Grantee Uses in Death and Disability Clause

Death and Disability from 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).

Death and Disability. If the Grantees employment or service with the Company or any Subsidiary or Affiliate is terminated as a result of the Grantees 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 Grantees 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 Grantees 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.