8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 13, 2005

Fisher Scientific International Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	1-10920	02-0451017
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	I.R.S. Employer Identification No.)

Liberty Lane, Hampton, New Hampshire	03842
(Address of principal executive offices)	(Zip Code)

(603) 926-5911

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.01 FORM OF PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
EX-10.02 FORM OF PERFORMANCE BASED RESTRICTED STOCK UNIT PURCHASE AGREEMENT
EX-10.03 FISHER SCIENTIFIC INTERNATIONAL INC. DEFERRED COMPENSATION PLAN
EX-10.04 NOTIFICATION RELATING TO ONE YEAR POST-EXCERCISE HOLDING REQUIREMENT

Item 1.01 Entry into a Material Definitive Agreement.

Fisher Scientific International Inc. (the “Company”) is focused on 1) ensuring that key employees are also stockholders and 2) that significant compensation plans are based on the Company’s financial performance. In light of the foregoing, the Compensation Committee of the Board of Directors (the “Committee”) of the Company has taken the following actions at a meeting on December 13, 2005.

Approval of Performance Based Restricted Stock Unit Agreement

The Committee approved the Executive Long Term Incentive Program in the form of a Performance Based Restricted Stock Unit Agreement to be entered into with a grantee upon the issuance of restricted stock units under the Company’s 2005 Equity and Incentive Plan (the “2005 Plan”). The grant of restricted stock units shall vest based on the attainment of certain earnings per share performance goals over time.

A copy of such form agreement is filed herewith as Exhibit 10.01.

Approval of Performance Based Restricted Stock Unit Purchase Program

The Committee approved a program whereby certain eligible key employees, including executive officers Paul M. Montrone, Paul M. Meister, David T. Della Penta, Kevin P. Clark and Thomas L. Rea, may elect to give up a percentage of their cash compensation for 2006 (including base salary and incentive bonus) in exchange for a grant of performance based restricted stock units. Under the program, the employee may elect to give up either 10% or 20% of the employee’s 2006 annual cash compensation to purchase restricted stock units issued under the 2005 Plan equal to a multiple of the cash amount given up (the “RSU’s”). For employees that elect to give up 10% of their cash compensation, the applicable multiple will be 2. For employees that elect to give up 20% of their cash compensation, the applicable multiple will be 4. The RSU’s shall be subject to the attainment of certain earnings per share performance goals over time, structured similarly to the Executive Long Term Incentive Program. However, in recognition of the fact that employees paid for the RSU’s, upon a Change in Control of the Company (as defined in the 2005 Plan), the RSU’s shall become vested and the performance goals shall be deemed to be achieved at the greater of (i) the target level for the performance period, or (ii) the actual level of achievement of such performance goals as of the time of the Change in Control, adjusted to assume the same level of performance as the actual performance through the entire performance period.

A copy of the form of Performance Based Restricted Stock Unit Purchase Agreement is filed herewith as Exhibit 10.02.

Approval of Deferred Compensation Plan

The Committee approved the Fisher Scientific International Inc. Deferred Compensation Plan pursuant to which certain employees, including the executive officers named above, shall be entitled to defer up to 100% of their base salary and annual bonus otherwise payable to them. Upon deferral of salary or bonus, such funds shall be used by the Company to purchase Company common stock in the open market, and such shares will be held in a rabbi trust on behalf of each participant. A participant will at all times be 100% vested in his or her deferral account. Such shares shall be payable to the participant in accordance with the participant’s deferral election or upon the occurrence of certain other events as permitted under Section 409A of the Internal Revenue Code, as amended.

A copy of the Fisher Scientific International Inc. Deferred Compensation Plan is filed herewith as Exhibit 10.03.

Holding Requirement of Certain Outstanding 2003 Stock Option Awards

On September 26, 2003, certain key employees, including the executive officers named above, received options to purchase Company common stock that required these employees to hold for a period of one year any share of common stock received upon exercise of such option. The Committee agreed to drop the one-year post-exercise holding requirement.

A copy of the document evidencing the above action is filed herewith as Exhibit 10.04

Other Matters

Non-Resident State Tax Compliance Program

The Company is committed to complying with the increasingly complex state tax regulations regarding employees who conduct business on behalf of their employers outside their state of residency. In order to so comply, the Compensation Committee has approved the following program for certain key employees, including the executive officers named above. The Company shall assure that where practicable state income taxes are withheld in accordance with law for all applicable employees who conduct business on behalf of the Company in a state outside of their state of residency. To the extent such out of state taxes result in additional taxes to the employee, the Company shall gross up such tax payments to the relevant employee; to the extent such withholdings (or failure to withhold) are disputed by the relevant state taxing authority, the Company will indemnify the employee against all liabilities (including defense costs).

Approval of Increase in Salary for Named Executive Officers

The Committee approved an increase in the salary of each of Paul M. Montrone, the Company’s Chairman and Chief Executive Officer and Kevin P. Clark, the Company’s Vice President and Chief Financial Officer. Effective January 1, 2006, Mr. Montrone’s base salary will be increased from $1,100,000 to $1,200,000 and Mr. Clark’s base salary will be increased from $375,000 to $500,000.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

See Exhibit Index below.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FISHER SCIENTIFIC INTERNATIONAL INC.
Dated: December 19, 2005	By:	/s/ Paul M. Meister
		Name:	Paul M. Meister
		Title:	Vice Chairman

EXHIBIT INDEX

Exhibit No.	Description
10.01	Form of Performance Based Restricted Stock Unit Agreement
10.02	Form of Performance Based Restricted Stock Unit Purchase Agreement
10.03	Fisher Scientific International Inc. Deferred Compensation Plan
10.04	Notification relating to one year post-exercise holding requirement

EX-10.01

Exhibit 10.01

FISHER SCIENTIFIC INTERNATIONAL INC.

