FISHER SCIENTIFIC INTERNATIONAL INC.

Audit Committee
of the Board of Directors
Charter

This Charter sets forth, among other things, the purpose, membership and duties and responsibilities of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Fisher Scientific International Inc. (the “Corporation”).

1.
Purpose

    The purposes of the Committee are (a) to assist the Board in overseeing (i) the quality and integrity of the Corporation’s financial statements, (ii) the qualifications and independence of the Corporation’s registered public accounting firm (“independent auditor”), (iii) the performance of the Corporation’s internal audit function and independent auditor, (iv) the Corporation’s compliance with legal and regulatory requirements; and (v) the Corporation’s financial reporting process and systems of internal audit and financial controls and (b) to prepare the report of the Committee required to be included in the Corporation’s annual proxy statement under the rules of the U.S. Securities and Exchange Commission (the “SEC”).

2.
Membership

    The Committee shall consist of at least three members of the Board or such other number required under laws, rules and regulations applicable to the Corporation. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee of the Board, which shall recommend for Committee membership such directors as it believes are qualified. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

    Each member of the Committee shall satisfy the independence and other requirements relating to directors and audit committee members (a) under the rules of the New York Stock Exchange (“NYSE”) (b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and (c) as may be established from time to time by the Board. No director may serve as a member of the Committee if such director serves on the audit committee of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee.

    Each member of the Committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment. At least one member of the Committee shall have accounting or related financial management expertise so as to qualify as an audit committee financial expert under the Exchange Act and the rules of the NYSE, as such qualification is interpreted by the Board in its business judgment.

3.
Structure and Operations

    A majority of the Committee shall constitute a quorum. The Board shall designate one member of the Committee as its chairperson. The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution. The Committee may also act by unanimous written consent.

   The Committee shall have a regularly scheduled meeting at least once every fiscal quarter, at such times and places as shall be determined by the Committee chairperson, and may have such additional meetings as the Committee chairperson or a majority of the Committee’s members deem necessary or desirable. The Committee may request (a) any officer or employee of the Corporation, (b) the Corporation’s outside counsel or (c) the Corporation’s independent auditor to attend any meeting (or portions thereof) of the Committee, or to meet with any members of or consultants to the Committee, and to provide such information as the Committee deems necessary or desirable.

    The Committee shall meet separately, periodically, with management, with those responsible for the Corporation’s internal audit function and with the independent auditor.

4.
Duties and Responsibilities

    The Committee’s duties and responsibilities shall include each of the items enumerated in this Section 4 and such other matters as may from time to time be required by the Exchange Act, the rules of the NYSE or delegated to the Committee by the Board.

    In fulfilling its duties and responsibilities hereunder the Committee will be entitled to reasonably rely on (a) the integrity of those persons within the Corporation and of the professionals and experts (such as the independent auditor) from which it receives information, (b) the accuracy of the financial and other information provided to the Committee by such persons, professionals or experts, and (c) representations made by the independent auditor as to any services provided by the independent auditor to the Corporation.

Reports to Board; Review of Committee Performance and Charter

    (A) The Committee shall report regularly to the Board and review with the Board any issues that arise with respect to:

          (i) the quality or integrity of the Corporation’s financial statements;

          (ii) the performance and independence of the Corporation’s independent auditor;

          (iii) the performance of the Corporation’s internal audit function;

          (iv) the Corporation’s compliance with legal and regulatory requirements; and

          (v) the Corporation’s financial reporting process and systems of internal audit
               and financial controls.


     (B) The Committee shall undertake and review with the Board an annual performance evaluation of the Committee, which shall address such matters, and be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

     (C) The Committee shall review and re-assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

The Corporation’s Relationship with the Independent Auditor

    (D) The Committee shall have the sole and direct responsibility and authority for the appointment and termination (subject, if applicable, to stockholder ratification), compensation, retention, evaluation and oversight of the work of each independent registered public accounting firm employed by the Corporation for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Corporation, and each such independent auditor shall report directly to the Committee. The Committee shall be responsible for resolving disagreements between management and each such independent auditor regarding financial reporting. The Committee shall have the responsibility and authority to approve, in advance of the provision thereof, all audit, review and attestation services and, subject to Section 10A of the Exchange Act and this Charter, all non-audit services to be provided to the Corporation by any such independent auditor. The Committee shall have the sole authority to approve the engagement, fees, terms and conditions for the performance of any such services. The Committee shall also review disclosures required to be made under the Exchange Act with respect to audit and non-audit services.

    (E) The Committee shall, at least annually:

          (i) obtain a written report by the independent auditor describing, to the extent permitted under applicable auditing standards:

               (a) the independent auditor’s internal quality-control procedures;

               (b) any material issues raised by the most recent quality-control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with any such issues; and

               (c) all relationships between the independent auditor and the Corporation, including those required by Independence Standards Board Statement No. 1; and

          (ii) review the foregoing report and the independent auditor’s work throughout the year and evaluate the independent auditor’s qualifications, performance and independence, including a review and evaluation of the lead partner on the independent auditor’s engagement with the Corporation and compliance with applicable rotation requirements, and present its conclusions to the Board and, if so determined by the Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the independent auditor; and

         (iii) review relevant aspects of the most recent available Public Company Accounting Oversight Board (United States) report relating to the Corporation’s independent auditors.

