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                           CERTIFICATE OF DESIGNATION

                                       OF

                        SERIES B NON-VOTING COMMON STOCK

                                       OF

                      FISHER SCIENTIFIC INTERNATIONAL INC.


                    -----------------------------------------

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

                    -----------------------------------------



                  FISHER SCIENTIFIC INTERNATIONAL INC., a Delaware corporation
(the "Corporation"), certifies that pursuant to the authority contained in its
Restated Certificate of Incorporation, as amended, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, its Board of Directors (the "Board of Directors") has adopted the
following resolution creating a new series of its Common Stock, par value $.01
per share (the "Common Stock"), designated as Series B Non-Voting Common Stock;

         RESOLVED, that a new series of the class of authorized Common Stock,
par value $.01 per share, of the Corporation be hereby created, and that the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

                  SERIES B NON-VOTING COMMON STOCK:

                  Section I. DESIGNATION AND AMOUNT. The shares of such series
         shall be designated as "Series B Non-Voting Common Stock" and the
         number of shares constituting such series shall be 9,000,000. Such
         number of shares may be increased or decreased by resolution of the
         Board of Directors; PROVIDED THAT no decrease shall reduce the number
         of shares of Series B Non-


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         Voting Common Stock to a number less than the number of shares then
         outstanding plus the number of shares reserved for issuance upon the
         exercise of outstanding options, rights or warrants or upon the
         conversion of any outstanding securities issued by the Corporation
         convertible into Series B Non-Voting Common Stock.

                  Section II. VOTING RIGHTS; NON-VOTING COMMON STOCK. Except as
         set forth herein or as otherwise required by law, each outstanding
         share of Series B Non-Voting Common Stock shall not be entitled to vote
         on any matter on which the stockholders of the Corporation shall be
         entitled to vote, and shares of Series B Non-Voting Common Stock shall
         not be included in determining the number of shares voting or entitled
         to vote on any such matters; PROVIDED THAT the holders of Series B
         Non-Voting Common Stock shall have the right to vote as a separate
         class on any merger or consolidation with or into another entity or
         entities, any recapitalization or reorganization, or any amendment,
         repeal or modification of any provision of the Certificate of
         Incorporation or this Certificate of Designation that adversely affects
         the powers, preferences or special rights of holders of the Series B
         Non-Voting Common Stock.

                  Section III. DIVIDENDS AND DISTRIBUTIONS. Any dividend or
         distribution on the Voting Common Stock, par value $.01 per share, of
         the Corporation (the "Voting Common Stock") also shall be payable on
         shares of the Series B Non-Voting Common Stock, share and share alike;
         PROVIDED THAT (i) in the case of dividends payable in shares of Voting
         Common Stock, or options, warrants or other rights to acquire shares of
         Voting Common Stock, holders of Series B Non-Voting Common Stock may
         elect to receive all or a portion of the securities so payable in
         shares of, or options, warrants or other rights to acquire, Voting
         Common Stock or Series B Non-Voting Common Stock or a combination
         thereof and (ii) if the dividends consist of other voting securities,
         the Corporation shall make available to each holder of Series B
         Non-Voting Common Stock, at such holder's request, dividends consisting
         of non-voting securities which are otherwise identical to the voting
         securities, and holders of Series B Non-Voting Common Stock may elect
         to receive all or a portion of the dividend in non-voting securities,
         voting securities or a combination thereof.

                  Section IV. LIQUIDATION, DISSOLUTION OR WINDING UP. In the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation, after payment or provision of the debts
         and other liabilities of the Corporation, the holders of shares of
         Series B Non-Voting Common 


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         Stock shall be entitled to share pari passu with the holders of Voting
         Common Stock in the remaining net assets of the Corporation.