2005 EQUITY AND INCENTIVE PLAN

PERFORMANCE BASED

RESTRICTED STOCK UNIT AGREEMENT

     This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the ___day of                    , 200___, is entered into by and between Fisher Scientific International Inc., a Delaware corporation (the “Company”), and                      (the “Grantee” and, together with the Company, the “Parties”).

RECITALS

          A. The Company has adopted and approved the Fisher Scientific International Inc. 2005 Equity & Incentive Plan (the “Plan”); and

          B. The Committee appointed to administer the Plan has determined that Grantee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the award of Restricted Stock Units (as defined below) provided for herein to Grantee; and

          C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

          D. Among other conditions under the Plan, the Committee has the sole authority to construe and interpret the Plan and this Agreement; and

          E. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

          NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

     1. Grant of Restricted Stock Units. Subject to the provisions of this Agreement, the provisions of the Plan, and the provisions of the Company’s current agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time between the Company and [                    ], the Company has granted effective                                          (the “ Grant Date”) units evidencing a right to receive                      shares of common stock of the Company (the “Common Stock”) pursuant to the terms and conditions of this Agreement (the “Restricted Stock Units” or “Restricted Stock Unit Award”).

     2. Restrictions and Vesting Period.

          (a) Restrictions. The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, other than by will or the laws of descent and distribution.

          (b) Vesting Period. Subject to the forfeiture provisions set forth in Section 4(a), the Restricted Stock Units shall become vested and shares of Common Stock shall become deliverable (provided, that such delivery is otherwise in accordance with federal and state securities laws) on the ___anniversary of the Grant Date (the “Performance Period”) subject to the attainment of certain performance goals based on the performance metric set forth in Exhibit A hereto (the “Performance Goals”) as determined by the Committee in its sole discretion, which determination may be made following a review of audited financials of the Company, as applicable, but such shares of Common Stock shall in all events be deliverable by March 15, ___.

          (c) Adjustments. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

          (d) Cash Bonus for Performance above Target. In the event that target performance goals are exceeded, the Committee may, in its discretion, award the Grantee an additional cash payment at the time of vesting.

          (e) Accelerated Vesting upon Change in Control. The provisions relating a Change in Control of the Company as set forth in Section 7(a) of the Plan shall be applicable to the Restricted Stock Unit Award.

     3. No Stockholder Rights. Grantee shall have no rights of a stockholder of the Company with respect to the Restricted Stock Units, including, but not limited to, the rights to vote and receive ordinary dividends, until the date of issuance of a stock certificate for such shares. In the event that the Committee approves an adjustment to the Restricted Stock Unit Award pursuant to Section 5(b) of the Plan, then in such event, any and all new, substituted or additional securities to which Grantee is entitled by reason of the Restricted Stock Unit Award shall be immediately subject to the Restrictions and Vesting Period set forth in Sections 2(a) and 2(b) above with the same force and effect as the Restricted Stock Unit Award subject to such Restrictions immediately before such event.

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     4. Cessation of Employment.

          (a) Forfeiture. If, at any time while the Restricted Stock Unit Award is outstanding, the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated for any reason other than those set forth in Section 4(b) of this Agreement, then any unvested Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Unit Award.

          (b) Continued Vesting. If the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated as a result of the Grantee’s death or Disability the Grantee shall be entitled to receive at the end of the Performance Period the full number of shares of Common Stock that the Grantee would have otherwise received in accordance with Section 2(b) above had the Grantee’s employment or service not terminated during the Performance Period, such amount based on actual corporate performance throughout the Performance Period.

     5. Certificates. Upon vesting, the Company will issue a stock certificate for the shares of Common Stock represented by this Agreement, net of any shares of Common Stock withheld by the Company to satisfy the payment of mandatory taxes as described in Section 6 herein.

     6. Taxes. In order to satisfy payment of taxes due upon vesting of the Restricted Stock Units, the Company shall distribute to the Grantee shares of Common Stock net of the number of whole shares of Common Stock the fair market value of which is equal to the minimum amount of federal, state and local taxes required to be withheld under applicable tax laws.

     7. Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan (including the agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time), then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, any unvested shares of this Restricted Stock Unit Award and any shares that vested under this Agreement within a period of 18 months prior to such breach shall be forfeited to the Company upon demand and any amounts realized upon the sale of such vested shares shall be returned to the Company upon demand. Notwithstanding the foregoing, nothing herein shall prevent the Company from seeking any other remedy in equity or law.

     8. Miscellaneous.

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          (a) Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

          (b) Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at Liberty Lane, Hampton, New Hampshire 03842, Attention: Corporate Secretary, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

          (c) Successor. Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

          (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or the Grantee’s Agreement.

          (e) Amendment. This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.

	FISHER SCIENTIFIC INTERNATIONAL INC.
	BY:
Signature of Grantee: Print name of Grantee
Address
Social Security Number

EX-10.02

Exhibit 10.02

FISHER SCIENTIFIC INTERNATIONAL INC.

2005 EQUITY AND INCENTIVE PLAN

PERFORMANCE BASED

RESTRICTED STOCK UNIT PURCHASE AGREEMENT

     This RESTRICTED STOCK UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of the ___day of                    , 200___, is entered into by and between Fisher Scientific International Inc., a Delaware corporation (the “Company”), and                      (the “Grantee” and, together with the Company, the “Parties”).

