest shall be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.


(D)         
If the Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this subparagraph (2), other
than subparagraph (2)(A) above, shall apply as if the surviving spouse
were the Participant.


For
purposes of this subparagraph (2) and paragraph (e) below,
distributions are considered to begin on the Participant’s Required Beginning
Date (or, if subparagraph (2)(D) applies, the date distributions are
required to begin to the surviving spouse under subparagraph (2)(A)).
 If annuity payments irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse
under subparagraph (2)(A)), the date distributions are considered to begin
is the date distributions actually commence.


(3)          
Form of Distribution.  Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the Required Beginning Date, as of the first
Distribution Calendar Year, distributions shall be made in accordance with
paragraphs (c), (d), and (e) below.  If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder shall be made in accordance with the requirements of
section 401(a)(9) of the Code and the Treasury regulations
thereunder.  Any part of the Participant’s interest which is in the form
of an individual account described in section 414(k) of the Code shall be
distributed in a manner satisfying the requirements of section 401(a)(9)
of the Code and the Treasury regulations that apply to individual accounts.


 


3

















 


(c)          
Determination of Amount To Be Distributed Each Year.


(1)          
General Annuity Requirements.  If the Participant’s interest is
paid in the form of annuity distributions under the Plan, payments under the
annuity shall satisfy the following requirements:


(A)         
The annuity distributions shall be paid in periodic payments made at intervals
not longer than one year;


(B)          
The distribution period shall be over a life (or lives) or over a period
certain not longer than the period described in paragraph (d) or (e)
below;


(C)          
Once payments have begun over a period certain, the period certain shall not be
changed, even if the period certain is shorter than the maximum permitted;


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


(I)           
By an annual percentage increase that does not exceed the annual percentage
increase in a cost-of-living index that is based on prices of all items and
issued by the Bureau of Labor Statistics;


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


(III)        
To provide cash refunds of employee contributions upon the Participant’s death;
or


(IV)        
To pay increased benefits that result from a Plan amendment.


(2)          
Amount Required To Be Distributed by Required Beginning Date.  The
amount that must be distributed on or before the Participant’s Required
Beginning Date (or, if the Participant dies before distributions begin, the
date distributions are required to begin under paragraph (b)(2)(A) or (B)
above) is the payment that is required for one


 


4

















 


payment
interval.  The second payment need not be made until the end of the next
payment interval, even if that payment interval ends in the next calendar
year.  Payment intervals are the periods for which payments are received,
e.g., bimonthly, monthly, semiannually, or annually.  All of the
Participant’s benefit accruals as of the last day of the first Distribution
Calendar Year shall be included in the calculation of the amount of the annuity
payments for payment intervals ending on or after the Participant’s Required
Beginning Date.


(3)          
Additional Accruals after First Distribution Calendar Year.  Any
additional benefits accruing to the Participant in a calendar year after the
first Distribution Calendar Year shall be distributed beginning with the first
payment interval ending in the calendar year immediately following the calendar
year in which such amount accrues.


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


(1)          
Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse. 
If the Participant’s interest is being distributed in the form of a joint and
survivor annuity for the joint lives of the Participant and a nonspouse
Beneficiary, annuity payments to be made on or after the Participant’s Required
Beginning Date to the Designated Beneficiary after the Participant’s death must
not at any time exceed the applicable percentage of the annuity payment for
such period that would have been payable to the Participant using the table set
forth in Treas. Reg. §1.401(a)(9)-6T, Q&A-2.  If the form of
distribution combines a joint and survivor annuity for the joint lives of the
participant and a nonspouse beneficiary and a period certain annuity, the
requirement in the preceding sentence shall apply to annuity payments to be
made to the Designated Beneficiary after the expiration of the period certain.


