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Sincerely,		Sincerely,
Marijn E. Dekkers President and Chief Executive Officer Thermo Electron Corporation		Paul M. Montrone Chairman of the Board and Chief Executive Officer Fisher Scientific International Inc.

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	•	to consider and vote on a proposal to approve the issuance of Thermo common stock, par value $1.00 per share, in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of May 7, 2006, by and among Thermo, Trumpet Merger Corporation, a direct, wholly-owned subsidiary of Thermo, and Fisher Scientific International Inc., a copy of which is attached as Annex A to the joint proxy statement/ prospectus accompanying this notice;
	•	to consider and vote on a proposal to amend the Amended and Restated Certificate of Incorporation of Thermo, to increase the authorized number of shares of Thermo common stock from 350,000,000 to 1.2 billion and to change the name of Thermo Electron Corporation upon the completion of the merger to Thermo Fisher Scientific Inc.;
	•	to vote upon an adjournment of the Thermo special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for each of the foregoing proposals; and
	•	to transact any other business that may properly be brought before the Thermo special meeting or any adjournments or postponements thereof.

	By Order of the Board of Directors,
	Seth H. Hoogasian
	Vice President, General Counsel and Secretary

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	•	to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 7, 2006, by and among Thermo Electron Corporation, Trumpet Merger Corporation, a direct, wholly-owned subsidiary of Thermo, and Fisher, a copy of which is attached as Annex A to the joint proxy statement/ prospectus accompanying this notice;
	•	to vote upon an adjournment of the Fisher special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the foregoing proposal; and
	•	to transact any other business that may properly be brought before the Fisher special meeting or any adjournments or postponements thereof.

	By Order of the Board of Directors,
	Paul M. Meister
	Vice Chairman of the Board

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Thermo Electron Corporation		Fisher Scientific International Inc.
81 Wyman Street		One Liberty Lane
Waltham, Massachusetts 02451		Hampton, New Hampshire 03842
(781) 622-1000		(603) 926-5911
Attn: Investor Relations		Attn: Investor Relations
Or		Or

D.F. King & Co., Inc.		MacKenzie Partners, Inc.		Innisfree M&A Incorporated
48 Wall Street		105 Madison Avenue		501 Madison Avenue
New York, New York 10005		New York, New York 10016		New York, NY 10022
(800) 848-3416		(800) 322-2885		(888) 750-5835

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				Page
QUESTIONS AND ANSWERS					iv
SUMMARY					1
	The Merger and the Merger Agreement				1
		The Merger			1
		Form of Merger			1
		Consideration to be Received in the Merger; Treatment of Stock Options			1
		Material U.S. Federal Income Tax Consequences of the Merger			1
		Recommendations of the Boards of Directors			2
		Opinions of Financial Advisors			2
		Financial Interests of Directors and Officers in the Merger			2
		Directors and Management Following the Merger			3
		Regulatory Approvals Required for the Merger			3
		Expected Timing of the Merger			3
		Conditions to Completion of the Merger			3
		Termination of the Merger Agreement			4
		Expenses and Termination Fees			4
		Accounting Treatment			4
		Appraisal Rights			4
	The Special Meetings				5
		The Thermo Special Meeting			5
		The Fisher Special Meeting			5
	The Companies				6
		Thermo			6
		Fisher			6
	Recent Developments				6
	Selected Historical Financial Data of Thermo				7
	Selected Historical Financial Data of Fisher				9
	Summary Unaudited Pro Forma Condensed Combined Financial Statements				11
	Equivalent and Comparative Per Share Information				12
RISK FACTORS					13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					16
THE MERGER					17
	Effect of the Merger; Consideration to be Received in the Merger; Treatment of Stock Options and Other Equity-Based Awards				17
	Background of the Merger				17
	Thermo’s Reasons for the Merger; Recommendation of the Stock Issuance and Thermo Charter Amendment Proposals by the Thermo Board of Directors				22
	Fisher’s Reasons for the Merger; Recommendation of the Merger by the Fisher Board of Directors				23
	Opinion of Thermo’s Financial Advisor				26
	Opinions of Fisher’s Financial Advisors				33
	Financial Interests of Directors and Officers in the Merger				42
	Board of Directors and Management Following the Merger				46

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			Page
	Material U.S. Federal Income Tax Consequences of the Merger			47
	Accounting Treatment			48
	Regulatory Approvals Required for the Merger			48
	Exchange of Certificates in the Merger			50
	Treatment of Stock Options and Other Equity-Based Awards			50
	Restrictions on Sales of Shares of Thermo Common Stock Received in the Merger			51
	Listing of Thermo Common Stock			51
	Appraisal Rights			51
THE MERGER AGREEMENT				52
	Completion of the Merger			52
	Conditions to Completion of the Merger			52
	Reasonable Best Efforts to Obtain Required Stockholder Votes			53
	No Solicitation			53
	Termination of the Merger Agreement			53
	Termination Fee			54
	Conduct of Business			56
	Other Covenants and Agreements			57
	Representations and Warranties			58
	Employee Benefits Matters			59
	Combined Company Headquarters and Fisher Offices			59
	Amendments, Extensions and Waivers			59
	Amendments to Thermo Bylaws			60
THE COMPANIES				61
	Thermo Electron Corporation			61
	Fisher Scientific International Inc.			61
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS				62
THE THERMO SPECIAL MEETING				70
	Date, Time and Place			70
	Purpose of the Thermo Special Meeting			70
	Thermo Record Date; Stock Entitled to Vote			70
	Quorum			70
	Required Vote			71
	Abstentions			71
	Voting of Proxies			71
	Shares Held in Street Name			71
	Revocability of Proxies			72
	Solicitation of Proxies			72
THE FISHER SPECIAL MEETING				73
	Date, Time and Place			73
	Purpose of the Fisher Special Meeting			73
	Fisher Record Date; Stock Entitled to Vote			73
	Quorum			73
	Required Vote			73
	Voting of Proxies			73

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			Page
	Shares Held in Street Name			74
	Revocability of Proxies			74
	Solicitation of Proxies			74
COMPARATIVE STOCK PRICES AND DIVIDENDS				75
	Market Prices and Dividend Data			75
COMPARISON OF RIGHTS OF THERMO STOCKHOLDERS AND FISHER STOCKHOLDERS				77
APPRAISAL RIGHTS				88
LEGAL MATTERS				88
EXPERTS				88
STOCKHOLDER PROPOSALS				89
OTHER MATTERS				89
WHERE YOU CAN FIND MORE INFORMATION				89
Annex A Agreement and Plan of Merger				A-1
Annex B Opinion of Lehman Brothers Inc.				B-1
Annex C Opinion of Goldman Sachs & Co.				C-1
Annex D Opinion of Lazard Frères & Co. LLC				D-1
Annex E Amendment to Thermo Amended and Restated Certificate of Incorporation and Thermo Bylaws				E-1

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Q:	Why am I receiving this document?

A:	Thermo and Fisher have agreed to the combination of Fisher with Thermo under the terms of a merger agreement that is described in this document. A copy of the merger agreement is attached to this document as Annex A.

	In order to complete the merger, Thermo stockholders must vote to approve the issuance of shares of Thermo common stock in connection with the merger and to approve an amendment to Thermo’s charter to, among other things, increase the number of shares of Thermo common stock authorized for issuance, and Fisher stockholders must vote to approve and adopt the merger agreement.
	Thermo and Fisher will hold separate stockholders’ meetings to obtain these approvals. This document contains important information about the merger and the meetings of the respective stockholders of Thermo and Fisher, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending your respective stockholders’ meeting.
	Your vote is important. We encourage you to vote as soon as possible.

Q:	When and where will the stockholders’ meetings be held?

A:	The Thermo special meeting will be held at, Thermo’s principal executive offices at 81 Wyman Street, Waltham, Massachusetts 02451 on August 30, 2006 at 10:00 a.m., local time. The Fisher special meeting will be held at the Sheraton Dover Hotel, 1570 North DuPont Highway, Dover, Delaware, on August 30, 2006 at 10:00 a.m., local time.

Q:	How do I vote?

A:	If you are a stockholder of record of Thermo as of the record date for the Thermo special meeting or a stockholder of record of Fisher as of the record date for the Fisher special meeting, you may vote in person by attending your stockholders’ meeting or, to ensure your shares are represented at the meeting, you may vote by:

	•	accessing the Internet website specified on your proxy card;
	•	calling the toll-free number specified on your proxy card; or
	•	signing and returning the enclosed proxy card in the postage-paid envelope provided.

	If you hold Thermo shares or Fisher shares in the name of a bank or broker, please follow the voting instructions provided by your bank or broker to ensure that your shares are represented at your stockholders’ meeting.

Q:	What will happen if I fail to vote or I abstain from voting?

A:	If you are a Thermo stockholder and fail to vote or vote to abstain:

	•	it will have the same effect as a vote against the Thermo charter amendment proposal, which is necessary to complete the merger; and
	•	it will have no effect on the proposal to approve the issuance of shares of Thermo common stock in the merger, assuming a quorum is present.

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	If you are a Fisher stockholder and fail to vote or vote to abstain:

	•	it will have the same effect as a vote against the proposal to approve and adopt the merger agreement.

Q:	If my shares are held in street name by my broker, will my broker vote my shares for me?

A:

If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to Thermo or Fisher or by voting in person at your stockholders’ meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Further, brokers who hold shares of Thermo or Fisher common stock on behalf of their customers may not give a proxy to Thermo or Fisher to vote those shares without specific instructions from their customers.

	If you are a Thermo stockholder and you do not instruct your broker on how to vote your shares:

	•	your broker may not vote your shares on the Thermo charter amendment proposal, which will have the same effect as a vote against the Thermo charter amendment proposal; and
	•	your broker may not vote your shares on the proposal to approve the issuance of shares of Thermo common stock in the merger, which will have no effect on the vote on this proposal, assuming a quorum is present.

	If you are a Fisher stockholder and you do not instruct your broker on how to vote your shares:

	•	your broker may not vote your shares, which will have the same effect as a vote against the proposal to approve and adopt the merger agreement.

Q:	What will happen if you return your proxy card without indicating how to vote?

A:	If you return your proxy card without indicating how to vote on any particular proposal, the Thermo or Fisher common stock represented by your proxy will be voted in favor of that proposal.

Q:	Can I change my vote after I have returned a proxy or voting instruction card?