RECITALS

          A. The Company has adopted and approved the Fisher Scientific International Inc. 2005 Equity & Incentive Plan (the “Plan”); and

          B. The Committee appointed to administer the Plan has determined that Grantee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the award of Restricted Stock Units (as defined below) provided for herein to Grantee; and

          C. The Grantee is an employee at will and is free to terminate his or her employment at any time and is free to negotiate changes in his or her compensation structure; and

          D. The Grantee has carefully read and fully understands all of the provisions of this Agreement and the Plan, and has knowingly, freely and voluntarily agreed to restructure the Grantee’s compensation structure, including base salary and annual bonus, for calendar year 2006 in exchange for the right to enter into this Agreement, which is valuable and sufficient consideration; and

          E. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

          F. Among other conditions under the Plan, the Committee has the sole authority to construe and interpret the Plan and this Agreement; and

          G. Grantee has knowingly, freely and voluntarily agreed to restructure his or her compensation and has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated; and

          H. Grantee acknowledges that Grantee is a highly compensated, professional employee who has carefully read and fully understands all of the provisions of this Agreement and the Plan, has knowingly, freely and voluntarily elected to restructure the Grantee’s compensation structure, including base salary and annual bonus, for calendar year 2006 in exchange for the right to enter into this Agreement, which is valuable and sufficient consideration, and has agreed to the terms and conditions stated herein.

          NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

     1. Grant of Restricted Stock Units. Subject to the provisions of this Agreement, the provisions of the Plan, and the provisions of the Company’s current agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time between the Company and Grantee, the Company has granted effective                                          (the “ Grant Date”) units evidencing a right to receive                     shares of common stock of the Company (the “Common Stock”) pursuant to the terms and conditions of this Agreement (the “Restricted Stock Units” or “Restricted Stock Unit Award”).

     2. Restrictions and Vesting Period.

          (a) Restrictions. The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, other than by will or the laws of descent and distribution.

          (b) Vesting Period. Subject to the forfeiture provisions set forth in Section 4(a) and accelerated vesting in Section 2(c), the Restricted Stock Units shall become vested and shares of Common Stock shall become deliverable (provided, that such delivery is otherwise in accordance with federal and state securities laws) on the third anniversary of the Grant Date (the “Performance Period”) subject to the attainment of certain performance goals based on the performance metric set forth in Exhibit A hereto as determined by the Committee in its sole discretion (the “Performance Goals”), which determination may be made following a review of audited financials of the Company but in no event later than March 15, 2009.

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          (c) Accelerated Vesting upon a Change in Control. Notwithstanding anything herein to the contrary, upon a Change in Control of the Company, the Restricted Stock Units shall become vested and shall become deliverable (provided that, such delivery is otherwise in accordance with federal and state securities laws) and the Performance Goals shall be deemed to be achieved at the greater of (i) the target level for the Performance Period, or (ii) the actual level of achievement of such Performance Goals as of the time of the Change in Control (calculated as the actual cumulative performance annualized and then assumed for the entire performance period).

          (d) Adjustments. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

          (e) Cash Bonus for Performance above Target. In the event that target performance goals are exceeded, the Committee may, in its discretion, award the Grantee an additional cash payment at the time of vesting. Grantee will only be eligible for the cash bonus if Grantee is employed by the Company at the time any cash bonus is paid.

     3. No Stockholder Rights. Grantee shall have no rights of a stockholder of the Company with respect to the Restricted Stock Units, including, but not limited to, the rights to vote and receive ordinary dividends, until the date of issuance of a stock certificate for such shares. In the event that the Committee approves an adjustment to the Restricted Stock Unit Award pursuant to Section 5(b) of the Plan, then in such event, any and all new, substituted or additional securities to which Grantee is entitled by reason of the Restricted Stock Unit Award shall be immediately subject to the Restrictions and Vesting Period set forth in Sections 2(a) and (b) above with the same force and effect as the Restricted Stock Unit Award subject to such Restrictions immediately before such event.

     4. Cessation of Employment or Service.

          (a) Forfeiture. If, at any time while the Restricted Stock Unit Award is outstanding, the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated for any reason other than those set forth in

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Sections 4(b) or 4(c) of this Agreement, then any unvested Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Unit Award.

          (b) Termination by the Company without Cause. If the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated by the Company without Cause, the Grantee shall be entitled to receive at the end of the Performance Period a pro rata portion of the number of shares of Restricted Stock Units that the Grantee would have otherwise received in accordance with Section 2(b) above, such pro rata portion to be based on actual performance throughout the Performance Period and the percent of compensation actually reduced as compared to the total that would have been reduced if Company had not terminated Grantee’s employment.

          (c) Death and Disability. If the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated as a result of the Grantee’s death or Disability, the Grantee shall be entitled to receive at the end of the Performance Period the full number of shares of Restricted Stock Units that the Grantee would have otherwise received in accordance with Section 2(b) above had the Grantee’s employment or service not terminated during the Performance Period, such amount based on actual corporate performance throughout the Performance Period. Notwithstanding the foregoing, if such termination for death or Disability should occur prior to the payment of the annual bonus amount for 2006, then the Grantee shall be entitled to receive a pro rata portion of the full number of shares of Common Stock that the Grantee would have otherwise received in accordance with Section 2(b) above had the Grantee’s employment or service not terminated during the Performance Period based on the actual amount of compensation that is reduced in such year through the date of termination of employment.

          (d) Forfeiture Based on Reduced Annual Bonus.

               (i) In the event that the Grantee earns an annual bonus for fiscal year 2006 that is less than the percentage of Grantee’s target annual bonus the cash compensation portion will be reduced to reflect the decreased payout prior to reducing the Restricted Stock Unit award. The Restricted Stock Unit award will be reduced only after no cash bonus is provided to the Grantee.

