Exhibit 10.11


VWR CORPORATION

SUPPLEMENTAL BENEFITS PLAN


(As Amended and Restated Effective
November 1, 1990)


1.            
Purpose.  The purpose in establishing this Supplemental Benefits
Plan is to provide retirement compensation to specifically designated
participants of the VWR Corporation Retirement Plan (“Retirement Plan”) under
the terms of that Retirement Plan without regard to limitations on benefits
imposed under Internal Revenue Code (“Code”) Sections 415 and Section
401(a)(17) which apply to the Retirement Plan.


2.            
Effective Date.  This Plan was established effective March 1, 1986
and was restated in its entirety effective November 1, 1990.


3.            
Participation.  This Plan shall include only those management or
highly compensated employees who have been specifically designated by the
President of VWR Corporation as eligible to participate in this Plan. 
Such employees shall be referred to hereinafter as “Participants.”  An
employee’s designation as a Participant may be revoked by the Compensation
Committee at any time upon recommendation of the President of VWR
Corporation.  Upon such revocation, the employee shall only be entitled to
benefits that may have accrued and become vested under the Plan on or before
the date of such revocation.


4.            
Benefit Determination Date.  Benefits shall be determined under
this Plan as of the same date that benefits are determined under the Retirement
Plan.


5.            
Benefit Amount.  The benefits under this Plan shall equal the difference,
if any, between (a) and (b) below:


(a)          
The vested monthly benefit for the life of the Participant, as calculated under
the Retirement Plan, without regard to the limitations described in Internal
Revenue Code Sections 415 and 401(a)(17), as amended from time to time, and as
described in regulations and publications issued under those Code Sections.


(b)          
The vested monthly benefit for the life of the Participant, as calculated under
the terms of the Retirement Plan, which includes limitations described in
Internal Revenue Code Sections 415 and 401(a)(17), as amended from time to
time, and as described in regulations and publications issued under those Code
Sections.


6.            
Spouse’s Death Benefit.  If a death benefit is payable under the
Retirement Plan to a spouse of a Participant, that spouse is eligible to
receive benefits under this

















Plan. 
The benefit shall be calculated in the same manner as under Section 5; that is,
the death benefit under this Plan shall equal the difference, if any, between
(a) the spouse’s death benefit calculated under the Retirement Plan without
regard to the limitations described in Code Sections 415 and 401(a)(17), and
(b) the spouse’s death benefit as calculated under the terms of the VWR Corporation
Retirement Plan which includes limitations described in Code Sections 415 and
401(a)(17).


7.            
Date and Form of Payment.  Benefit payments under this Plan shall
commence at the same time as the benefit under the Retirement Plan commences. 
The benefit shall be paid in the same form as the benefit is paid under the
Retirement Plan and the actuarial equivalent assumptions used in determining
the benefit in a given form shall be the same as are used to determine the
benefit under the Retirement Plan.


8.            
Reemployment After Payments Begin.  If a Participant is reemployed
after benefits commence, the Participant shall continue receiving benefits
under this Plan.  When the Participant retires for the final time, the
benefit under this Plan shall be adjusted in the same manner as the benefit is
adjusted under the Retirement Plan.


9.            
Termination and Amendment of the Plan.  This Plan shall continue in
effect until terminated by resolution of the Board of Directors.  In the
event of such termination, all amounts accrued and vested to date of
termination shall be payable pursuant to the terms of this Plan as if the Plan
had not been terminated.  The Plan may be amended from time to time by
resolution of the Board of Directors.  No amendment or terminating
resolution shall reduce any vested benefit accrued to the date of the
resolution amending or terminating the Plan.  This Plan is intended to be
exempt from the provisions of Parts 2, 3 and 4 of Title I of the Employee Retirement
Income Security Act of 1974, as amended.