A:	Yes. You can change your vote at any time before your proxy is voted at your stockholders’ meeting. You can do this in one of three ways:

	•	you can send a signed notice of revocation;
	•	you can grant a new, valid proxy bearing a later date; or
	•	if you are a holder of record, you can attend your stockholders’ meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

	If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Secretary of Thermo or Fisher, as appropriate, no later than the beginning of the applicable stockholders’ meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote.

Q:	What do I need to do now?

A:	Carefully read and consider the information contained in and incorporated by reference into this document, including its annexes.

	In order for your shares to be represented at your stockholders’ meeting:

	•	you can attend your stockholders’ meeting in person;

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	•	you can vote through the Internet or by telephone by following the instructions included on your proxy card; or
	•	you can indicate on the enclosed proxy card how you would like to vote and return the proxy card in the accompanying pre-addressed postage paid envelope.

Q:	Should I send in my Fisher stock certificates now?

A:	No. Fisher stockholders should not send in any stock certificates now. After the merger is completed, Thermo’s exchange agent will send former Fisher stockholders a letter of transmittal explaining what they must do to exchange their Fisher stock certificates for the merger consideration payable to them.
	If you are a Thermo stockholder, you are not required to take any action with respect to your Thermo stock certificates.

Q:	Who can help answer my questions?

A:	Thermo or Fisher stockholders who have questions about the merger or the other matters to be voted on at the stockholders’ meetings or desire additional copies of this document or additional proxy cards should contact:

if you are a Thermo stockholder:				if you are a Fisher stockholder:
D.F. King & Co., Inc.		MacKenzie Partners, Inc.		Innisfree M&A Incorporated
48 Wall Street		105 Madison Avenue		501 Madison Avenue
New York, New York 10005		New York, New York 10016		New York, NY 10022
(800) 848–3416		(800) 322–2885		(888) 750–5835

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	•	the adoption of the merger agreement by Fisher stockholders;
	•	the approval of the issuance of Thermo common stock in the merger and the Thermo charter amendment proposal by Thermo stockholders;
	•	the termination or expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, all required notifications and filings under Council Regulation (EC) 139/2004 of the European Community, which we refer to as the ECMR;
	•	the receipt of other requisite regulatory approvals, unless failure to obtain them would not, individually or in the aggregate, have a material adverse effect on Fisher and its subsidiaries, taken as a whole, or Thermo and its subsidiaries, taken as a whole (after giving effect to the merger);
	•	no judgment or other legal prohibition of any court or other governmental entity shall be in effect that prohibits the completion of the merger;

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	•	the Securities and Exchange Commission, which we refer to as the SEC, having declared effective the registration statement of which this document forms a part; and
	•	the authorization for listing by the NYSE of the Thermo common stock issuable to Fisher stockholders in the merger.

	•	the representations and warranties of the other party being true and correct, subject to the material adverse effect standard provided in the merger agreement;
	•	the other party having performed or complied with, in all material respects, all obligations required to be performed or complied with by it under the merger agreement;
	•	the other party and its respective subsidiaries, taken as a whole, not having suffered any material adverse effect, as defined in the merger agreement;
	•	the receipt of an officer’s certificate executed by each of the other party’s Chief Executive Officer and Chief Financial Officer stating that the three preceding conditions have been satisfied; and
	•	the receipt of an opinion of that party’s counsel to the effect that the merger will qualify as a “reorganization” under the Code.

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	•	approve the issuance of Thermo common stock in the merger;
	•	approve the Thermo charter amendment proposal, which will, effective upon the completion of the merger, increase the authorized number of shares of Thermo common stock from 350,000,000 to 1.2 billion and change the name of Thermo to Thermo Fisher Scientific Inc.;
	•	vote upon an adjournment of the Thermo special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for each of the foregoing proposals; and
	•	transact any other business that may properly be brought before the Thermo special meeting or any adjournments or postponements thereof.

	•	The issuance of Thermo common stock to Fisher stockholders requires approval by an affirmative vote of holders of a majority of the Thermo common stock present or represented and entitled to vote on the proposal.
	•	The Thermo charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Thermo common stock entitled to vote on the proposal.
	•	Approval of the proposal to adjourn the Thermo special meeting, if necessary, for the purpose of soliciting additional proxies requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

	•	approve and adopt the merger agreement;
	•	vote upon an adjournment of the Fisher special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the foregoing proposal; and
	•	transact any other business that may properly be brought before the Fisher special meeting or any adjournments or postponements thereof.

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	•	Approval and adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Fisher common stock entitled to vote on the proposal.
	•	Approval of the proposal to adjourn the Fisher special meeting, if necessary, for the purpose of soliciting additional proxies requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

	Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02451 Telephone: (781) 622-1000

	Fisher Scientific International Inc. One Liberty Lane Hampton, New Hampshire 03842 Telephone: (603) 926-5911

	Thermo Stock Repurchases

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	The exchange ratio is fixed and will not be adjusted in the event of any change in either Thermo’s or Fisher’s stock price.

	•	changes in our businesses, operations and prospects;
	•	changes in market assessments of the business, operations and prospects of either company;
	•	market assessments of the likelihood that the merger will be completed, including related considerations regarding regulatory approval of the merger;
	•	interest rates, general market and economic conditions and other factors generally affecting the price of Thermo’s and Fisher’s common stock; and
	•	federal, state and local legislation, governmental regulation and legal developments in the businesses in which Fisher and Thermo operate.

	•	If the price of Thermo common stock increases between the date the merger agreement was signed or the date of the Thermo special meeting and the effective time of the merger, Fisher stockholders will receive shares of Thermo common stock that have a market value that is greater than the market value of such shares when the merger agreement was signed, and Thermo will pay more for shares of Fisher common stock than the value calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the Thermo annual meeting. Therefore, Thermo stockholders

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		cannot be sure of the value of the consideration that will be paid to Fisher stockholders upon completion of the merger.
	•	If the price of Thermo common stock declines between the date the merger agreement was signed or the date of the Fisher special meeting and the effective time of the merger, including for any of the reasons described above, Fisher stockholders will receive less value for their shares upon completion of the merger than they would have received based on the value calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the Fisher special meeting. Therefore, Fisher stockholders cannot be sure of the market value of the Thermo common stock they will receive upon completion of the merger or the market value of Thermo common stock at any time after the completion of the merger.

	The combined company may be unable to integrate successfully the businesses of Thermo and Fisher and realize the anticipated benefits of the merger.

	•	if we are unable to successfully combine the businesses of Thermo and Fisher in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the merger, such anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected;
	•	lost sales and customers as a result of certain customers of either of the two companies deciding not to do business with the combined company;
	•	complexities associated with managing the combined businesses;
	•	integrating personnel from diverse corporate cultures while maintaining focus on providing consistent, high quality products and customer service;
	•	potential unknown liabilities and unforeseen increased expenses or delays associated with the merger; and
	•	performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention to the merger.

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	Failure to complete the merger could negatively impact the stock prices and the future business and financial results of Fisher and Thermo.

	•	being required, under certain circumstances under the merger agreement, to pay a termination fee of $300 million, in the case of a payment by Fisher to Thermo, or $200 million, in the case of a payment by Thermo to Fisher;
	•	having to pay certain costs relating to the merger, such as legal, accounting, financial advisor and printing fees; and
	•	the focus of management of each of the companies on the merger instead of on pursuing other opportunities that could be beneficial to the companies,

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	•	the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule;
	•	the risk that the businesses will not be integrated successfully;
	•	the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected;
	•	disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers;
	•	competition and its effect on pricing, spending, third-party relationships and revenues;
	•	the need to develop new products and adapt to significant technological change;
	•	implementation of strategies for improving internal growth;
	•	use and protection of intellectual property;
	•	dependence on customers’ capital spending policies and government funding policies;
	•	realization of potential future savings from new productivity initiatives;
	•	dependence on customers that operate in cyclical industries;
	•	general worldwide economic conditions and related uncertainties;
	•	the effect of changes in governmental regulations;
	•	exposure to product liability claims in excess of insurance coverage; and
	•	the effect of exchange rate fluctuations on international operations.

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	•	Thermo’s board believes that the combined company’s significantly broader product and services offerings will position it to better service customers by providing a complete set of solutions, and to respond more effectively to a number of industry dynamics, including increased marketplace competition;
	•	The significantly greater scale and scope of the combined company’s operations will better enable it to take advantage of growth opportunities, including in the areas of drug discovery, proteomics research, pharmacology services, molecular diagnostics, immunohistochemistry and environmental regulatory compliance;
	•	Fisher’s strong product set and well-recognized brands, as well as its global manufacturing and sales presence, will enhance Thermo’s ability to access customers, including in growing markets such as China and India;
	•	Fisher’s worldwide distribution and supply network will provide opportunities for increasing distribution efficiency, growing sales and introducing Thermo products to new markets;
	•	Thermo expects the combined company to achieve at least $75 million in cost savings in 2007, and approximately $200 million of cost savings and revenue opportunities in three years, coming from, among other things, rationalizing manufacturing operations, leveraging combined purchasing power, consolidating administrative activities, and pursuing revenue enhancing opportunities, such as cross-selling, entering new markets and developing new solutions;
	•	Thermo expects that the merger will result in a significant accretion to Thermo’s adjusted earnings per share; and
	•	Thermo anticipates cash flow from operations will increase, to over $1 billion annually, as a result of the transaction contemplated by the merger agreement and result in increased financial flexibility which will enhance Thermo’s ability to pursue strategic growth opportunities.

	•	its knowledge of Thermo’s business, operations, financial condition, earnings and prospects and of Fisher’s business, operations, financial condition, earnings and prospects, taking into account the results of Thermo’s due diligence review of Fisher;
	•	the current and prospective competitive climate in the industries in which Thermo and Fisher operate, including the potential for consolidation, and the alternatives reasonably available to Thermo if it did not pursue the merger;

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	•	the financial analyses and presentations of Lehman Brothers, and its opinion, dated May 7, 2006, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio to be paid by Thermo in the merger was fair from a financial point of view to Thermo (see “— Opinion of Thermo’s Financial Advisor”);
	•	the terms and conditions of the merger agreement and the likelihood of completing the merger on the anticipated schedule;
	•	the governance agreements with respect to the combined company post-merger, as described under “— Board of Directors and Management Following the Merger”, including the fact that Mr. Dekkers will serve as President and Chief Executive Officer of the combined company, and the board will consist of five Thermo designees and three Fisher designees;
	•	the fact that the exchange ratio represented a premium to Fisher stockholders of approximately 7% based on the closing prices of each company’s stock on the NYSE on May 5, 2006, the last trading day before the merger was publicly announced, and that the exchange ratio is fixed, which the Thermo board believed was consistent with market practice for mergers of this type and with the strategic purpose of the merger; and
	•	the anticipated market capitalization, adjusted price/earnings ratio and capital structure of the combined company.