               (ii) If the Grantee terminates employment or service with the Company or any Subsidiary or Affiliate for any reason prior to the determination

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of an annual bonus amount for 2006, then the Grantee shall forfeit the entire percentage of Restricted Stock Units representing the target annual bonus that the Grantee has elected to receive in the form of Restricted Stock Units, and vesting of the remaining Restricted Stock Units shall be determined in accordance with Sections 4(a) - (c) above.

     5. Certificates. Upon vesting, the Company will issue a stock certificate for the shares of Common Stock represented by this Agreement, net of any shares of Common Stock withheld by the Company to satisfy the payment of mandatory taxes as described in Section 6 herein.

     6. Taxes. In order to satisfy payment of taxes due upon vesting of the Restricted Stock Units, the Company shall distribute to the Grantee shares of Common Stock net of the number of whole shares of Common Stock the fair market value of which is equal to the minimum amount of federal, state and local taxes required to be withheld under applicable tax laws.

     7. Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan (including the agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time), then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, any unvested shares of this Restricted Stock Unit Award and any shares that vested under this Agreement within a period of 18 months prior to such breach shall be forfeited to the Company upon demand and any amounts realized upon the sale of such vested shares shall be returned to the Company upon demand. Notwithstanding the foregoing, nothing herein shall prevent the Company from seeking any other remedy in equity or law.

     8. Miscellaneous.

          (a) Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

          (b) Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at Liberty Lane,

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Hampton, New Hampshire 03842, Attention: Corporate Secretary, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

          (c) Successor. Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

          (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or the Grantee’s Agreement.

          (e) Amendment. This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

          (f) Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”) and shall be interpreted accordingly. In the event that any provision of this Agreement would or may cause this Agreement to fail to comply with Section 409A, such provision may be deemed null and void and the Company and the Grantee agree to amend or restructure this Agreement, to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.

	FISHER SCIENTIFIC INTERNATIONAL INC.
	BY:
Signature of Grantee: Print name of Grantee
Address
Social Security Number

EX-10.03

Exhibit 10.03

FISHER SCIENTIFIC INTERNATIONAL INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2006

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND GENERAL PROVISIONS		1
ARTICLE II	ELIGIBILITY AND PARTICIPATION		4
ARTICLE III	DEFERRED COMPENSATION AND MATCHING CREDITS		5
ARTICLE IV	VESTING		6
ARTICLE V	DISTRIBUTION OF BENEFITS		6
ARTICLE VI	PLAN ADMINISTRATION		8
ARTICLE VII	AMENDMENT AND TERMINATION		10
ARTICLE VIII	MISCELLANEOUS PROVISIONS		11

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FISHER SCIENTIFIC INTERNATIONAL INC.

DEFERRED COMPENSATION PLAN

     The Fisher Scientific International Inc. Deferred Compensation Plan (the “Plan”) is hereby adopted effective as of January 1, 2006 by Fisher Scientific International Inc., a Delaware corporation (the “Company”), for the benefit of a select group of the management and highly compensated employees of the Company and of its affiliated entities.

Background Information

     A. The Company desires to adopt the Plan in order to provide certain of its highly compensated and management employees with the opportunity to defer a portion of their base salary and bonus amounts otherwise payable to them.

     B. The Company intends for the Plan to be an unfunded, nonqualified deferred compensation arrangement as provided under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to satisfy the requirements of a “top hat” plan thereunder and under Labor Regulation Section 2520.104-23.

     C. The Plan is intended to comply with the requirements of The American Jobs Creation Act of 2004 (“AJCA”) and new Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). To the extent inconsistent with Section 409A or regulations or guidance issued thereunder, this Plan shall be amended and/or interpreted to conform to such requirements within applicable time limitations established by the Internal Revenue Service (“IRS”).

ARTICLE I

DEFINITIONS AND GENERAL PROVISIONS

     1.1 Definitions. Unless the context requires otherwise, the terms defined in this Article shall have the meanings set forth below unless the context clearly requires another meaning. When the defined meaning is intended, the term is capitalized:

     (a) Account. The bookkeeping account described in Section 3.3 under which contributions and earnings are credited on behalf of a Participant.

     (b) Base Salary. The base compensation earned by an Eligible Employee for services rendered and paid in accordance with normal payroll practice.

     (c) Beneficiary. The person(s) entitled to receive any distribution hereunder upon the death of a Participant. The Beneficiary for benefits payable under this Plan shall be the beneficiary designated by the Participant in accordance with procedures established by the Management Subcommittee as of the Participant’s date of death, or, in the absence of any such designation, the Participant’s estate.

     (d) Board. The Board of Directors of the Company.

     (e) Bonus. An amount paid or payable by the Employer to an Eligible Employee for a Plan Year that is not part of the Eligible Employee’s base salary, wages or commissions but is based on the Eligible Employee’s performance under certain pre-agreed criteria for the Employer during the Plan Year, including, but not limited to amounts received under the Long-Term Incentive Program and any other bonus or incentive program. Unless the context clearly indicates otherwise, a Bonus includes a Performance-Based Bonus.

     (f) Code. The Internal Revenue Code of 1986, as amended from time to time.

     (g) Company. Fisher Scientific International Inc. or any successor thereto.

     (h) Distributions. The standard form of payment shall be a single lump sum payment in Shares as determined by the Management Subcommittee to the extent permitted by Code Section 409A and regulations thereunder.

     (i) Effective Date. January 1, 2006.

     (j) Eligible Employee. Any Employee who is (i) among a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and (ii) designated by the Management Subcommittee as eligible to make contributions under Article II of the Plan.

     (k) Employee. Any person who, on or after the Effective Date, is receiving remuneration for personal services rendered to an Employer (or who would be receiving such remuneration except for an authorized leave of absence).

     (l) ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.

     (m) Employer. The Company, or a successor thereto which adopts the Plan, and its Related Employers.