(2)          
Period Certain Annuities.  Unless the Participant’s spouse is the
sole Designated Beneficiary and the form of distribution is a period certain
and no life annuity, the period certain for an annuity distribution commencing
during the Participant’s lifetime may not exceed the applicable distribution
period for the Participant under the Uniform Lifetime Table set forth in Treas.
Reg. §1.401(a)(9)-9 for the calendar year than contains the Annuity
Starting Date.  If the Annuity Starting Date precedes the year in which
the Participant reaches age 70, the applicable distribution period for the
Participant is the distribution period for 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 the Participant’s birthday in the year that
contains the Annuity Starting Date.  If the


 


5

















 


Participant’s
spouse is the Participant’s sole Designated Beneficiary and the form of
distribution is a period certain and no life annuity, the period certain may
not exceed the longer of the Participant’s applicable distribution period, as
determined under this subparagraph (2), or the joint life and last
survivor expectancy of the Participant and the Participant’s spouse as
determined under the Joint and Last Survivor Table set forth in Treas.
Reg. §1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as
of the Participant’s and spouse’s birthdays in the calendar year that contains
the Annuity Starting Date.


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


(1)          
Participant Survived by Designated Beneficiary.  If the Participant
dies before the date distribution of his or her interest begins and there is a
Designated Beneficiary, the Participant’s entire interest shall be distributed,
beginning no later than the time described in paragraph (b)(2)(A) or (B)
above, over the life of the Designated Beneficiary or over a period certain not
exceeding:


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


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


(2)          
No Designated Beneficiary.  If the Participant dies before the date
distributions begin and there is no Designated Beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest shall be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.


(3)          
Death of Surviving Spouse before Distributions to Surviving Spouse Begin. 
If the Participant dies before the date distribution of his or her interest
begins, the Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary, and the surviving spouse dies before distributions to the
surviving spouse begin, this paragraph (e)


 


6

















 


shall
apply as if the surviving spouse were the Participant, except that the time by
which distributions must begin shall be determined without regard to
paragraph (b)(2)(A) above.


(f)           
Definitions.  For purposes of this Section 3.4, the following
definitions shall apply:


(1)          
“Designated Beneficiary” shall mean the individual who is designated as
the Beneficiary under 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.


(2)          
“Distribution Calendar Year” shall mean a calendar year for which a
minimum distribution is required.  For distributions beginning before the
Participant’s death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant’s
Required Beginning Date.  For distributions beginning after the
Participant’s death, the first Distribution Calendar Year is the calendar year
in which distributions are required to begin pursuant to paragraph (b)(2)
above.


(3)          
“Life Expectancy” shall mean life expectancy as computed by the use of
the Single Life Table in Treas. Reg. §l.401(a)(9)-9.


(4)          
“Required Beginning Date” shall mean:


(A)         
in the case of a Participant who reached age 70-1/2 prior to January 1, 1999,
or who is a five-percent 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 Participant reaches age 70-1/2; and


(B)          
in the case of a Participant who is not a five-percent owner and who reaches
age 70-1/2 on or after January l , 1999, April 1 of the calendar year following
the later of the year in which the Participant retires or the year in which the
Participant reaches age 70-1/2.


3.5          
Retirement Date.


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


 


7

















 


               
3.            
Section 4.4 of the Plan is amended to read as follows:


4.4          
Deferred Retirement Benefit.


A Participant’s Deferred Retirement Benefit shall
equal his or her vested Accrued Benefit as of his or her Deferred Retirement
Date, Actuarially adjusted for form of payment and any prior distributions,
and, to the extent required under section 401(a)(9) of the Code, to
reflect commencement after age 70-1/2.  Additional benefit accruals after
a Participant’s Regular Retirement Date shall be offset by any adjustment
attributable to the delay in distribution of benefits after age 70-1/2, as
permitted under section 411(b)(1)(H)(iii)(II) of the Code.  There
shall be no Actuarial adjustment to reflect the deferred commencement of
benefits prior to age 70-1/2.  If a Participant begins receiving benefits
prior to his or her date of Termination, additional benefit accruals for a
calendar year shall be reduced (but not below zero) by the Actuarial Equivalent
of the benefit payments made to the Participant during that calendar year, as
permitted by section 411(b)(1)(H)(iii)(I) of the Code and regulations
thereunder.  Service and Earnings beyond the Regular Retirement Date shall
be taken into consideration, subject to the 33-year limit in Section 4.1. 
In no event shall the benefit provided under this paragraph be less than the
retirement benefit to which the Participant would have been entitled if he or
she had actually retired on the Regular Retirement Date.