	•	the challenges inherent in the combination of two businesses of the size and scope of Thermo and Fisher and the possible diversion of management attention for an extended period of time;
	•	the risk of not capturing all the anticipated cost savings and operational synergies between Thermo and Fisher and the risk that other anticipated benefits might not be realized;
	•	the risk that regulatory agencies may not approve the merger or may impose terms and conditions on their approvals that adversely affect the projected financial results of the combined company; See the section entitled “— Regulatory Approvals Required for the Merger”; and
	•	the risks of the type and nature described under “Risk Factors”, and the matters described under “Cautionary Statement Regarding Forward-Looking Statements”.

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	•	the complementary aspects of the respective businesses of Fisher and Thermo, including that the combined company is expected to create a provider of fully integrated, end-to-end solutions in the life, laboratory and health sciences industry for its customers;
	•	the potential financial benefits of the merger and significant opportunities for the creation of long-term value for Fisher stockholders, including:

	•	that the merger is expected to result in a 20% compound annual growth rate in adjusted earnings per share over three years;
	•	that the transaction is expected to generate approximately $200 million in cost and revenue synergies over three years, including:

	•	at least $75 million expected in 2007;
	•	$150 million of cost-related synergies, excluding one-time costs, expected to result primarily from manufacturing rationalization, sourcing and logistics efficiencies, and shared administrative functions; and
	•	$50 million of revenue-related synergies expected to result from cross-selling opportunities, enhanced geographic reach, penetration of new and existing markets, and new solutions development;

	•	that the cash flow from operations of the combined company is expected to be in excess of $1 billion in 2007, making the combined company well-positioned to accelerate growth both organically and through acquisitions;

	•	the conditions in the life, laboratory and health sciences industry generally and the business, prospects, financial performance and condition, operations, management and competitive position of Fisher on a stand-alone basis as compared to the positions of the combined company after giving effect to the merger;
	•	historical information concerning Fisher’s and Thermo’s respective businesses, prospects, financial performance and condition, operations, management and competitive position, including information contained in public reports concerning results of operations during the most recent fiscal year and fiscal quarter for each of Fisher and Thermo filed with the SEC, as well as reports from Fisher’s management and Fisher’s legal advisors as to the results of the due diligence investigation of Thermo;
	•	Fisher management’s view of the businesses, prospects, financial performance and condition, operations, management and competitive position of Fisher and Thermo before the merger, and of the combined company after giving effect to the merger;
	•	that the combination of Fisher and Thermo is expected to benefit customers and suppliers, and provide greater opportunities for the employees of the combined company;
	•	current financial market conditions and historical market prices, volatility and trading information with respect to Fisher’s common stock and Thermo’s common stock;
	•	that stockholders of Fisher immediately prior to the merger will own approximately 61% of the combined company immediately following the merger and will therefore participate meaningfully in the significant opportunities for long-term growth of the combined company;

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	•	that senior management of Thermo is well known to senior management of Fisher and that senior management of Fisher expressed confidence in the ability of senior management to successfully manage the combined company and to achieve long-term value for its stockholders;
	•	the opinion of each of Goldman Sachs and Lazard to the effect that, as of May 7, 2006 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Fisher common stock. See the section entitled “— Opinions of Fisher’s Financial Advisors”;
	•	the opportunity for Fisher stockholders to benefit from any increase in the trading price of Thermo common stock between the announcement of the merger and the completion of the merger because the exchange ratio is a fixed number of shares of Thermo common stock;
	•	the expected qualification of the merger as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, resulting in the merger consideration to be received by Fisher stockholders not being subject to federal income tax, as described in the section entitled “— Material U.S. Federal Income Tax Consequences of the Merger”; and
	•	the belief that the terms of the merger agreement are reasonable, including:

	•	the limited conditions to the parties’ respective obligations to complete the merger;
	•	that Paul M. Meister, Vice Chairman of the Fisher board of directors, will become the non-executive Chairman of the board of directors of the combined company;
	•	that Marijn E. Dekkers, President and Chief Executive Officer of Thermo, will continue to serve as the President and Chief Executive Officer of the combined company and that Mr. Dekkers has agreed to waive the acceleration of certain change of control benefits to which he would otherwise have been entitled in connection with the merger;
	•	that the combined company’s board of directors will include at least three members nominated by Fisher for a period of at least three years;
	•	that each party has agreed to not solicit proposals relating to alternative business combination transactions or, subject to certain exceptions, enter into discussions or an agreement concerning or provide confidential information in connection with any proposals for alternative business combination transactions;
	•	that, unless the merger agreement is terminated in accordance with its terms, stockholders of Fisher and Thermo will have the opportunity to vote on approval and adoption of the merger agreement and related matters, taking into consideration that while the ability of Fisher stockholders to consider an alternative transaction may therefore be delayed or prevented, the ability of Thermo stockholders to consider an alternative transaction may similarly be delayed or prevented;
	•	that the merger agreement contains certain termination rights for both Fisher and Thermo and that upon termination of the merger agreement under specified circumstances, Fisher may be required to pay Thermo a termination fee of $300 million or Thermo may be required to pay Fisher a termination fee of $200 million; and
	•	that Thermo will establish a long-term incentive compensation program for Thermo senior management and that there will also be appropriate continuing performance incentives for senior management of Fisher who will continue with the combined company.

	•	the possibility that the merger might not be consummated, or that consummation might be unduly delayed or subject to conditions that may be imposed by governmental authorities;

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	•	the effect of public announcement of the merger on Fisher’s revenues, operating results, the price of its common stock and Fisher’s ability to attract and retain customers and key employees;
	•	the risk that the potential benefits sought in the merger might not be fully realized;
	•	the substantial charges to be incurred in connection with the merger, including costs of integrating the businesses and transaction expenses arising from the merger;
	•	the risk that despite the efforts of the combined company, key employees might not remain employed by the combined company;
	•	because the exchange ratio is a fixed number of shares of Thermo common stock, the possibility that Fisher stockholders could be adversely affected by a decrease in the trading price of Thermo common stock between the date of announcement of execution of the merger agreement and the closing of the merger, and the fact that the merger agreement does not provide Fisher with a price-based termination right or other similar protection;
	•	the limitations imposed in the merger agreement on the solicitation or consideration by Fisher and Thermo of alternative business combinations prior to the completion of the merger;
	•	the fact that upon termination of the merger agreement under specified circumstances, Fisher may be required to pay Thermo a termination fee of $300 million and this termination fee may discourage other parties that may otherwise have an interest in a business combination with, or an acquisition of, Fisher;
	•	the terms of the merger agreement restricting the conduct of Fisher’s business during the period between execution of the merger agreement and the completion of the merger; and
	•	the interests that certain executive officers and directors of Fisher may have with respect to the merger in addition to their interests as stockholders of Fisher generally, as described in the section entitled “— Financial Interests of Directors and Officers in the Merger”, which the Fisher board considered to be neutral in its evaluation of the proposed transaction.

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	•	the merger agreement and the specific terms of the proposed transaction (including with respect to governance of the combined company);
	•	publicly available information concerning Thermo that Lehman Brothers believed to be relevant to its analysis, including Thermo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Thermo’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2006;
	•	publicly available information concerning Fisher that Lehman Brothers believed to be relevant to its analysis, including Fisher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Fisher’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;
	•	financial and operating information with respect to the business, operations and prospects of Thermo furnished to Lehman Brothers by Thermo, including financial estimates and forecasts for Thermo prepared by Thermo’s management;
	•	financial and operating information with respect to the business, operations and prospects of Fisher furnished to Lehman Brothers by Fisher, including financial estimates and forecasts for Fisher prepared by Fisher’s management;
	•	the trading histories of Thermo common stock and Fisher common stock from May 6, 2005 to May 5, 2006 and a comparison of those trading histories with each other and with those of other companies and indices that Lehman Brothers deemed relevant;
	•	a comparison of the historical financial results and present financial condition of Thermo and Fisher with each other and with those of other companies that Lehman Brothers deemed relevant;
	•	published estimates of independent research analysts with respect to ratings and future price targets of Thermo common stock and Fisher common stock;
	•	the relative contributions of Thermo and Fisher to the historical and future financial condition and performance of the combined company on a pro forma basis;
	•	the potential pro forma impact of the proposed transaction on the future financial condition and performance of Thermo, including estimated cost savings, operating synergies and other strategic benefits that the managements of Thermo and Fisher anticipated would result from a combination of the businesses of Thermo and Fisher, referred to as the estimated synergies, and the anticipated impact of the proposed transaction on Thermo’s pro forma adjusted earnings per share; and
	•	a comparison of the financial terms of the proposed transaction with the financial terms of certain other transactions that Lehman Brothers deemed relevant.

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	•	Becton, Dickinson and Company;
	•	Applied Bioscience International Inc.;
	•	Waters Corporation;
	•	Sigma-Aldrich Corporation;
	•	Millipore Corporation;
	•	Beckman Coulter, Inc.;
	•	PerkinElmer, Inc.;
	•	Mettler-Toledo International Inc.; and
	•	Bio-Rad Laboratories, Inc.