     (n) Management Subcommittee. The Management Subcommittee of the Compensation Committee of the Board of Directors. The Management Subcommittee has the authority to oversee the administration of the Plan.

     (o) Participant. Any Eligible Employee who meets the eligibility requirements for participation in the Plan as set forth in Article II and who has an Account under the Plan.

     (p) Performance-Based Bonus. Subject to additional guidance and/or regulations issued by the Treasury Department and/or the IRS, a Performance-Based Bonus is a Bonus that is based on services performed over a period of at least twelve (12) months and that satisfies the following:

     (i) the payment of the Bonus or the amount of the Bonus is contingent on the satisfaction of organizational or individual performance criteria; and

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     (ii) the performance criteria are not substantially certain to be met at the time a deferral election is permitted.

A Performance-Based Bonus may include payments based on subjective performance criteria, except that:

     (i) any subjective performance criteria must relate to the performance of the Participant, a group of service providers that includes the Participant, or a business unit for which the Participant provides services (which may include the entire Employer); and

     (ii) the determination that any subjective performance criteria have been met must not be made by the Participant or a family member of the Participant (as defined in Code Section 267(c)(4) applied as if the family of an individual includes the spouse of any member of the family).

     (q) Plan. The Fisher Scientific International Inc. Deferred Compensation Plan, as set forth herein, and as such Plan may be amended from time to time hereafter.

     (r) Plan Year. The fiscal year of the Plan, which is the twelve (12) consecutive month period beginning January 1 and ending December 31.

     (s) Related Employers. With respect to the Company, a controlled group of corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Sections 414(m) and (o)).

     (t) Reporting Person. Eligible Employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended.

     (u) Separation from Service or Separate from Service. A termination of employment occurring when an Employee ceases to be an Employee of the Employer. An Eligible Employee does not “Separate from Service” or have a “Separation from Service” if, in connection with a change of employment, the Employee’s new employer is an Employer (as defined in Section 1.1(n)).

     (v) Shares. The common shares, with $.01 per share par value, of the Company.

     (w) Total Disability. For purposes of the Plan, Total Disability means:

     (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

     (ii) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement

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benefits for a period of not less than three (3) months under an accident or health plan covering the Employer’s employees.

     1.2 General Provisions. The masculine wherever used herein shall include the feminine; singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions is for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

     2.1 General Eligibility Conditions. To become eligible to participate in the Plan, an individual must be (a) among a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and (b) designated as an Eligible Employee by the Management Subcommittee to make Base Salary or Bonus deferral contributions under the Plan. In order to receive a benefit under the Plan, however, a Participant must also meet the requirements of Sections 2.2 and 2.3.

     2.2 Specific Conditions for Active Participation. To participate actively in the Plan (i.e., to make deferrals hereunder), an Eligible Employee must execute or acknowledge either a Base Salary and/or Bonus deferral agreement, or otherwise agree to defer some or all of his Base Salary or Bonus in accordance with such other procedures, including electronic enrollment, as are established by the Management Subcommittee from time to time (the “Deferral Agreement”). A Participant’s Deferral Agreement shall be maintained by or on behalf of the Management Subcommittee and must be executed, acknowledged, filed or submitted electronically within thirty (30) days of first becoming eligible to participate in the Plan and, for all subsequent deferral elections after initial participation:

     (a) For a Performance-Based Bonus, no later than six (6) months before the end of the twelve (12)-month performance period for which the Performance-Based Bonus is awarded;

     (b) If the Bonus is not a Performance-Based Bonus, in advance of the beginning of the Plan Year during which such Bonus is expected to be earned;

     (c) If a Base Salary deferral, in advance of the beginning of the Plan Year; or

     (d) At such other time as may be required by guidance and regulations issued under Code Section 409A.

     An election to participate and defer Base Salary or Bonus shall be irrevocable with respect to the amounts to which it applies and may be amended, revoked or suspended by the Participant only effective as of the January 1^st following the amendment, revocation or suspension in accordance with procedures established by the Management Subcommittee, unless regulations or other guidance issued under Code Section 409A permit amendment, revocation or suspension as of some other time.

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     2.3 Eligibility List; Suspension of Active Participation. The Management Subcommittee shall maintain a written list of those Employees who then qualify as Eligible Employees under the Plan. Any Participant not listed as an Eligible Employee for a given Plan Year shall cease to have the right to defer any amounts for such Plan Year. However, any amounts credited to the Account of a Participant whose participation is suspended shall otherwise continue to be maintained under the Plan in accordance with its terms.

     2.4 Termination of Participation. Once an Eligible Employee becomes a Participant, such individual shall continue to be a Participant until such individual ceases: (i) to be described as an Eligible Employee, and (ii) to have any vested interest in the Plan (as a result of distributions made to such Participant or his Beneficiary, if applicable, or otherwise).

ARTICLE III

DEFERRAL CONTRIBUTIONS

     3.1 Deferral Contributions. Pursuant to the provisions of Article II and this Article III, a Participant and the Employer may, by mutual agreement, provide for deferred and postponed payment of a portion of the Participant’s Base Salary or Bonus which otherwise would be paid for the applicable Plan Year(s) for services to be rendered in such year(s) (referred to as “Deferral Contributions”). All elections to defer all or part of Base Salary or Bonus must be made in accordance with Section 2.2 above. A Participant who is an Eligible Employee may defer up to one hundred percent (100%) of his Base Salary and/or Bonus. The Management Subcommittee may, in its discretion, establish and change from time to time a minimum and maximum amount that may be so deferred by Participants. Elections shall be made in accordance with procedures established by the Management Subcommittee. In addition, special limitations may be established by the Management Subcommittee to apply to the deferral of any amount that a Participant is expected to receive.