4.            
Section 10.6(d) of the Plan is amended to read as follows, effective with
respect to claims filed on or after January 1, 2002:


10.6         Appeal
Procedure.


*            *            *


(d)          
Regulations


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


 


8

















 


IN
WITNESS WHEREOF,
VWR International, Inc. has caused this Amendment No. 1 to be duly executed
this 25 day of November, 2002.


	
  Attest:

  	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


9

















 


AMENDMENT
NO. 2

TO THE

VWR INTERNATIONAL, INC.

RETIREMENT PLAN


 


(As Amended
and Restated Effective January 1, 2001)


 


WHEREAS, VWR International, Inc. (the
“Corporation”) maintains the VWR International, Inc. Retirement Plan (the
“Plan”) for the benefit of the eligible employees of the Corporation and its
participating affiliates; and


WHEREAS, the Plan was most recently amended and
restated effective January 1, 2001, and was further amended by Amendment No. 1
effective January 1, 2003; and


WHEREAS, the Corporation desires to amend the
Plan in order to comply with the requirements of the District Director of
Internal Revenue;


NOW, THEREFORE, effective on and after January 1, 2001,
and prior to January 1, 2003, Section 3.4 the Plan is hereby amended to
read as follows:


3.4          
Requirements Concerning Distributions.


All benefit distributions under the Plan shall be
subject to the following requirements:


(a)          
Before Death.


(1)          
Commencement of Benefit Payments.  The distribution of benefits to
each Participant who is entitled to a benefit under the Plan shall be made or
shall commence not later than April 1 of the calendar year following the
calendar year in which he or she attains age 701⁄2.  Any additional benefits
which accrue after a Participant begins receiving distributions under this
subparagraph (1) shall be distributed as a separate identifiable component
beginning with the first payment interval ending in the calendar year
immediately following the calendar year in which the benefits accrue. 
Additional benefit accruals for a calendar year shall be reduced (but not below
zero) by the Actuarial Equivalent of the benefit payments made to the
Participant during that calendar year, as permitted by
section 411(b)(1)(H)(iii)(I) and regulations thereunder.

















(2)          
Duration of Benefit Payments.  The distribution of benefit payments
to each Participant shall be made under regulations prescribed by the Secretary
of the Treasury:


(A)         
Over the life of the Participant, or over the lives of the Participant and his
or her designated Beneficiary; or


(B)          
Over a period not extending beyond the life expectancy of the Participant or
the joint life and last survivor expectancy of the Participant and his or her
designated Beneficiary.


(b)          
After Death.


(1)          
Distributions Already Begun.  If a Participant dies after
distribution of his or her interest has commenced under paragraph (a), the
remaining portion of his or her interest shall be distributed at least as
rapidly as his or her interest would have been distributed under the method in
effect as of the date of his or her death.


(2)          
Rule for Other Cases.  If a Participant dies before distribution of
his or her interest has commenced, and if any portion of his or her interest is
payable to (or for the benefit of) his or her designated Beneficiary,
distribution may be made, under regulations prescribed by the Secretary of the
Treasury, over the life of the designated Beneficiary or over a period not
extending beyond the life expectancy of the designated Beneficiary, provided
the distribution commences not later than the latest of:


(A)         
December 31 of the calendar year after the calendar year of the Participant’s
death;


(B)          
Any later date prescribed by regulations of the Secretary of the Treasury; or


(C)          
If the Participant’s designated Beneficiary is his or her surviving spouse,
December 31 of the calendar year in which the Participant would have attained
age 701⁄2.


In
any other case, the entire benefit of the Participant shall be distributed no
later than December 31 of the calendar year including the fifth anniversary of
his or her death.


 


2

















For purposes of this subparagraph (2),
distributions shall be made under the method which results in later commencement
unless the Beneficiary irrevocably elects otherwise prior to the date on which
distributions are required to commence under the method elected by the
Beneficiary.


(3)          
Special Rule for Surviving Spouse.  For purposes of
subparagraph (2), if the Participant’s designated Beneficiary is his or
her surviving spouse and his or her surviving spouse dies before distributions
begin, then this paragraph (b) shall be applied as if the surviving spouse
were the Participant.


(4)          
Special Rule for Child.  Under regulations prescribed by the
Secretary of the Treasury, any amount paid to a child under this
paragraph (b) shall be treated as if it had been paid to a surviving
spouse, provided the amount will become payable to the surviving spouse upon
the child’s attaining majority (or upon any other designated event permitted
under the regulations).