		Implied Exchange
		Ratio
May 5, 2006			1.869x
One-month Average			1.860x
Three-month Average			1.911x
Six-month Average			1.976x
One-year Average			2.077x
One-year High			2.423x
One-year Low			1.808x
Proposed Transaction			2.000x

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		Enterprise
		Value/ EBITDA								P/E — Reported								P/E — Adjusted
		2006				2007				2006				2007				2006				2007
Selected Life and Laboratory Supply Companies:
High			15.0	x			13.1	x			26.9	x			23.2	x			26.2	x			22.7x
Mean			11.3	x			10.3	x			21.4	x			18.6	x			20.3	x			17.9x
Median			10.8	x			9.8	x			20.7	x			18.0	x			19.1	x			17.0x
Low			8.2	x			7.8	x			18.0	x			16.4	x			17.5	x			16.0x
Thermo			13.9	x			12.4	x			30.4	x			25.2	x			22.9	x			19.9x
Fisher at Proposed Transaction			11.9	x			10.7	x			20.7	x			17.8	x			18.8	x			16.3x

	Equity Research Analysts

Implied Exchange Ratio Range		1.889x - 2.028x
Proposed Transaction		2.000x

	Comparable Transaction Analysis

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Announcement Date		Acquiror		Target
4/27/2006		Siemens AG		Diagnostic Products Corp.
4/25/2006		Millipore Corp.		Serologicals Corp.
3/16/2006		Fisher Scientific Intl.		Athena Diagnostics, Inc.
3/18/2005		Siemens AG		CTI Molecular Imaging, Inc.
1/19/2005		Thermo Electron Corp.		Kendro Laboratory Products
3/17/2004		Fisher Scientific Intl.		Apogent Technologies Inc.
2/16/2004		Clayton, Dubilier & Rice, Inc.		VWR International Inc.
12/24/2003		Invitrogen Corp.		BioReliance Corp.
10/10/2003		General Electric Co.		Amersham PLC
6/26/2003		Fisher Scientific Intl.		Perbio Science AB
7/16/2001		PerkinElmer Inc.		Packard Bioscience Co.
7/9/2000		Invitrogen Corp.		Life Technologies, Inc.
9/17/1998		Bayer Corp.		Chiron Diagnostics
8/29/1997		Beckman Instruments, Inc.		Coulter Corp.

		Enterprise Value/
		LTM EBITDA
Selected Life and Laboratory Suppliers Transactions:
High			21.3x
Mean			15.0x
Median			14.9x
Low			10.2x
Thermo			15.5x
Fisher at Proposed Transaction			13.2x

	Discounted Cash Flow Analysis

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Implied Exchange Ratio Range		1.484x - 2.256x
Proposed Transaction		2.000x

	Contribution Analysis

Implied Diluted

Equity Ownership

Implied

Exchange

Thermo

Fisher

Ratio

Revenue:

Estimated 2006

35.2%

64.8%

2.327x

Estimated 2007

34.6%

65.4%

2.394x

EBITDA:

Estimated 2006

34.8%

65.2%

2.376x

Estimated 2007

35.1%

64.9%

2.340x

Adjusted Net Income:

Estimated 2006

34.2%

65.8%

2.439x

Estimated 2007

33.4%

66.6%

2.523x

Net Income:

Estimated 2006

30.1%

69.9%

2.953x

Estimated 2007

30.1%

69.9%

2.933x

Proposed Transaction

38.6%

61.4%

2.000x

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	Pro Forma Analysis

	Illustrative Trading Prices Analysis

	Miscellaneous

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	Opinion of Goldman Sachs

	•	the merger agreement;
	•	annual reports to stockholders and Annual Reports on Form 10-K of Fisher and Thermo for the five years ended December 31, 2005;
	•	certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Fisher and Thermo;
	•	certain other communications from Fisher and Thermo to their respective stockholders;
	•	certain internal financial analyses and forecasts for Thermo prepared by its management;
	•	certain internal financial analyses and forecasts for Thermo prepared by its management, reviewed and revised by the management of Fisher, and certain internal financial analyses and forecasts for Fisher prepared by its management; and
	•	certain cost savings and operating synergies projected by the respective managements of Fisher and Thermo to result from the merger.

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	•	a lead manager in connection with the offering of 2.50% Convertible Senior Notes due October 2023 (aggregate principal amount $250,000,000) in July 2003;
	•	financial advisor with respect to Fisher’s acquisition of Dharmacon Inc. in February 2004;
	•	a lead manager in connection with the offering of 3.25% Convertible Senior Subordinated Notes due March 1, 2024 (aggregate principal amount $300,000,000) in March 2004;
	•	financial advisor with respect to Fisher’s acquisition of Apogent Technologies in March 2004;
	•	dealer manager for the exchange offers related to indebtedness of Apogent (aggregate principal amount $645,000,000) in May 2004; and
	•	a lead manager in connection with the offering of Senior Subordinated Notes due 2014 (aggregate principal amount $300,000,000) in July 2004.

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	Opinion of Lazard

	•	reviewed the financial terms and conditions of the latest draft of the merger agreement;
	•	analyzed certain historical business and financial information relating to Fisher and Thermo;
	•	reviewed various financial forecasts and other data provided to it by Fisher and Thermo relating to their respective businesses;
	•	reviewed the synergistic savings and benefits and the timing of their occurrence as projected by Fisher and Thermo to be realized by the combined company following the merger;
	•	held discussions with members of the senior managements of Fisher and Thermo with respect to the businesses and prospects of Fisher and Thermo, respectively, the strategic objectives of each, and synergistic savings and benefits projected by Fisher and Thermo to be realized by the combined company following the merger;
	•	reviewed public information with respect to certain other companies in lines of business it believed to be generally comparable to those of Fisher and Thermo;
	•	reviewed the financial terms of certain business combinations involving companies in lines of business it believed to be generally comparable to those of Fisher and Thermo;
	•	reviewed the historical stock prices and trading volumes of Fisher common stock and Thermo common stock; and
	•	conducted such other financial studies, analyses and investigations as it deemed appropriate.

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	Financial Analyses of Fisher’s Financial Advisors

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	Contribution Analysis

Estimated														GAAP Net				Cash Net
Year		Sales				EBITDA				EBITA				Income				Income
2006E			68%				68%				68%				70%				66%
2007E			68%				68%				67%				70%				67%

	Pro Forma Merger Analysis

	Discounted Cash Flow Analysis

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	Implied Premium Analysis

		Implied
Day/Period		Premium
May 5, 2006			7.0	%
One-Month Average			13.3	%
Three-Month Average			14.8	%
Six-Month Average			18.9	%
One-Year Average			22.5	%
Two-Year Average			28.5	%

	Illustrative Future Trading Value Analysis

	Selected Transactions Analysis

Announcement
Date		Buyer		Target
4/27/2006		Siemens		Diagnostic Products Corp.
4/25/2006		Millipore		Serologicals
2/8/2005		Invitrogen Corp.		Dynal Biotech A/S (75% stake)
1/19/2005		Thermo Electron Corp.		Kendro Laboratory Products LP
3/17/2004		Fisher Scientific International Inc		Apogent Technologies Inc
2/11/2004		Fisher Scientific International Inc		Oxoid Group Holding Ltd
12/24/2003		Invitrogen Corp.		BioReliance Corp.
10/10/2003		General Electric		Amersham Plc
6/25/2003		Fisher Scientific International Inc		Perbio Science AB
3/12/2002		Amersham Plc		Amersham Biosciences (45% stake)
7/7/2000		Invitrogen Corp.		Dexter Corp. (Life Technologies)

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Announcement
Date		Buyer		Target
4/7/2004		Clayton, Dubilier & Rice, Inc.		VWR International
6/14/2002		Cardinal Health		Syncor International
3/19/2001		Amerisource Health Corp.		Bergen Brunswig Corp.
12/4/2000		Cardinal Health		Bindley Western
1/11/1999		Bergen Brunswig Corp.		PharMerica
10/9/1998		Cardinal Health		Allegiance Corp.
1/28/1997		McKesson Corp.		General Medical Corp.

Transaction Value as

Multiple of LTM

EBIT

EBITDA

Sales

Mean

18.8

x

14.7

x

3.4x

Median

17.9

x

13.1

x

3.3x

The merger

16.0

x

12.7

x

2.2x

Transaction Value as

Multiple of LTM

EBIT

EBITDA

Sales

Mean

17.3

x

12.6

x

0.7x

Median

16.0

x

12.4

x

0.7x

The merger

16.0

x

12.7

x

2.2x

	Implied Transaction Multiples

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Implied Transaction Multiples

Revenues

EBITDA

EBIT

CY2005A

2.4

x

14.0

x

17.3x

LTM

12.7

x

16.0x

CY2006E

2.1

x

11.9

x

14.9x

		GAAP EPS				Cash EPS
CY2006E			20.5x				18.8x
CY2007E			17.7x				16.5x

	Selected Companies Analysis

	•	an instruments index which includes Agilent Technologies Inc., Applera Corp. — Applied Biosystems Group, Biacore International, Bruker BioSciences Corp., Dionex Corp., MDS Inc., Mettler — Toledo International Inc., PerkinElmer Inc., Tecan Group, Varian Medical Systems Inc., and Waters Corp.
	•	Beckman Coulter, Inc.
	•	Thermo
	•	Qiagen N.V.
	•	Millipore Corp.
	•	Becton, Dickinson and Company;
	•	Invitrogen Corp.
	•	Sigma-Aldrich Corp.
	•	Fisher
	•	a Distribution Index which includes AmerisourceBergen Corp., Henry Schein Inc., Cardinal Health Inc., McKesson Corp., Owens & Minor Inc., Patterson Companies Inc. and PSS World Medical Inc.

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	Miscellaneous

	Employment Agreements

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	Equity-Based Awards

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						Aggregate Spread
		Number of Shares				for All Unvested				Total Number of				Aggregate Value for
		Underlying All				Fisher Stock				All Unvested				All Unvested Restricted
		Unvested Fisher				Options				Restricted Stock				Stock Units
Executive Officer		Stock Options				($)(millions)				Units				($)(millions)
Mr. Montrone			182,000				1.9				125,610				9.3
Mr. Meister			145,640				1.5				99,230				7.3
Mr. Della Penta			109,180				1.1				18,400				1.4
Mr. Clark			90,880				1.0				65,570				4.8
Mr. Rea			15,880				0.1				11,570				0.9

	Interests of Directors

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	Indemnification and Insurance

	Surviving Company Board of Directors

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	•	a financial institution or insurance company;
	•	a tax-exempt organization;
	•	a stockholder who is not a U.S. Holder;
	•	a pass-through entity or an investor in such an entity;
	•	a dealer or broker in securities or foreign currencies;
	•	a trader in securities who elects to apply a mark-to-market method of accounting;
	•	a stockholder who holds Fisher common stock as part of a hedge, appreciated financial position, straddle, constructive sale or conversion transaction; and
	•	a stockholder who acquired his or her shares of Fisher common stock pursuant to the exercise of employee stock options or otherwise as compensation.

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	•	a Fisher stockholder whose shares of Fisher common stock are exchanged in the merger for shares of Thermo common stock will not recognize gain or loss;
	•	a Fisher stockholder’s aggregate tax basis in shares of Thermo common stock received in the merger will equal the aggregate tax basis of the Fisher common stock surrendered in the merger; and
	•	a Fisher stockholder’s holding period for shares of Thermo common stock received in the merger will include the holding period for the shares of Fisher common stock surrendered in the merger.