                  Section V. CONVERSION. Shares of Series B Non-Voting Common
         Stock may not be converted into shares of Voting Common Stock;
         PROVIDED, HOWEVER, that, (i) if at any time any holder of Series B
         Non-Voting Common Stock determines in good faith that in connection
         with the requirements applicable to "pooling of interest" accounting
         treatment, there is a material change in any applicable law or
         government rule, regulation, order, guideline or directive, or any
         material change in interpretation or administration thereof by any
         applicable authority, then shares of Series B Non-Voting Common Stock
         may be converted on a share-for-share basis into shares of Voting
         Common Stock at the sole discretion of the holders of Series B
         Non-Voting Common Stock, (ii) if at any time any holder of Series B
         Non-Voting Common Stock desires to transfer all or a portion of the
         shares of Series B Non-Voting Common Stock held by such holder, then
         such shares of Series B Non-Voting Common Stock may be converted on a
         share-for-share basis upon such transfer into shares of Voting Common
         Stock at the sole discretion of such holder, (iii) if the Corporation
         sells or issues Common Stock and by virtue of that sale or issuance,
         the percentage of Voting Common Stock held by a shareholder of Series B
         Non-Voting Common Stock is decreased, such holder of Series B
         Non-Voting Common Stock may then convert a portion of its Series B
         Non-Voting Common Stock on a share-for-share basis into Voting Common
         Stock such that the percentage of Voting Common Stock held by such
         holder after such conversion is equal to the greater of the percentage
         of Voting Common Stock held by such holder immediately after the
         effectiveness of the THL Exchange (defined below) and the date of the
         sale or issuance of Common Stock by the Corporation, (iv) if a holder
         of Series B Non-Voting Common Stock reasonably believes that a
         Conversion Event (defined below) will occur, such holder may, within 15
         days of the Conversion Event, convert its Series B Non-Voting Common
         Stock on a share-for-share basis into Voting Common Stock, and provided
         that if such conversion immediately precedes the Conversion Event, such
         holder may be entitled to vote the recently converted shares on any
         matter pertaining to the Conversion Event and (v) if a transaction
         specified in either part (b) or part (c) of the definition of
         Conversion Event shall occur, a holder of Series B Non-Voting Common
         Stock may, upon such Conversion Event, convert its Series B Non-Voting
         Common Stock into Voting Common Stock on a share-for-share basis and
         cause the newly converted Voting Common Stock to be delivered to the
         acquiring person in such transaction.


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                  "THL Exchange" shall mean the exchange by Thomas H. Lee Equity
         Fund III, L.P. ("THL") and certain individuals and entities associated
         with THL of 9,000,000 shares of Voting Common Stock on a
         share-for-share basis for shares of Series B Non-Voting Stock as
         contemplated by an Exchange Agreement, dated as of March 29, 1999,
         among the Corporation, THL and certain individuals and entities
         associated with THL.

                  "Conversion Event" shall mean (a) any public offering or
         public sale of securities of the Corporation (including a public
         offering registered under the Securities Act of 1933 and a public sale
         pursuant to Rule 144 of the Regulations of the Securities and Exchange
         Commission), (b) any sale of securities of the Corporation to a person
         or group of persons, if, after such date, such person or group would
         own or control securities which possess in the aggregate the ordinary
         voting power to elect a majority of the Corporation's Board of
         Directors or (c) a merger, consolidation or similar transaction
         involving the Corporation if, after such transaction, a person or group
         of persons would own or control securities which possess in the
         aggregate the ordinary voting power to elect a majority of the
         surviving Corporation's Board of Directors.

                  Section VI. CONVERSION PROCEDURE. Each conversion of shares of
         Common Stock of the Corporation into shares of another class of Common
         Stock of the Corporation shall be effected by the surrender of the
         certificate or certificates representing the shares to be converted
         (the "Converting Shares") at the principal office of the Corporation
         (or such other office or agency of the Corporation as the Corporation
         may designate by written notice to the holders of Common Stock) at any
         time during its usual business hours, together with written notice by
         the holder of such Converting Shares, stating that such holder desires
         to convert the Converting Shares, or a stated number of the shares
         represented by such certificate or certificates, into an equal number
         of shares of the class into which such shares may be converted (the
         "Converted Shares"). Such notice shall also state the name or names
         (with addresses) and denominations in which the certificate or
         certificates for Converted Shares are to be issued and shall include
         instructions for the delivery thereof. The Corporation shall promptly
         notify each holder of Converting Shares of its receipt of such notice.
         Promptly after such surrender and the receipt of such written notice,
         the Corporation will issue and deliver in accordance with the
         surrendering holder's instructions the certificate or certificates
         evidencing the Converted Shares issuable upon such conversion, and the
         Corporation will deliver to the converting holder a certificate (which
         shall contain such legends as were set forth on the surrendered
         certificate or 


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         certificates) representing any shares which were represented by the
         certificate or certificates that were delivered to the Corporation in
         connection with such conversion, but which were not converted. Such
         conversion, to the extent permitted by law, shall be deemed to have
         been effected as of the close of business on the date on which such
         certificate or certificates shall have been surrendered and such notice
         shall have been received by the Corporation, and at such time the
         rights of the holder of the Converting Shares as such holder shall
         cease and the person or persons in whose name or names the certificate
         or certificates for the Converted Shares are to be issued upon such
         conversion shall be deemed to have become the holder or holders of
         record of the Converted Shares. Upon issuance of shares in accordance
         with this Section VI, such Converted Shares shall be deemed to be duly
         authorized, validly issued, fully paid and non-assessable. The
         Corporation shall take all such actions as may be necessary to assure
         that all such shares of Common Stock may be so issued without violation
         of any applicable law or governmental regulation or any requirements of
         any domestic securities exchange upon which shares of Common Stock may
         be listed (except for official notice of issuance which will be
         immediately transmitted by the Corporation upon issuance). The
         Corporation shall not close its books against the transfer of shares of
         Common Stock in any manner which would interfere with the timely
         conversion of any shares of Common Stock.