     3.2 Suspension of Deferrals. Deferral Contributions hereunder will be automatically suspended during any unpaid leave of absence or temporary layoff. Deferral Contributions suspended in accordance with the provisions of this paragraph shall be automatically resumed, without the necessity of any action by the Participant, upon return to employment at the expiration of such suspension period.

     3.3 Record of Account. Solely for the purpose of measuring the amount of the Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Management Subcommittee will maintain a separate bookkeeping record as an “Account,” for each Participant in the Plan. The Management Subcommittee will credit a Participant’s Deferral Contributions for each Plan Year to the Participant’s Account from time to time as the deferred amounts otherwise would have been earned by the Participant.

     Unless the Management Subcommittee, in its sole discretion, provides for another method of investing amounts under the Plan, a Participant’s Account shall be invested in whole Shares. Any surplus cash shall be held separately and invested in Shares when sufficient value has been achieved. On the date when Deferral Contributions are credited to the Participant’s Account, the Management Subcommittee shall direct that such Deferral Contributions be applied

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toward the purchase of Shares and will credit the Participant’s Account with a number of Shares having a Value equal to the Participant’s Deferral Contributions. For purposes of this Plan, the “Value” of a Share on a particular day shall mean the closing trading price of a Share on the New York Stock Exchange on that day (or, if there is no trading of the Shares on that day, on the most recent previous date on which trading occurred).

     If any Organic Change shall occur, a Participant’s Account shall be adjusted so as to reflect such Shares, securities or assets (including cash) as are issued or payable with respect to or in exchange for the number of Shares credited thereto immediately before such Organic Change. An “Organic Change” includes the recapitalization, reorganization, reclassification, consolidation, or merger of the Company, or any sale of all or substantially all of the Company’s assets to another person or entity, or any other transaction which is effected in such a way that holders of Shares are entitled to receive (either directly or upon subsequent liquidation) other stock, securities, or assets with respect to or in exchange for Shares.

     (a) Dividends Credited to Participants who are not Reporting Persons. To the extent that dividends are payable on Shares held in the Accounts of Participants who are not Reporting Persons, special rules shall apply. If a dividend or other distribution is in the form of cash, such cash shall be used to purchase additional Shares for the Account of the Participant. If a dividend or other distribution is in the form of Shares, the number of Shares so credited shall equal the number of such Shares (and fractions thereof) distributed with respect to the Shares deemed to be held in the Participant’s Account as of the Dividend Record Date.

     (b) Dividends Credited for Reporting Persons. With respect to a Participant who is a Reporting Person on the Dividend Payment Date, the cash value of the dividend or other distribution shall be invested in Shares under the Plan, as determined by the Management Subcommittee in its sole discretion.

     3.4 Rabbi Trust. In order to satisfy the Employer’s obligations under the Plan, the Company will establish or utilize a pre-existing deferred compensation trust that qualifies as a so-called “rabbi trust” that meets applicable requirements of Code Section 409A.

ARTICLE IV

VESTING

     A Participant always will be one hundred percent (100%) vested in the Deferral Contributions credited to his Account and earnings allocable thereto.

ARTICLE V

DISTRIBUTION OF BENEFITS

     5.1 General Timing Rule. Pursuant to the Participant’s election made at the time of enrollment or any subsequent election made in each case in accordance with the provisions of Section 409A of the Code, a Participant or the Participant’s Beneficiary shall receive payment of

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the amounts credited to his Account as soon as administratively practicable following the earliest of:

(a)	The date of the Participant’s Separation from Service;
(b)	The date of the Participant’s death;
(c)	The date the Participant becomes Totally Disabled; or
(d)	A specified date, if earlier.

The Management Subcommittee may establish regular payment processing dates and change the same from time to time in its discretion, provided there are at least two (2) such dates each Plan Year.

     5.2 Exceptions to the General Timing Rule.

     (a) Distributions to Key Employees. A Participant who is a “specified employee” (as defined in Code Section 409A and the regulations thereunder) and is entitled to a distribution due to a Separation from Service may not receive a distribution under the Plan until a date that is at least six months after the date of the Separation from Service.

     (b) Domestic Relations Order. A payment of all or part of the Shares in the Participant’s Account may be made to a spouse, former spouse or other dependent under the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)). The Management Subcommittee shall determine whether a payment should be made pursuant to the terms of a domestic relations order and the time and form of such payment.

     (c) Conflict of Interest. A payment of all or part of the Shares in the Participant’s Account may be made if necessary to comply with a certificate of divestiture (as defined in Code Section 1043(b)(2)).

     (d) De minimis Amount. If the Value of a Participant’s Account is less than $10,000, a payment may be made of all of the Shares in the Participant’s entire Account on or before the later of:

     (i) the December 31st of the calendar year in which the Participant Separates from Service with the Employer; or

     (ii) the date that is 2-1/2 months after the Participant’s Separation from Service with the Employer.

     (e) Employment Taxes. A Participant may receive a payment of the Shares in his Account before the date set forth in Section 5.1 to the extent necessary to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101 and 3121(v)(2) on amounts deferred under the Plan (the “FICA Amount”). In addition, a Participant may receive a payment of the Shares in his Account before the date set forth in Section 5.1 to pay the income tax at source on wages imposed under Code Section 3401 on the FICA Amount, and to pay the

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additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment of Shares under this Section 5.2(e) shall not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount.

     5.3 Distribution upon Death. In the event of the death of the Participant prior to the commencement of the distribution of benefits under the Plan, such benefits shall be paid to the Beneficiary or Beneficiaries designated by the Participant, beginning as soon as practicable after the Participant’s death. Such benefits shall be paid in the form of a single lump sum payment of all Shares in the Participant’s Account.