     (F) The Committee shall, at least annually, discuss with the independent auditor, out of the presence of management if deemed appropriate:

           (i) the matters required to be discussed or communicated by the independent auditor to the Committee by applicable law, regulation or accounting standards, including by the Public Company Accounting Oversight Board (United States) Statement on Auditing Standards 61, as it may be modified or supplemented, relating to the conduct of the audit;

          (ii) the audit process, including, without limitation, any problems or difficulties encountered in the course of the performance of the audit, including any restrictions on the independent auditor’s activities or access to requested information imposed by management, and management’s response thereto, and any significant disagreements with management; and

          (iii) the Corporation’s internal controls and the responsibilities, budget and staffing of the Corporation’s internal audit function, including any “management” or “internal control” letter issued or proposed to be issued by such auditor to the Corporation.

     (G) The Committee shall establsh policies for the Corporation's hiring of employees or former employees of the independent auditor meeting the requirements of the Exchange Act and the rules of the NYSE.

     (H) The Committee shall meet to review, and discuss as appropriate with management, those responsible for the internal audit function and the independent auditor, the report of the independent auditor required by Section 10A of the Exchange Act.

Financial Reporting and Disclosure Matters
      
      (I) The Committee shall review and discuss with management and teh independent auditor:

          (i) prior to the annual audit, the adequacy and effectiveness of the scope, planning and staffing of the annual audit;

          (ii) the Corporation’s annual audited financial statements and quarterly financial statements, including reviewing the Corporation’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the results of the independent auditor’s reviews of the quarterly financial statements;

          (iii) significant issues regarding accounting and auditing principles and practices and financial statement presentations, including all critical accounting policies and estimates, any significant changes in the Corporation’s selection or application of accounting principles, any significant issues as to the adequacy of the Corporation’s internal controls, any special audit steps adopted in light of material control deficiencies and the adequacy of disclosures about any of the foregoing;

          (iv) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

          (v) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements;

          (vi) any significant changes to the Corporation’s auditing and accounting principles and practices suggested by the independent auditor, internal audit personnel or management; and

          (vii) management’s annual report on internal control over financial reporting prepared in accordance with rules promulgated by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act and the independent auditor’s attestation of such report.

     (J) The Committee shall recommend to the Board whether the annual audited financial statements should be included in the Corporation’s Form 10-K.

     (K) The Committee shall prepare the report required by the SEC or the NYSE rules to be included in the Corporation’s proxy statement and other filings.

     (L) The Committee shall review and discuss with management the Corporation’s practices regarding earnings press releases and the provision of financial information and earnings guidance by management to analysts and ratings agencies.

     (M) The Committee shall periodically review and discuss with management the Corporation’s guidelines and policies with respect to the process by which the Corporation undertakes risk assessment and risk management, including discussion of the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

     (N) The Committee shall review and discuss with the CEO and CFO the procedures undertaken in connection with the CEO and CFO certifications for Form 10-Ks and Form 10-Qs, including their evaluation of the Corporation’s disclosure controls and procedures and internal controls.

     (O) The Committee shall annually obtain from the independent auditor assurance that the audit was conducted in a manner consistent with Section 10A of the Exchange Act.


Internal Audit, Compliance Matters and Other


     (P) The Committee shall review the appointment and termination of those responsible for the internal audit activities, and review all significant reports to management prepared by internal audit personnel, and management’s responses.

     (Q) The Committee will discuss with management, those responsible for the internal audit function, and the independent auditors the Company’s internal controls, and discuss with those responsible for the internal audit function, the results of the internal audit program. The Committee will review and discuss the Company’s disclosure controls and procedures, and the assessments of such controls and procedures by the Chief Executive Officer and Chief Financial Officer.

     (R) The Committee shall establish and maintain procedures for:

           (i) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

            (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

     (S) The Committee shall review with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Corporation’s financial statements or accounting policies.

     (T) The Committee shall review the Company’s program to monitor compliance with its code of business conduct.

     (U) The Committee shall review with the Corporation’s general counsel and others, if appropriate, any legal regulatory or compliance matters that may have a material impact on the financial statements, or the compliance policies of the Corporation and its subsidiaries including any material reports or inquiries received by the Corporation or any of its subsidiaries from regulators or governmental agencies.

      (V)
The Committee shall exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board.


4.
Authority and Resources

     The Committee may, without further approval by the Board, obtain such advice and assistance, including, without limitation, the performance of special audits, reviews and other procedures, from outside accounting, legal or other advisors as the Committee determines to be necessary or advisable in connection with the discharge of its duties and responsibilities hereunder. Any accounting, legal or other advisor retained by the Committee may, but need not, be in the case of an outside accountant, the same accounting firm employed by the Corporation for the purpose of rendering or issuing an audit report on the Corporation’s annual financial statements, or in the case of an outside legal or other advisor, otherwise engaged by the Corporation for any other purpose.

     The Corporation shall pay to the independent auditor employed by the Corporation for the purpose of rendering or issuing an audit report and to any outside accounting, legal or other advisor retained by the Committee pursuant to the preceding paragraph such compensation, including, without limitation, usual and customary expenses and charges, as shall be determined appropriate by the Committee.

Adopted by the Board of Directors: 03/04/2003

Last revised by the Board of Directors: 06/072005