10.          
Source of Benefit Payments.  No Participant shall acquire any
property interest in any assets of VWR Corporation as a consequence of
participating in this Plan.  A Participant’s rights are limited to receiving
payments as set forth in this Plan.  The Plan is unfunded, and to the
extent that any Participant acquires a right to receive benefits, such right
shall be no greater than the right of any unsecured general creditor of VWR
Corporation.  Any funds of VWR Corporation available to pay benefits under
the Plan shall be subject to the claims of general creditors of VWR Corporation
and may be used for any purpose by VWR Corporation.


11.          
Retirement Plan Committee.  This Plan shall be administered by the
Retirement Plan Committee (“Committee”).  The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction shall be final and binding on all
parties.  The Committee shall administer such terms and provisions in a
uniform and nondiscriminatory manner.


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12.          
Claims Procedure.  The following is the procedure for making claims
under this Plan or appealing a decision made with respect to this Plan.


(a)          
Filing Claim for Benefits.  If a person does not receive the timely
payment of the benefits which he or she believes are due under the Plan, such
person (hereinafter referred to as the “Applicant”) may make a claim for
benefits.  All claims for benefits under the Plan shall be made in writing
and shall be signed by the Applicant.  Claims shall be submitted to the
Committee.  Each claim shall be approved or disapproved within 90 days
following the receipt of the information necessary to process the claim. 
In the event the Committee denies a claim for benefits in whole or in part, the
Committee shall notify the Applicant in writing of the denial of the claim and
notify the Applicant of the right to a review of the decision.  Such
notice shall also set forth the specific reason for such denial, the specific
provisions of the Plan on which the denial is based, a description of any
additional material or information necessary to perfect the claim with an explanation
of why such material or information is necessary, and an explanation of the
Plan’s appeals procedure.  If no action is taken by the Committee on an
Applicant’s claim within 90 days after receipt by the Committee, such claim
shall be deemed to be denied for purposes of the following appeals procedure.


(b)          
Appeals Procedure.  Any Applicant whose claim for benefits is
denied in whole or in part may appeal to the Committee for a review of the
decision.  Such appeal must be made within three months after the
Applicant has received actual or constructive notice of the denial.  An
appeal must be submitted in writing within such period and must:


(i)           
Request a review by the Committee of the claim for benefits under the Plan;


(ii)          
Set forth all of the grounds upon which the Applicant’s request for review is
based on and any facts in support thereof; and


(iii)         
Set forth any issues and comments which the Applicant deems pertinent to the
appeal.


The Committee shall act upon each appeal within 60
days after receipt unless special circumstances require an extension of the
time for processing, in which case a decision shall be rendered by the
Committee as soon as possible but not later than 120 days after the appeal is
received by the Committee.  The Committee shall make full and fair review
of each appeal and any written materials submitted by the Applicant in
connection.  The Committee may require the Applicant to submit such
additional facts, documents or other evidence as the Committee in its
discretion deems necessary or advisable in making its review.  On the
basis of its review, the Committee shall make an


 


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independent
determination of the Applicant’s eligibility for benefits under the Plan. 
The decision of the Committee shall be final and conclusive.


13.          
Alienation.  The right of any person to receive payments under this
Plan shall not be subject to any type of assignment or pledge, nor shall such
right be liable for or subject to the debts, contracts, liabilities or torts of
such person.


14.          
Employee Benefit Statement.  Each employee covered by this Plan
shall receive a statement each year which shows total benefits accrued under
this Plan.


15.          
Withholding.  Benefit payments shall be subject to applicable
federal, state or local withholding for taxes.


16.          
Successors.  In the event of any consolidation, merger, acquisition
or reorganization, the obligations of VWR Corporation under this Plan shall
continue and be binding on VWR Corporation and its successors.


17.          
Governing Law.  This Plan shall be construed in accordance with
applicable federal law, and, to the extent federal law is inapplicable, under
the laws of the Commonwealth of Pennsylvania.


DATED as of the      5th     
day of      June     ,
1991.


	
   

  	
  VWR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


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