**Exhibit10.8(c)**

**AMENDMENTNO. 2****TO THE****VWR INTERNATIONAL, INC. RETIREMENT PLAN**

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

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

**WHEREAS,**thePlan was most recently amended and restated effective June 1, 2005, and wassubsequently amended by Amendment No. 1, also effective June 1, 2005; and

**WHEREAS,**VWRdesires to amend the Plan to freeze benefit accruals with respect to TeamstersLocal Union No. 676, International Brotherhood of Teamsters, AFL-CIO;

**NOW,THEREFORE,**effective December 1, 2006, the Plan is herebyamended as follows:

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

1.20         FreezeDate means May 31, 2005; provided that (i) in the case of a BridgeportEmployee who is not a Grandfathered Participant, “Freeze Date” shall meanNovember 30, 2006; (ii) in the case of a Grandfathered Participant who is not aBridgeport Employee, “Freeze Date” shall mean May 31, 2008, or, if earlier, theGrandfathered Participant’s date of Termination; and (iii) in the case of aBridgeport Employee who is a Grandfathered Participant, “Freeze Date” shallmean April 30, 2009, or, if earlier, the Bridgeport Employee’s date ofTermination.

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

1.24         GrandfatheredParticipant means a Participant who is an Eligible Employee as of June 1,2005, who has at least a ten-year Period of Service as of such date, and thesum of whose age and Period of Service as of such date (in years and completedmonths) is at least 65.

**3.             Section 2.1 of the Plan is amended to read as follows:**

2.1           Eligibilityfor Participation.  No person shallbecome a Participant under this Plan on or after December 1, 2006.

**4.             Section 2.2 of the Plan is amended to read as follows:**

2.2           ReemploymentAfter a Termination.  No person whois rehired on or after December 1, 2006, shall commence or resume participationin the Plan.

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

4.5           ReemploymentAfter Retirement.

Upon reemployment on or after December 1, 2006, aParticipant shall continue to receive retirement benefits, but shall not resumeaccruing benefits under the Plan.  AParticipant other than a Bridgeport Employee who was rehired prior to June 1,2005, or a Bridgeport Employee who was rehired prior to December 1, 2006, maycontinue accruing benefits until his or her Freeze Date.

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

**INWITNESS WHEREOF,**VWR International, Inc. has caused thisAmendment No. 2 to be duly executed this        dayof                 ,2006.
| Attest: |   | VWR INTERNATIONAL, INC. |
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|    |   | By:                     |   |

 

 

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