	Information Reporting

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	•	the adoption of the merger agreement by Fisher stockholders;
	•	the approval of the issuance of Thermo common stock in the merger and the Thermo charter amendment proposal by Thermo stockholders;
	•	the termination or expiration of the applicable waiting periods under the HSR Act and all required notifications and filings under the ECMR;
	•	the receipt of other requisite regulatory approvals, unless failure to obtain them would not, individually or in the aggregate, have a material adverse effect on Fisher and its subsidiaries, taken as a whole, or Thermo and its subsidiaries, taken as a whole (after giving effect to the merger);
	•	no judgment or other legal prohibition of any court or other governmental entity shall be in effect that prohibits the completion of the merger;
	•	the SEC having declared effective the registration statement of which this document forms a part; and
	•	the authorization for listing by the NYSE of the Thermo common stock issuable to Fisher stockholders in the merger.

	•	the representations and warranties of the other party being true and correct, subject to the material adverse effect standard provided in the merger agreement;
	•	the other party having performed or complied with, in all material respects, all obligations required to be performed or complied with by it under the merger agreement;
	•	the other party and its respective subsidiaries, taken as a whole, not having suffered any material adverse effect, as defined in the merger agreement;
	•	the receipt of an officer’s certificate executed by each of the other party’s Chief Executive Officer and Chief Financial Officer stating that the three preceding conditions have been satisfied; and

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	•	the receipt of an opinion of that party’s counsel to the effect that the merger will qualify as a “reorganization” under the Code.

	•	by mutual written consent of Fisher and Thermo, if the board of directors of each so determines;

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	•	by written notice of either Fisher or Thermo (as authorized by the board of directors of Fisher or Thermo, as applicable):

	1.	if the merger is not consummated by May 7, 2007;
	2.	if a governmental entity issues a final and nonappealable order, decree or ruling or takes any other action that permanently restrains, enjoins or otherwise prohibits the merger;
	3.	if Fisher’s stockholder approval is not obtained at Fisher’s stockholder meeting or at any adjournment or postponement, at which the vote to obtain the approval required for this transaction is taken; or
	4.	if Thermo’s stockholder approval is not obtained at Thermo’s stockholder meeting or at any adjournment or postponement, at which the vote to obtain the approval required for this transaction is taken;

	•	by Fisher upon a breach of any representation, warranty, covenant or agreement on the part of Thermo, or if any representation or warranty of Thermo becomes untrue, in either case such that the conditions to Fisher’s obligations to complete the merger would not then be satisfied and in any such case such breach is incapable of being cured or is not cured in all material respects within 10 days after written notice of such breach is received by Thermo;
	•	by Thermo upon a breach of any representation, warranty, covenant or agreement on the part of Fisher, or if any representation or warranty of Fisher becomes untrue, in either case such that the conditions to Thermo’s obligations to complete the merger would not then be satisfied and in any such case such breach is incapable of being cured or is not cured in all material respects within 10 days after written notice of such breach is received by Fisher;
	•	by Fisher if the board of directors of Thermo, for any reason fails to recommend in this document a vote in favor of the stock issuance and the charter amendment, or in a manner adverse to Fisher withdraws, modifies or qualifies, or proposes to withdraw, modify or qualify, the recommendation by the board of directors in favor of the stock issuance and the charter amendment to Thermo’s stockholders. Additionally, Fisher can terminate if Thermo takes any public action or makes any public statement in connection with the meeting of Thermo stockholders inconsistent with the recommendation to approve the stock issuance and the charter amendment or recommends any alternative transaction; or
	•	by Thermo if the board of directors of Fisher, for any reason fails to recommend in this document a vote in favor of adoption of the merger agreement, or in a manner adverse to Thermo withdraws, modifies or qualifies, or proposes to withdraw, modify or qualify, the recommendation by the board of directors in favor of adoption of the merger agreement to Fisher’s stockholders. Additionally, Thermo can terminate if Fisher takes any public action or makes any public statement in connection with the meeting of Fisher stockholders inconsistent with the recommendation to approve the adoption of the merger agreement or recommends any alternative transaction.

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	•	by Thermo if the board of directors of Fisher, for any reason fails to recommend in this document a vote in favor of adoption of the merger agreement, or in a manner adverse to Thermo withdraws, modifies or qualifies, or proposes to withdraw, modify or qualify, the recommendation by the board of directors in favor of adoption of the merger agreement to Fisher’s stockholders; or
	•	by Thermo if Fisher, in a manner adverse to Thermo, takes any public action or makes any public statement in connection with the meeting of Fisher’s stockholders inconsistent with the recommendation to approve the adoption of the merger agreement or recommends any alternative transaction.

	•	by either party because the merger is not consummated by May 7, 2007 and at the time of such termination Fisher has not obtained stockholder approval for the adoption of the merger agreement;
	•	by either party because Fisher does not obtain stockholder approval for the adoption of the merger agreement at the Fisher special meeting; or
	•	by Thermo because Fisher breaches one of its representations or warranties or covenants in the merger agreement, in such a way that the related closing conditions described in the first and second bullets in the second paragraph under “— Conditions to Completion of the Merger” above would not be satisfied, and

	•	an alternative transaction proposal with respect to Fisher is publicly proposed or publicly disclosed or, solely in the case of a termination because of Fisher’s breach of any representation or warranty or covenant under the merger agreement, otherwise communicated to the senior management or board of directors of Fisher, and
	•	within 12 months of the date of such termination of the merger agreement, Fisher or any of its subsidiaries executes any definitive agreement with respect to, or consummates any alternative transaction.

	•	by Fisher if the board of directors of Thermo, for any reason fails to recommend in this document a vote in favor of the stock issuance and the charter amendment, or in a manner adverse to Fisher withdraws, modifies or qualifies, or proposes to withdraw, modify or qualify, the recommendation by the board of directors in favor of the stock issuance and the charter amendment to Thermo’s stockholders; or
	•	by Fisher if Thermo, in a manner adverse to Fisher, takes any public action or makes any public statement in connection with the Thermo special meeting inconsistent with the recommendation to approve the stock issuance and the charter amendment or recommends any alternative transaction.

	•	by either party because the merger is not consummated by May 7, 2007 and at the time of such termination Thermo has not obtained stockholder approval for the stock issuance and the charter amendment; or

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	•	by either party because Thermo does not obtain stockholder approval for the stock issuance and the charter amendment at the Thermo special meeting; or
	•	by Fisher because Thermo breaches one of its representations or warranties or covenants in the merger agreement, in such a way that the related closing conditions described in the first and second bullets in the second paragraph under “— Conditions to Completion of the Merger” above would not be satisfied, and

	•	an alternative transaction proposal with respect to Thermo is publicly proposed or publicly disclosed or, solely in the case of a termination because of Thermo’s breach of any representation or warranty or covenant under the merger agreement, otherwise communicated to the senior management or board of directors of Thermo, and
	•	within 12 months of the date of such termination of the merger agreement, Thermo or any of its subsidiaries executes any definitive agreement with respect to, or consummates any alternative transaction.

	•	amendments or changes to its certificate of incorporation or bylaws or equivalent organizational documents;
	•	the issuance or sale of capital stock, voting debt or other equity interests;
	•	the declaration or payment of dividends or other distributions, other than certain ordinary course dividends or other distributions;
	•	the reclassification, combination, split or subdivision of any of its capital stock or the issuance of any other securities in substitution for shares of its capital stock;
	•	the acquisition of its capital stock, other equity interests or other securities;
	•	the incurrence or guarantee of indebtedness for borrowed money or the issuance of any debt securities;
	•	the termination or any material change in certain types of material contracts of either company, where such termination or change would have an adverse effect on either of the companies and their subsidiaries;
	•	the entry into certain types of new material contracts (based on dollar amounts specified in the merger agreement);
	•	the authorization of any material loan to any person (other than a wholly-owned subsidiary) outside the ordinary course of business;

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	•	changes in employee benefit plans and compensation of directors, executive officers and employees of either company;
	•	grants of certain rights to severance or termination pay;
	•	changes in accounting policies or procedures, other than in the ordinary course of business consistent with past practice or except as required by GAAP or by a governmental entity;
	•	changes with regard to taxes, except in the ordinary course of business consistent with past practice;
	•	changes to any material rights or claims to any confidentiality or standstill agreement to which either company is a party and which relates to a business combination involving either of the companies;
	•	actions to write up, write down or write off the book value of any assets, individually or in the aggregate;
	•	actions to render inapplicable, or to exempt any third person from, any state law takeover protections;
	•	the acquisition or disposition of assets, operations, business or securities;
	•	the engagement in any merger, consolidation or other business combination with any person;
	•	actions that are intended or would reasonably result in any of the conditions to the merger not being satisfied;
	•	acquisitions or dispositions of material intellectual property;
	•	actions that would result in restructuring charges pursuant to GAAP;
	•	the payment, discharge, settlement or satisfaction of any material claims, liabilities, obligations or litigation;
	•	the entry into any new line of business material to either of the companies;
	•	the maintenance of insurance coverage substantially similar to insurance coverage maintained as of the signing of the merger agreement; and
	•	the entry into any non-competition contract or other contract that purports to limit either the type of business in which Fisher or its subsidiaries, or Thermo or its subsidiaries, may engage or the manner or locations in which any of them may so engage in any business.

	•	cooperation between Thermo and Fisher in the preparation of this document;
	•	timeliness in holding stockholders’ meetings to propose and approve the merger, the issuance of Thermo common stock in the merger and the Thermo charter amendments and the recommendation of the parties’ boards of directors that stockholders vote in favor of the proposals;
	•	confidentiality and access by each party to certain information about the other party during the period prior to the effective time of the merger;
	•	joint consultation between Thermo and Fisher with respect to any public statements regarding the merger;

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	•	cooperation between Thermo and Fisher to obtain (and to keep each other apprised of the status of) all governmental approvals and consents required to complete the merger;
	•	action to make Thermo’s rights agreement inapplicable to the merger and waiver by each party of state takeover statutes applicable to the merger;
	•	cooperation between Thermo and Fisher in the preparation of all returns or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees or any similar taxes which become payable in connection with the merger;
	•	Fisher’s agreement to terminate its Employee Stock Purchase Plan at least one full payroll period prior to the merger; and
	•	employee plans and benefits provided after the merger, as described in the section entitled “— Employee Benefits Matters.”