     5.4 Distribution in the Event of Total Disability. Upon the Participant’s Total Disability, the Participant shall be eligible to receive payment of the Shares credited to his Account commencing as soon as practicable after the Management Subcommittee is satisfied of the determination of the existence of a Total Disability with respect to such Participant.

ARTICLE VI

PLAN ADMINISTRATION

     6.1 Administration. The Plan shall be administered by the Management Subcommittee as an unfunded deferred compensation plan that is not intended to meet the qualification requirements of Code Section 401.

     6.2 Management Subcommittee. The Management Subcommittee will operate and administer the Plan and shall have all powers necessary to accomplish that purpose, including, but not limited to, the discretionary authority to interpret the Plan, the discretionary authority to determine all questions relating to the rights and status of Eligible Employees and Participants, and the discretionary authority to make such rules and regulations for the administration of the Plan as are not inconsistent with the terms and provisions hereof or applicable law, as well as such other authority and powers relating to the administration of the Plan, except such as are reserved by the Board. All decisions made by the Management Subcommittee shall be final. If a benefit determination regarding one or more members of the Management Subcommittee is required, such determination shall be made by the Compensation Committee of the Board.

     Without limiting the powers set forth herein, the Management Subcommittee shall have the power (a) to change or waive any requirements of the Plan to conform with the law or to meet special circumstances not anticipated or covered in the Plan; (b) to determine the times and places for holding meetings of the Management Subcommittee and the notice to be given of such meetings; (c) to employ such agents and assistants, such counsel (who may be counsel to the Company), and such clerical and other services as the Management Subcommittee may require in carrying out the provisions of the Plan; and (d) to authorize one or more of their number or any agent to execute or deliver any instrument on behalf of the Management Subcommittee.

     The members of the Management Subcommittee and the Company and its officers and directors, shall be entitled to rely upon all valuations, certificates and reports furnished by any funding agent or service provider, upon all certificates and reports made by an accountant, and upon all opinions given by any legal counsel selected or approved by the Management

8

Subcommittee, and the members of the Management Subcommittee and the Company and its officers and directors shall, except as otherwise provided by law, be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such valuations, certificates, reports, opinions or other advice of a funding agent, service provider, accountant or counsel.

     6.3 Statement of Participant’s Account. The Management Subcommittee shall, as soon as practicable after the end of each Plan Year, provide to each Participant a statement setting forth the Account of such Participant under Section 3.3 as of the end of such Plan Year. Such statement shall be deemed to have been accepted as correct unless written notice to the contrary is received by the Management Subcommittee within thirty (30) days after providing such statement to the Participant. Account statements may be provided more often than annually in the discretion of the Management Subcommittee.

     6.4 Filing Claims. Any Participant, Beneficiary or other individual (hereinafter a “Claimant”) entitled to benefits under the Plan, or otherwise eligible to participate herein, shall be required to make a claim with the Management Subcommittee (or its designee) requesting payment or distribution of such Plan benefits (or written confirmation of Plan eligibility, as the case may be), on such form or in such manner as the Management Subcommittee shall prescribe. Unless and until a Claimant makes proper application for benefits in accordance with the rules and procedures established by the Management Subcommittee, such Claimant shall have no right to receive any distribution from or under the Plan.

     6.5 Notification to Claimant. If a Claimant’s application is wholly or partially denied, the Management Subcommittee (or its designee) shall, within ninety (90) days, furnish to such Claimant a written notice of its decision. Such notices shall be written in a manner calculated to be understood by such Claimant, and shall contain at least the following information:

     (a) the specific reason or reasons for such denial;

     (b) specific reference to pertinent Plan provisions upon which such denial is based;

     (c) a description of any additional material or information necessary for such Claimant to perfect his claim, and an explanation of why such material or information is necessary; and

     (d) an explanation of the Plan’s claim review procedure describing the steps to be taken by such Claimant, if he wishes to submit his claim for review.

     6.6 Review Procedure. Within sixty (60) days after the receipt of such notice from the Management Subcommittee, such Claimant, or the duly authorized representative thereof, may request, by written application to the Plan, a review by the Management Subcommittee of the decision denying such claim. In connection with such review, such Claimant, or duly authorized representative thereof, shall be entitled to receive any and all documents pertinent to the claim or its denial and shall also be entitled to submit issues and comments in writing. The decision of the Management Subcommittee upon such review shall be made promptly and not later than sixty (60) days after the receipt of such request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be

9

rendered as soon as possible, but not later than one hundred twenty (120) days after the Management Subcommittee’s receipt of a request for review. Any such decision on review shall be in writing and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

     6.7 Payment of Expenses. All costs and expenses incurred in administering the Plan shall be paid by the Employer.

     6.8 Special Restrictions Applicable to Shares. Notwithstanding any other provision of this Plan or any Deferral Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Shares under this Plan prior to fulfillment of all of the following conditions:

     (a) Listing or approval for listing upon official notice of issuance of such Shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the Shares;

     (b) Any registration or other qualification of such Shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Chairman of the Board shall, in his absolute discretion upon the advice of counsel, deem necessary or advisable; and

     (c) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Chairman of the Board shall, in his absolute discretion upon the advice of counsel, determine to be necessary or advisable.

Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the Participants.

     6.9 Shares Available. Shares payable under the Plan may be taken from authorized but unissued Shares, treasury Shares, Shares held in a rabbi trust for purposes of the Plan, or purchased on the open market.