(c)          
Regulations Control.  Notwithstanding any other provision of the
Plan, distributions under the Plan shall comply with section 401(a)(9) of
the Code, including the minimum distribution incidental benefit requirements of
section 401(a)(9)(G) of the Code, and regulations issued thereunder. 
This Section 3.4 and section 401(a)(9) of the Code shall take
precedence over any distribution options in the Plan inconsistent with this
Section 3.4 or section 401(a)(9) of the Code.  With respect to
distributions under the Plan made in calendar years beginning on or after
January 1, 2001, the Plan shall apply the minimum distribution requirements of
section 401(a)(9) in accordance with the regulations thereunder which were
proposed in January 2001, notwithstanding any provision of the Plan to the
contrary.  This provision shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations
under section 401(a)(9) of the Code or such other date as is specified in
guidance published by the Internal Revenue Service.


IN WITNESS WHEREOF, VWR International, Inc. has caused this
Amendment No. 2 to be duly executed this 25 day of September, 2003.


	
  Attest:

  	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


3

















 


AMENDMENT
NO. 3

TO THE

VWR INTERNATIONAL, INC.

RETIREMENT PLAN


 


(As
Amended and Restated Effective January 1, 2001)


 


WHEREAS, VWR International, Inc. (the
“Corporation”) maintains the VWR International, Inc. Retirement Plan (the
“Plan”) for the benefit of the eligible employees of the Corporation and its
participating affiliates; and


WHEREAS, the Plan was most recently amended and
restated effective January 1, 2001, and was further amended by Amendments No. 1
and 2; and


WHEREAS, the Corporation desires to amend the
Plan in order to comply with recent regulations under §417(e) of the Internal
Revenue Code of 1986, as amended;


NOW, THEREFORE, effective with respect to distributions
with Annuity Starting Dates on or after January 1, 2004, the Plan is hereby
amended as follows:


1.            
A new Section 5.4A is added to the Plan to read as follows:


5.4A        Retroactive
Annuity Starting Dates.  Notwithstanding the requirements of
Sections 5.1 and 5.4, a Participant may elect an Annuity Starting Date
which is on or before the date the explanation described in Section 5.4 is
provided to the Participant (a “retroactive Annuity Starting Date”), provided
that:


(a)          
The requirements of Treas. Reg. §1.417(e)-1(b)(3)(iv) and (v) or any
successor thereto are satisfied; and


(b)          
The retroactive Annuity Starting Date is the later of (i) the Participant’s Regular
Retirement Date, or (ii) the first date of the month on or after the date of
the Participant’s termination of employment.


Notwithstanding Section 5.2, if the Participant’s
spouse as of a retroactive Annuity Starting Date is not the Participant’s spouse
as of the date distributions actually commence, that former spouse is not
required to consent to the Participant’s waiver of the Joint and Survivor
Annuity, unless otherwise provided under a Qualified Domestic Relations
Order.  (However, the consent of the Participant’s spouse as of the actual
commencement date may be required

















under
Treas. Reg. §1.417(e)-1(b)(3)(v), even if the benefit is payable in the
form of a Joint and Survivor Annuity.)


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


2.            
Section 10.5(b) of the Plan is amended to read as follows:


10.5         Claims
Procedure.


*            *            *


(b)          
Commencement of Payment


The payment of benefits shall commence no later than
60 days after the retirement date specified herein for commencement of such
benefits.  If the information required above is not available prior to
said retirement date, the amount of payment required to commence will not be ascertainable. 
In such event, the commencement of payments shall be delayed until no more than
60 days after the date the amount of such payment is ascertainable.  To
the extent permitted under Section 5.4A, a Participant may elect a retroactive
Annuity Starting Date, in which case a lump-sum payment retroactive to the
applicable retroactive Annuity Starting Date shall be made and monthly payments
shall commence.


IN WITNESS WHEREOF, VWR International, Inc. has caused this
Amendment No. 3 to be duly executed this 16 day of January, 2004.


	
  Attest:

  	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Stephen J. Kunst

  	
   

  	
   

  	
  Walter W. Zywottek

  



 


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