	•	organization, standing and corporate power, charter documents and ownership of subsidiaries;
	•	capital structure;
	•	corporate authority to enter into and perform the merger agreement, enforceability of the merger agreement, approval of the merger agreement by the parties’ boards of directors and voting requirements to consummate the merger;
	•	filings with the SEC and other governmental entities;
	•	accuracy of information supplied or to be supplied in the registration statement to be filed in connection with the merger;
	•	absence of certain changes or events;
	•	compliance with applicable laws and validity of permits;
	•	labor and other employment matters, including benefit plans;
	•	benefit plans;
	•	tax matters;
	•	absence of undisclosed interested party transactions;
	•	environmental matters;
	•	intellectual property matters;
	•	compliance with the FDA;
	•	inapplicability of state takeover statutes and shareholder rights agreements;
	•	brokers used in connection with the merger agreement;
	•	opinions of financial advisors;
	•	existence and enforceability of material contracts;
	•	ownership of real property;

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	•	absence of any actions that would prevent the merger from qualifying as a “reorganization” for U.S. federal income tax purposes; and
	•	in the case of Thermo, that all action necessary has been taken or will be taken to render Thermo’s rights agreement inapplicable to the merger.

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	•	that the board of directors has resolved that, effective as of the completion of the merger, Mr. Dekkers will continue to serve as President and Chief Executive Officer of the combined company, and Mr. Meister will become Chairman of the board of directors of the combined company;
	•	that on the effective date of the merger, and continuing for a period of three years following the effective date, the composition of the combined company’s board of directors will be maintained at a ratio of five continuing Thermo directors to three continuing Fisher directors; and
	•	that on the effective date of the merger, and continuing for a period of three years following the effective date, any vacancies on the board of directors created by the cessation of service of a director will be filled by a nominee proposed to the nominating and governance committee of the board of directors by a majority of the remaining continuing Thermo directors in the case of a vacancy from among the continuing Thermo directors, and by a majority of the remaining continuing Fisher directors in the case of a vacancy from among the continuing Fisher directors.

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	•	the accompanying notes to the unaudited pro forma condensed combined financial statements;
	•	the separate historical financial statements of Thermo as of and for the three months ended April 1, 2006 included in Thermo’s quarterly report on Form 10-Q for the three months ended April 1, 2006, which is incorporated by reference into this document;
	•	the separate historical financial statements of Thermo as of and for the year ended December 31, 2005 included in Thermo’s annual report on Form 10-K for the year ended December 31, 2005, which is incorporated by reference into this document;
	•	the separate historical financial statements of Fisher as of and for the three months ended March 31, 2006 included in Fisher’s quarterly report on Form 10-Q for the three months ended March 31, 2006, which is incorporated by reference into this document; and
	•	the separate historical financial statements of Fisher as of and for the year ended December 31, 2005 included in Fisher’s current report on Form 8-K filed May 11, 2006, to reflect the account balances and activities of the laboratory workstations business as discontinued operations, which is incorporated by reference into this document.

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			Thermo, As				Fisher, As				Pro Forma				Pro Forma
			Reported				Reported				Adjustments				Combined
			(In millions)
ASSETS
Current Assets:
	Cash and cash equivalents		$	230.8			$	433.9			$	(112.3	)(A)		$	552.4
	Short-term available-for-sale investments			79.8				—								79.8
	Accounts receivable, net			542.9				726.9				(15.3	)(J)			1,254.5
	Inventories			381.5				618.9				208.4	(B)			1,208.8
	Deferred tax assets			77.9				154.8								232.7
	Other current assets			64.2				119.9								184.1
	Current assets held for sale			—				42.4								42.4
				1,377.1				2,096.8				80.8				3,554.7
Property, Plant and Equipment, Net				283.1				793.4								1,076.5
Acquisition-related Intangible Assets				425.5				1,566.6				(1,566.6	)(C)			5,287.6
												4,862.1	(D)
Other Assets				204.0				271.5				144.7	(E)			598.8
												(21.4	)(G)
Goodwill				1,951.0				3,797.8				(3,797.8	)(C)			9,523.4
												7,572.4	(D)
Long-term Assets Held for Sale				—				57.7								57.7
			$	4,240.7			$	8,583.8			$	7,274.2			$	20,098.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Short-term obligations and current maturities of long-term obligations		$	91.3			$	41.5			$				$	132.8
	Accounts payable			155.6				502.1				(15.3	)(J)			642.4
	Other accrued expenses			434.9				415.5				72.9	(E)			923.3
	Current liabilities held for sale			—				26.9								26.9
	Current liabilities of discontinued operations			34.8				—								34.8
				716.6				986.0				57.6				1,760.2
Deferred Income Taxes				44.0				647.9				(600.2	)(C)			1,793.4
												1,701.7	(E)
Other Long-term Liabilities				136.8				338.5				104.3	(F)			579.6
Long-term Obligations				469.2				2,127.5				25.8	(G)			2,622.5
Long-term Liabilities Held for Sale				—				8.8								8.8
Shareholders’ Equity:
	Common stock			182.9				1.2				(1.2	)(H)			434.7
												251.8	(I)
	Capital in excess of par value			1,446.4				4,233.8				283.3	(G)			11,654.7
												(4,233.8	)(H)
												9,925.0	(I)
	Retained earnings			1,651.4				232.2				(232.2	)(H)			1,651.4
	Treasury stock at cost			(438.0	)			(4.0	)			4.0	(H)			(438.0	)
	Accumulated other comprehensive items			31.4				11.9				(11.9	)(H)			31.4
				2,874.1				4,475.1				5,985.0				13,334.2
			$	4,240.7			$	8,583.8			$	7,274.2			$	20,098.7

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			Thermo,				Fisher,				Pro Forma				Pro Forma
			as Reported				as Reported				Adjustments				Combined
			(In millions, except per share amounts)
Revenues			$	684.3			$	1,412.4			$	(30.8	)(J)		$	2,065.9
Costs and Operating Expenses:
	Cost of revenues			371.7				898.6				(30.8	)(J)			1,239.5
	Selling, general and administrative expenses			202.5				328.5				(14.4	)(C)			676.1
												159.5	(D)
	Research and development expenses			38.7				12.6								51.3
	Restructuring and other income, net			3.6				0.4								4.0
				616.5				1,240.1				114.3				1,970.9
Operating Income				67.8				172.3				(145.1	)			95.0
Other Income (Expense), Net				(3.8	)			(26.4	)			(1.3	)(A)			(29.7	)
												1.8	(G)
Income from Continuing Operations Before Provision for Income Taxes				64.0				145.9				(144.6	)			65.3
(Provision for) Benefit from Income Taxes				(20.4	)			(39.7	)			50.6	(L)			(9.5	)
Income from Continuing Operations			$	43.6			$	106.2			$	(94.0	)		$	55.8
Earnings per Share from Continuing Operations:
	Basic		$	0.27			$	0.85							$	0.14
	Diluted		$	0.26			$	0.81							$	0.13
Weighted Average Shares:
	Basic			163.0				123.8				123.8	(M)			410.6
	Diluted			167.0				130.6				130.6	(M)			428.2

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															Thermo
			Thermo,				Kendro,				Pro Forma				Pro Forma				Fisher,				Pro Forma				Pro Forma
			as Reported				Jan. 1 - May 8				Adjustments				Combined				as Reported				Adjustments				Combined
			(In millions, except per share amounts)
Revenues			$	2,633.0			$	128.3			$	—			$	2,761.3			$	5,386.3			$	(121.3	)(J)		$	8,026.3
Costs and Operating Expenses:
	Cost of revenues			1,438.1				78.5								1,516.6				3,503.4				(121.3	)(J)			4,898.7
	Selling, general and administrative expenses			761.8				27.0				22.4	(N)			811.2				1,156.0				(53.3	)(C)			2,563.2
																								637.8	(D)
																								11.5	(K)
	Research and development expenses			152.7				4.2								156.9				44.2								201.1
	Restructuring and other costs, net			16.9				0.1								17.0				22.4								39.4
				2,369.5				109.8				22.4				2,501.7				4,726.0				474.7				7,702.4
Operating Income				263.5				18.5				(22.4	)			259.6				660.3				(596.0	)			323.9
Other Income (Expense), Net				22.4				2.7				(12.3	)(O)			12.8				(169.8	)			(3.6	)(A)			(153.7	)
																								6.9	(G)
Income from Continuing Operations Before Provision for Income Taxes				285.9				21.2				(34.7	)			272.4				490.5				(592.7	)			170.2
(Provision for) Benefit from Income Taxes				(87.6	)			(5.3	)			7.3	(P)			(85.6	)			(116.3	)			207.4	(L)			5.5
Income from Continuing Operations			$	198.3			$	15.9			$	(27.4	)		$	186.8			$	374.2			$	(385.3	)		$	175.7
Earnings per Share from Continuing Operations:
	Basic		$	1.23											$	1.16			$	3.08							$	0.43
	Diluted		$	1.21											$	1.14			$	2.93							$	0.42
Weighted Average Shares:
	Basic			161.6												161.6				121.5				121.5	(M)			404.6
	Diluted			165.3												165.3				127.5				127.5	(M)			420.3

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1.	Basis of Presentation

2.	Purchase Price

							(In millions)
Estimated number of Fisher shares to be acquired (in thousands)(a)				125,911
Exchange ratio				2.00
Number of shares of Thermo to be issued to the holders of Fisher stock (in thousands)				251,822
Multiplied by the assumed price per share of Thermo common stock(b)			$	38.93			$	9,803.4
Estimated fair value of outstanding Fisher stock options to be exchanged for Thermo stock options								373.4
Estimated transaction costs								112.3
	Estimated purchase price						$	10,289.1

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Purchase Price Allocation
			(In millions)
Book value of net assets acquired			$	4,475.1
Less: write-off of existing deferred financing costs, goodwill and intangible assets, including related deferred taxes				(4,785.6	)
Adjusted book value of assets acquired				(310.5	)
Remaining allocation:
Increase inventory to fair value				208.4
Increase pension obligation to fair value				(104.3	)
Adjust debt to fair value				(309.1	)
Identifiable intangible assets at fair value				4,862.1
Deferred taxes				(1,629.9	)
Goodwill				7,572.4
	Estimated purchase price		$	10,289.1

(a)		Includes 124.0 million shares outstanding, 1.4 million shares assumed issued to satisfy outstanding warrants (calculated using the treasury stock method) and 0.5 million shares to satisfy restricted stock units.
(b)		Represents the average Thermo closing stock price beginning 2 days before and ending 2 days after May 8, 2006, the date of the public announcement of the merger agreement.