                  Notwithstanding any provision of this Section VI to the
         contrary, each holder of Series B Non-Voting Common Stock shall be
         entitled to convert shares of Series B Non-Voting Common Stock in
         connection with any Conversion Event if such holder reasonably believes
         that such Conversion Event will be consummated, and a written request
         for conversion from any holder of Series B Non-Voting Common Stock to
         the Corporation stating such holder's reasonable belief that a
         Conversion Event shall occur, shall be conclusive and shall obligate
         the Corporation to effect such conversion in a timely manner so as to
         enable each such holder to participate in such Conversion Event. The
         Corporation will not cancel the shares of Series B Non-Voting Common
         Stock so converted before the 15th day following such Conversion Event
         and will reserve such shares until such 15th day for reissuance in
         compliance with the next sentence. If any shares of Series B Non-Voting
         Common Stock are converted into shares of Voting Common Stock in
         connection with a Conversion Event and such shares of Voting Common
         Stock are not actually distributed, disposed of or sold pursuant to
         such Conversion Event, such shares of Voting Common Stock shall be
         promptly offered to the Corporation in exchange for the same number of
         shares of Series B Non-Voting Common Stock.


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                  Section VII. STOCK SPLITS; ADJUSTMENTS. If the Corporation
         shall in any manner subdivide (by stock split, stock dividend or
         otherwise) or combine (by reverse stock split or otherwise) the
         outstanding shares of Voting Common Stock, then the outstanding shares
         of Series B Non-Voting Common Stock shall be subdivided or combined, as
         the case may be, to the same extent, share and share alike.

                  In the case of any reorganization, reclassification or change
         of shares of Voting Common Stock (other than a change in par value or
         from par to no par value), or in the case of any consolidation of the
         Corporation with one or more corporations or a merger of the
         Corporation with another corporation (other than a consolidation or
         merger in which the Corporation is the resulting or surviving
         corporation and which does not result in any reclassification or change
         of outstanding shares of Voting Common Stock), each holder of a share
         of Series B Non-Voting Common Stock shall have the right to convert
         such share into the kind and amount of shares of stock (or other
         securities) receivable upon such reorganization, reclassification,
         change, consolidation or merger by a holder of the number of shares of
         Voting Common Stock into which such shares of Series B Non-Voting
         Common Stock might have been converted immediately prior to such
         reorganization, reclassification, change, consolidation or merger. A
         holder subject to this provision may elect to receive non-voting
         securities in lieu of voting securities upon conversion of its Series B
         Non-Voting Common Stock into the consideration receivable in any such
         transaction.

                  Section VIII. NO CHARGE. The issuance of certificates for
         shares of Series B Non-Voting Common Stock shall be made without charge
         to holders of such shares for any issuance tax in respect thereof or
         other cost incurred by the Corporation in connection with the issuance
         of such shares.


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                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation of Series B Non-Voting Common Stock to be duly
executed by its Vice President, Secretary and General Counsel this 29th day of
March, 1999.


                                    FISHER SCIENTIFIC INTERNATIONAL INC.


                                    By: /s/ Todd M. DuChene
                                        ----------------------------------------
                                        Name: Todd M. DuChene
                                        Title: Vice President, Secretary and
                                               General Counsel



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SCHEDULE I

CERTAIN NAMED INDIVIDUAL SHAREHOLDERS OF THL

David V. Harkins
The 1995 Harkins Gift Trust
Thomas. R. Shepherd Money Purchase Pension Plan (Keogh)
Scott A. Schoen
C. Hunter Boll
Scott M. Sperling
Sperling Family Limited Partnership
Anthony J. DiNovi
Thomas M. Hagerty
Warren C. Smith, Jr.
Seth W. Lawry
Joseph J. Incandela
Kent R. Weldon
Terrence M. Mullen
Todd M. Abbrecht
Wendy L. Masler
Andrew D. Flaster
First Trust Co. FBO Kristina A. Watts
Charles W. Robins
James Westra
Charles A. Brizius



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SCHEDULE II

THL INDIVIDUALS

Thomas H. Lee
Barbara F. Lee
George R. Taylor
Andrew T. Mulderry
Anj an Mukherjee
Jeffrey B. Kovach
Charles S. Woo
Paxman & Co. for Robert Schiff Lee 1988 Irrevocable Trust 
Paxman & Co. for Stephen Zachary Lee 1988 Irrevocable Trust 
THL Investment Management Corp.



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SCHEDULE III

INITIAL CLASSIFIED BOARD OF DIRECTORS

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CLASS I                  CLASS II                   CLASS III           
TERM EXPIRING 1999       TERM EXPIRING 2000         TERM EXPIRING 2001  
------------------       ------------------         ------------------  
                                                                        
Mitchell Blutt           [DLJ Nominee]              Robert Day          
David Harkins            Anthony J. DiNovi          Michael Dingman     
Paul Meister             Paul Montrone              Kent Weldon         
                         Scott Sperling             

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