exv10w10wxby



 





Exhibit 10.10(b)




FIRST AMENDMENT

TO THE

VWR INTERNATIONAL, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

TRUST AGREEMENT




          WHEREAS, VWR International, Inc. and Wells Fargo Bank, N.A. (the “Trustee”) entered into a
Trust Agreement (the “Agreement”) under the VWR International, Inc. Nonqualified Deferred
Compensation Plan (the “Plan”) on May 1, 2007; and




          WHEREAS, a “Change of Control” of VWR International, Inc., as defined in Section 13.4 of the
Agreement, occurred on June 29, 2007; and




          WHEREAS, in connection with such Change of Control, VWR International, Inc. was converted to a
limited liability company in accordance with Delaware law and renamed VWR International, LLC (the
“Company”); and




          WHEREAS, the Company and the Trustee desire to amend the Agreement in order to reflect such
conversion and to revise the provisions of the Agreement relating to the effect of a Change of
Control; and




          WHEREAS, under Section 12.4 of the Plan, the Agreement cannot be amended on or after the date
of a Change of Control without the consent of all Plan participants and beneficiaries of deceased
participants, with certain irrelevant exceptions;




          NOW, THEREFORE, subject to the consent of all Plan participants (there being no deceased
participants), the Company and the Trustee hereby amend the Agreement as follows:





	1.	 	Effective on and after June 29, 2007, the term “Company” is redefined to mean VWR
International, LLC.





2. Effective May 1, 2007, Section 13.4 of the Plan is amended to read as follows:





          Section 13.4 For purposes of this Trust, “Change of Control” shall mean a “change in
control event” as defined in Treasury regulations or other guidance issued pursuant to Code
§409A, provided that:




               (1) An event shall not be treated as a Change of Control if the Company or its
successor enters into a binding written agreement in connection with such change in control
event to continue the Plan and Trust Agreement in effect in accordance with their terms
immediately prior to such change in control event (except to the extent required by
applicable law) for a period of 10 years following such change in control event. If, prior
to the end of such period, the Company or its successor fails to continue the Plan and Trust
Agreement in effect pursuant to such agreement, a Change of Control shall be deemed to occur
on the date such failure first occurs.



 









 






               (2) An event shall not be treated as a Change in Control with respect to any amounts
deposited by the Company to the Trust after the date of such event, in accordance with the
terms of the Plan, in connection with benefits which accrue under the Plan after the date of
such event and which do not become payable under the Plan as a result of such event (as
adjusted for earnings and losses).



          IN WITNESS WHEREOF, the Company and the Trustee have caused this First Amendment to the
Agreement to be executed by individuals thereunto duly authorized as of the day and year first
above written.




	 	 	 	 	 	 	 	 	 	 	 
	VWR INTERNATIONAL, LLC	 	 	 	WELLS FARGO BANK, N.A., Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







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