3.	Pro Forma Adjustments

	(A) To record the cash paid for the merger transaction costs and to record the related estimated decrease in interest income earned.
	(B) To adjust Fisher’s inventory to fair value. The cost of sales impact of the write-up of inventory to fair value has been excluded from the pro forma condensed combined statement of income as it is a non-recurring item.
	(C) To eliminate Fisher’s existing goodwill, intangible assets, related deferred tax liability and amortization of the intangible assets.
	(D) To record goodwill and $4.9 billion of acquired intangible assets ($3.8 billion with definite lives and $1.1 billion with indefinite lives), and amortization of definite-lived intangible assets over a weighted average life of 6 years.
	(E) To record deferred taxes related to identified intangible assets and fair value adjustments, where required, at 35%, the estimated weighted average statutory tax rate.
	(F) To adjust Fisher’s pension and other post-retirement obligations and any associated assets to fair value.
	(G) To adjust Fisher’s long-term debt to fair value, write-off Fisher’s deferred financing costs and record the related adjustment to interest expense, and to increase stockholders’ equity for the fair value attributable to the beneficial conversion features of Fisher’s convertible debt.
	(H) To remove the historical equity accounts of Fisher.
	(I) To record the issuance of Thermo common stock and to record the fair value of Fisher’s stock options.

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	(J) To eliminate revenues, cost of revenues and the associated accounts receivable and payable for sales between Thermo and Fisher.
	(K) To record stock option compensation expense based on the intrinsic value of Fisher’s non-vested stock options.
	(L) To record a tax benefit on pro forma adjustments to income related to the merger, at 35%, the estimated weighted average statutory tax rate.
	(M) To reflect the exchange ratio of 2 shares of Thermo for each share of Fisher.
	(N) To reflect the amortization of the Kendro acquisition-related intangible assets for the period from January 1, 2005 to May 8, 2005.
	(O) To reflect additional interest expense for the period from January 1, 2005 to May 8, 2005 related to the debt issued in connection with the acquisition of Kendro.
	(P) To record a tax benefit on pro forma adjustments to income related to the Kendro acquisition.

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	•	consider and vote on a proposal to approve the issuance of Thermo common stock in connection with the merger;
	•	consider and vote on a proposal to amend the Amended and Restated Certificate of Incorporation of Thermo, effective upon the completion of the merger, to increase the authorized number of shares of Thermo common stock from 350,000,000 to 1.2 billion and to change the name of Thermo Electron Corporation upon the completion of the merger to Thermo Fisher Scientific Inc.;
	•	vote upon an adjournment of the Thermo special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for each of the foregoing proposals; and
	•	transact any other business that may properly be brought before the Thermo special meeting or any adjournments or postponements thereof.

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	•	The issuance of Thermo common stock to Fisher stockholders, approval of which is necessary to complete the merger, requires approval by an affirmative vote of holders of a majority of the Thermo common stock present or represented and entitled to vote on the proposal.
	•	The Thermo charter amendment proposal, approval of which is necessary to complete the merger, requires the affirmative vote of holders of a majority of the outstanding shares of Thermo common stock as of the record date.
	•	Approval of the proposal to adjourn the Thermo special meeting, if necessary, for the purpose of soliciting additional proxies requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

	•	it will have the same effect as a vote against the Thermo charter amendment proposal, which is necessary to complete the merger; and
	•	it will have no effect on the proposal to approve the issuance of shares of Thermo common stock in the merger, assuming a quorum is present.

	•	your broker may not vote your shares on the Thermo charter amendment proposal, which will have the same effect as a vote against the Thermo charter amendment proposal; and

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	•	your broker may not vote your shares on the proposal to approve the issuance of shares of Thermo common stock in the merger, which will have no effect on the vote on this proposal, assuming a quorum is present.

	•	you can send a signed notice of revocation;
	•	you can grant a new, valid proxy bearing a later date; or
	•	if you are a holder of record, you can attend the Thermo special meeting and vote in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

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	•	consider and vote on a proposal to approve and adopt the merger agreement;
	•	vote upon an adjournment of the Fisher special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the foregoing proposal; and
	•	transact any other business that may properly be brought before the Fisher special meeting or any adjournments or postponements thereof.

	•	Approval and adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Fisher common stock entitled to vote on the proposal.
	•	Approval of the proposal to adjourn the Fisher special meeting, if necessary, for the purpose of soliciting additional proxies requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

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	•	your broker may not vote your shares, which will have the same effect as a vote against the proposal to approve and adopt the merger agreement.

	•	you can send a signed notice of revocation;
	•	you can grant a new, valid proxy bearing a later date; or
	•	if you are a holder of record, you can attend the Fisher special meeting and vote in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

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	•	May 5, 2006, the last trading day before the public announcement of the signing of the merger agreement; and
	•	July 24, 2006, the latest practicable date before the date of this document.

		Thermo				Fisher				Equivalent Per
Date		Closing Price				Closing Price				Share Value
May 5, 2006		$	39.45			$	73.73			$	78.90
July 24, 2006		$	35.22			$	70.51			$	70.44

										Dividend
		High				Low				Declared
2004
First Quarter		$	29.33			$	25.03			$	0.00
Second Quarter		$	31.00			$	27.81			$	0.00
Third Quarter		$	29.45			$	24.21			$	0.00
Fourth Quarter		$	30.88			$	26.20			$	0.00
2005
First Quarter		$	29.99			$	24.89			$	0.00
Second Quarter		$	27.20			$	24.24			$	0.00
Third Quarter		$	30.90			$	26.70			$	0.00
Fourth Quarter		$	31.78			$	29.53			$	0.00
2006
First Quarter		$	37.12			$	30.28			$	0.00
Second Quarter		$	39.45			$	34.00			$	0.00
Third Quarter (through July 24, 2006)		$	36.53			$	34.59			$	0.00

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										Dividend
		High				Low				Declared
2004
First Quarter		$	56.20			$	39.76			$	0.00
Second Quarter		$	60.10			$	54.15			$	0.00
Third Quarter		$	59.61			$	53.26			$	0.00
Fourth Quarter		$	62.60			$	53.49			$	0.00
2005
First Quarter		$	64.75			$	56.92			$	0.00
Second Quarter		$	64.90			$	55.88			$	0.00
Third Quarter		$	67.12			$	61.20			$	0.00
Fourth Quarter		$	65.50			$	54.27			$	0.00
2006
First Quarter		$	70.20			$	62.20			$	0.00
Second Quarter		$	77.87			$	66.49			$	0.00
Third Quarter (through July 24, 2006)		$	73.68			$	69.32			$	0.00

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
Corporate Governance		The rights of Fisher stockholders are currently governed by Delaware law and Fisher’s certificate of incorporation and bylaws. Upon completion of the merger, the rights of Fisher stockholders will continue to be governed by Delaware law but will be governed by Thermo’s certificate of incorporation and bylaws.		Upon completion of the merger, the rights of Thermo stockholders will be governed by Delaware law and Thermo’s certificate of incorporation and bylaws.
Outstanding Capital Stock		Fisher has outstanding only one class of common stock. Holders of Fisher common stock are entitled to all of the rights and obligations provided to common stockholders under Delaware law and Fisher’s certificate of incorporation and bylaws.		Thermo has outstanding only one class of common stock. Holders of Thermo common stock are entitled to all of the rights and obligations provided to common stockholders under Delaware law and Thermo’s certificate of incorporation and bylaws.
Authorized Capital Stock		The authorized capital stock of Fisher consists of 500,000,000 shares of common stock, $0.01 par value per share, and 15,000,000 shares of preferred stock, $0.01 par value per share. No shares of preferred stock are outstanding.		Thermo currently has authorized 350,000,000 shares of common stock, $1.00 par value per share. Following the merger, the authorized capital stock of Thermo will consist of 1.2 billion shares of common stock, $1.00 par value per share. The number of authorized preferred shares will remain unchanged at 50,000 shares of preferred stock, $100 par value per share. 40,000 shares of preferred stock are designated as Series B Junior Participating Preferred stock, $100 par value per share.
Special Meetings of Stockholders		Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized		Thermo’s bylaws provide that a special meeting of stockholders may be called only by the board of directors, the Chairman of the

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		to do so in the certificate of incorporation or bylaws. Fisher’s certificate of incorporation provides that, subject to the rights of preferred stockholders, a special meeting of stockholders may be called only by the board of directors or by Fisher’s Chief Executive Officer.		board of directors, or the Chief Executive Officer.
Stockholder Action by Written Consent		As permitted under the DGCL, Fisher’s certificate of incorporation prohibits action by the written consent of Fisher stockholders. Any stockholder action must be taken at a duly called annual or special meeting of the stockholders.		Thermo’s bylaws provide that any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, is signed by the minimum number of votes required for the action. If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting must be given to those stockholders who have not consented in writing.
Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors		Fisher’s bylaws allow stockholders to propose business to be brought before an annual meeting. In addition, Fisher’s bylaws allow stockholders who are entitled to vote in the election of directors to nominate candidates for election to the Fisher board of directors. However, such proposals with respect to an annual meeting and such nominations may only be brought by a stockholder who has given timely notice in proper written form to Fisher’s Secretary prior to the meeting. To be timely, the notice must be delivered to or mailed and received at Fisher’s principal executive offices not less than 30 days nor more than 60 days prior to the meeting, unless less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to		Thermo’s bylaws allow stockholders to propose business to be brought before an annual meeting. In addition, Thermo’s bylaws allow stockholders who are entitled to vote in the election of directors to nominate candidates for election to the Thermo board of directors at an annual meeting. However, proposals and nominations may only be brought before an annual meeting by a stockholder who has given timely notice in proper written form to Thermo’s Secretary prior to the meeting. To be timely, the notice must be delivered to or mailed and received at Thermo’s principal executive offices not less than 60 days nor more than 75 days prior to the first anniversary of the date on which Thermo first mailed its proxy materials for the