ARTICLE VII

AMENDMENT AND TERMINATION

     7.1 Amendment. The Company has reserved, and does hereby reserve, the right at any time and from time to time by action of the Board (or by action of the Management Subcommittee if and to the extent that the Board has delegated the authority to amend the provisions of the Plan) to amend, modify or alter any or all of the provisions of the Plan without the consent of any Eligible Employees or Participants; provided, however, that no amendment shall operate retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Plan as in effect prior to such action. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Company or a member of the Management Subcommittee, and shall become effective as of the date designated in such instrument.

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     7.2 Termination. The Company reserves the right to suspend, discontinue or terminate the Plan, at any time in whole or in part; provided, however, that a suspension, discontinuance or termination of the Plan shall not accelerate the obligation to make payments to any person not otherwise currently entitled to payments under the Plan, unless otherwise specifically so determined by the Company and permitted by applicable law, relieve the Company of its obligations to make payments to any person then entitled to payments under the Plan, or reduce any existing Account balance.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

     8.1 Employment Relationship. Nothing in the adoption of the Plan nor the crediting of Deferral Contributions (and earnings thereon) shall confer on any Participant the right to continued employment by the Employer, or affect in any way the right of the Employer to terminate his employment at any time. Any question as to whether and when there has been a termination of a Participant’s employment, and the cause of such termination, shall be determined by the Management Subcommittee, and its determination shall be final.

     8.2 Facility of Payments. Whenever, in the opinion of the Management Subcommittee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his financial affairs, the Management Subcommittee shall have the discretionary authority to direct payments to such person’s legal representative or to a relative or friend of such person for his benefit; alternatively, the Management Subcommittee may in its discretion apply the payment for the benefit of such person in such manner as the Management Subcommittee deems advisable. Any such payment or application of benefits made in good faith in accordance with the provisions of this Section shall be a complete discharge of any liability of the Company, Employer and Management Subcommittee with respect to such payment or application of benefits.

     8.3 Funding. All benefits under the Plan are unfunded and the Company shall not be required to establish any special or separate fund or to make any other segregation of assets in order to assure the payment of any amounts under the Plan; provided, however, that in order to provide a source of payment for its obligations under the Plan, the Company may establish a trust fund. The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Participant’s Employer, and neither the Participant nor his Beneficiary shall have any rights in or against any amounts credited under the Plan or any other specific assets of the Company or Employer. All amounts credited under the Plan to the benefit of a Participant shall constitute general assets of the Participant’s Employer and may be disposed of by the Employer at such time and for such purposes as it may deem appropriate.

     8.4 Anti-Assignment. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge; and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits. If a Participant, a Participant’s spouse, or any Beneficiary should

11

become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to benefits under the Plan, then those rights, in the discretion of the Management Subcommittee, shall cease. In this case, the Management Subcommittee may hold or apply the benefits at issue or any part thereof for the benefit of the Participant, the Participant’s spouse, or Beneficiary in such manner as the Management Subcommittee may deem proper.

     8.5 Unclaimed Interests. If the Management Subcommittee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any Beneficiary of a Participant by reason of the fact that his whereabouts is unknown, the Management Subcommittee shall so certify, and thereafter the Management Subcommittee shall make a reasonable attempt to locate such missing person. If such person continues missing for a period of three (3) years following such certification, the interest of such Participant in the Plan shall, in the discretion of the Management Subcommittee, be distributed to the Beneficiary of such missing person.

     8.6 References to Code, Statutes and Regulations. Any and all references in the Plan to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order.

     8.7 Liability. The Employer, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly constituted agents, in the administration of the Plan, except to the extent that the effects and consequences of such personal acts, omissions or conduct shall result from willful misconduct. However, this Section shall not operate to relieve any of the aforementioned from any responsibility or liability for any responsibility, obligation, or duty that may arise under ERISA.

     8.8 Tax Consequences of Deferral Contributions. The income tax consequences to Participants of Deferral Contributions under the Plan shall be determined under applicable federal, state and local tax law and regulation.

     8.9 Company as Agent for Related Employers. Each Employer shall be deemed to have appointed the Company its agent to exercise on its behalf all of the powers and authority hereby conferred upon the Company by the terms of the Plan, including but not limited to the power to amend and terminate the Plan. The Company’s authority shall continue unless and until the related employer terminates its participation in the Plan.

     8.10 Governing Law; Severability. The Plan shall be construed according to the laws of the State of New Hampshire, including choice of law provisions, and all provisions hereof shall be administered according to the laws of that State, except to the extent preempted by federal law. A final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. In the event that any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan, but the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, and there shall be deemed substituted

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such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law.

     8.11 Taxes. The Company shall be entitled to withhold any taxes from any distribution hereunder or from other compensation then payable, as it believes necessary, appropriate, or required under relevant law.

MANAGEMENT SUBCOMMITTEE OF
FISHER SCIENTIFIC INTERNATIONAL INC.

Paul M. Meister

Kevin P. Clark

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EX-10.04

Exhibit 10.04

To:	Holders of September 26, 2003 Option Awards
Date:	December 19, 2005
RE:	September 2003 Options

On September 26, 2003, you received options to purchase Fisher Scientific International Inc. common stock. The option agreement between you and the Company required that you hold for a period of one year any share of common stock received upon exercise of any such option.

We are pleased to inform you that the Compensation Committee of Fisher Scientific International Inc. has elected to drop the one year post exercise holding requirement. It is our hope that this change will enhance your ability to purchase Company stock. The Company has made no other changes to the option agreement.

Please remember that any exercise of options is subject to the Company’s Policy Statement on Trading in Company and Other Securities by Company Officers, Employees and Directors, which prohibits, among other things, dealing in Company stock until the trading window opens in the first quarter of 2006. The actual date on which the window opens will not be determined until early 2006.

If you have any questions, please contact the Stock Plan Administrator in the Hampton office.