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		Fisher stockholders, in which case the notice, to be timely, must be received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or publicly disclosed. To be in proper written form, notice of a stockholder proposal must provide: • A brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; • The name and address, as they appear in Fisher’s books, of the stockholder proposing such business; • The class and number of shares of Fisher stock which are beneficially owned by the stockholder; and • Any material interest of the stockholder in such business. To be in proper written form, notice of a stockholder nomination must provide: • All information relating to the person to be nominated that is required to be disclosed in solicitations of proxies for the election of directors pursuant to the proxy rules of the SEC, including such person’s written consent to being named as a nominee and to serving as a director if elected; • The name and address, as they appear on Fisher’s books, of the stockholder making the nomination; and • The class and number of shares of Fisher which are beneficially owned by such stockholder.		preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		Fisher’s Secretary must appoint inspectors to determine whether a stockholder making a nomination has complied with these procedural requirements. The inspectors may determine, and direct the chairman of the meeting to declare, that the nomination has not been properly brought or made and disregard it. The chairman of an annual meeting may, in the case of a stockholder proposal, determine that the proposal has not been properly brought or made and disregard it.
Number of Directors		The DGCL provides that the board of directors of a Delaware corporation must consist of one or more directors as fixed by the corporation’s certificate of incorporation or bylaws. Fisher’s bylaws provide that Fisher’s board of directors may consist of no less than three and no more than 15 directors, the exact number of authorized directors to be determined from time to time by the vote of a majority of the then authorized number of directors or by the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock of Fisher entitled to vote in the election of directors, voting together as a single class. The minimum and maximum number of directors may be increased pursuant to a resolution of the board of directors upon the establishment of a series of preferred stock or a class of common stock.		Following the merger, Thermo’s bylaws will provide that the board of directors, for a period of three years following the merger, will consist of eight directors, five directors selected by Thermo and three directors selected by Fisher. After the three year period following the merger, the number of directors may be increased at any time by resolution of the board of directors. The board of directors may be decreased from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of death, resignation, removal or expiration of the term of one or more directors.
Classification of Board of Directors		The DGCL permits a Delaware corporation to provide in its certificate of incorporation or bylaws for the board of directors to be divided into up to three classes of directors with staggered terms of office, with only one class of directors to be elected each year for a maximum term of three years.		Thermo’s bylaws provide that the board of directors is divided into three separate classes, as nearly equal in number as possible, with staggered three-year terms. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a three-year term.

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		Fisher’s certificate of incorporation divides the board of directors into three separate classes, as nearly equal in number as possible, with staggered three-year terms. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a three-year term.
Removal of Directors		Under the DGCL, stockholders holding a majority of shares entitled to vote at an election of directors may remove any director or the entire board of directors, except that, unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, stockholders may only remove a director for cause. Fisher’s certificate of incorporation and bylaws provide that a director may be removed from office by stockholders only for cause by the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock of Fisher entitled to vote in the election of directors, voting together as a single class.		Thermo is governed by the default DGCL provisions with respect to removal of directors, which means that Thermo’s directors can only be removed for cause.
Filling Director Vacancies		Under the DGCL, unless a corporation’s certificate of incorporation and bylaws provide otherwise, vacancies and newly created directorships resulting from a resignation, an increase in the authorized number of directors or otherwise may be filled by a vote of a majority of the directors remaining in office, even if such majority is less than a quorum, or by the sole remaining director. Fisher’s certificate of incorporation and bylaws do not provide otherwise. In addition, they specify that any director elected in accordance with the above shall hold office until the annual meeting of stockholders at		For three years following the merger, if there is a vacancy created by the cessation of service by a continuing Thermo director, a majority of the remaining continuing Thermo directors will propose a nominee to fill the vacant position. Similarly, if there is a vacancy created by the cessation of service by a continuing Fisher director, a majority of the remaining continuing Fisher directors will propose a nominee to fill the vacant position. After the three year period following the merger, Thermo’s bylaws will provide that any vacancy in the board of directors, however occurring, or any newly

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		which the term of office of the class to which such director has been elected expires, and until such director’s successor shall have been duly elected and qualified.		created directorship resulting from an enlargement in the size of the board, will be filled only by vote of a majority of the directors then in office, even if less than a quorum, or by the sole remaining director and not by the stockholders. A director elected to fill a vacancy will be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a newly created directorship will hold office until the next election for the class which such director is chosen, subject in each case to the election and qualification of the director’s successor and to the director’s earlier death, resignation or removal.
Indemnification of Directors and Officers		Under the DGCL, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorney’s fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation. The DGCL generally permits a Delaware corporation to indemnify directors and officers against expenses, judgments, fines and amounts paid in settlement of any action or suit for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action, which they had no reasonable cause to believe was unlawful. Fisher’s certificate of incorporation provides that each person who was or is made a party or is threatened to be made		Thermo’s certificate of incorporation provides that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Thermo is indemnified and held harmless by Thermo to the fullest extent authorized by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such proceeding. Thermo is governed by the same provisions of the DGCL, permitting Thermo to purchase director’s and officer’s insurance to protect itself and any director, officer, employee or agent of Thermo.

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Fisher will be indemnified and held harmless by Fisher to the fullest extent authorized by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with such proceeding. In addition, Fisher may provide indemnification to employees and agents of Fisher to the same extent. The DGCL and Fisher’s certificate of incorporation permit Fisher to purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of Fisher or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not Fisher would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Amendments to Certificate or Articles of Incorporation		Under the DGCL, Fisher’s certificate of incorporation may be amended only if the proposed amendment is approved by the board of directors and the holders of a majority of the outstanding stock entitled to vote. In addition, Fisher’s certificate of incorporation requires the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock of Fisher entitled to vote in the election of directors, voting together as a single class, in order to approve amendments to Fisher’s certificate of incorporation relating to:		Thermo’s certificate of incorporation reserves the right to amend, alter, change or repeal any provision contained in the certificate of incorporation in the manner prescribed by the DGCL.

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
		• The authority to amend or repeal certain provisions of Fisher’s bylaws; • The prohibition on stockholder voting by written consent; • Calling special meetings of stockholders; • The structure and composition of the board of directors; • Filling vacancies on the board of directors; or • The removal of directors.
Amendments to Bylaws		Fisher’s certificate of incorporation and bylaws provide that Fisher’s bylaws may be amended, supplemented or repealed, or new bylaws may be adopted, by the board of directors or by the stockholders. In addition, stockholders may change or repeal any bylaw adopted by the board of directors, and no amendment or supplement to the bylaws adopted by the board of directors shall vary or conflict with any amendment or supplement adopted by the stockholders. Certain bylaws shall not be amended or repealed, and no provision inconsistent with them shall be adopted, without the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock of Fisher entitled to vote in the election of directors, voting together as a single class. These bylaws relate to: • Calling special meetings of stockholders; • The structure and composition of the board of directors; and • The removal of directors.		Thermo’s bylaws provide that Thermo’s bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by the board of directors or by the stockholders. The stockholders have the power to amend, alter, and repeal any provision of the bylaws by an affirmative vote of the holders of a majority of the shares of capital stock entitled to vote, voting together as a single class. Certain bylaws cannot be altered, amended or repealed, or made new, by the stockholders, in a manner inconsistent with the existing bylaws, without the affirmative vote of the holders of at least 662/3% of the voting power of the outstanding shares of capital stock of Thermo entitled to vote, voting together as a single class. These bylaws relate to: • the board of directors; and • amendments to the bylaws. Following the merger and until the third anniversary of the closing, any amendment or change to the five Thermo to three Fisher director ratio and the vacancy provisions described above, will require the affirmative vote of 75% of the full board of

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
				directors of the combined company.
Business Combination Statute		Section 203 of the DGCL prohibits a Delaware corporation from engaging in a “business combination” with a person owning 15% or more of the corporation’s voting stock for three years following the time that person becomes a 15% stockholder, with certain exceptions. As permitted under Delaware law, Fisher has expressly elected not to be governed by Section 203 in its certificate of incorporation.		Thermo has not opted out of Section 203 and is therefore governed by the default terms of this provision of the DGCL.
Stockholder Rights Plan		Fisher does not have a stockholder rights plan.		Thermo’s rights plan entitles the registered holder to a “right” to purchase from the Thermo a unit consisting of one one-hundred-thousandth of a share of Series B Junior Participating Preferred Stock, par value $100 per share, at a purchase price of $200 in cash per unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of September 15, 2005 between Thermo and American Stock Transfer & Trust Company, as rights agent. Under the agreement, if any person commences a tender or exchange offer, the consummation of which would result in such person becoming the beneficial owner of 15% or more of the outstanding shares of Thermo common stock, or thereafter Thermo is involved in a merger or other business combination in which 50% or more of Thermo’s assets or earning power is sold, each right entitles its holder to receive, upon exercise, Thermo common stock (or, in the case of a merger or other business combination, stock of the acquiring company) having a value equal to two times the exercise price of the right.

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
				Upon exercise, each share of preferred stock will be entitled to a minimum preferential quarterly dividend payment of $100 per share and will be entitled to an aggregate dividend of 100,000 times the dividend declared per share of common stock. In the event of liquidation, the holders of the preferred stock will be entitled to a minimum preferential liquidating payment of $100 per share and will be entitled to an aggregate payment of 100,000 times the payment made per share of common stock. Each share of preferred stock will have 100,000 votes, voting together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which common stock is changed or exchanged, each share of preferred stock will be entitled to receive 100,000 times the amount received per share of common stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the preferred stock’s dividend, liquidation and voting rights, the value of one one-hundred- thousandth of a share of preferred stock purchasable upon exercise of each right should approximate the value of one share of common stock. The rights have certain anti- takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire Thermo without conditioning the offer on a substantial number of rights being acquired. The rights, however, should not affect any prospective offeror willing to make a permitted offer. The rights should not interfere with any merger or other business combination approved by the board of directors of

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		Rights of Fisher Stockholders		Rights of Thermo Stockholders
				Thermo since the board of directors may, at its option, redeem all but not less than all of the then outstanding rights for a nominal redemption price ($0.01 per right). The rights agreement contains a so-called “TIDE” provision, which requires that a stockholder rights plan committee of the board of directors of Thermo shall review (not less than once every three years) whether maintaining the rights agreement continues to be in the best interest of the stockholders. On May 7, 2006, Thermo amended its rights agreement to exempt the merger and the other transactions contemplated by the merger agreement from the effect of the rights agreement. The rights will expire at the close of business on September 29, 2015, unless earlier redeemed or exchanged by Thermo.

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	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
	•	Proxy Statement dated April 11, 2006.
	•	Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2006.
	•	Current Report on Form 8-K filed on May 12, 2005, as amended on July 22, 2005, regarding combined financial statements of Kendro Laboratory Products.
	•	Current Reports on Form 8-K, dated February 2, 2006, March 1, 2006, April 26, 2006, April 28, 2006, May 8, 2006, May 11, 2006, and May 19, 2006 (other than the portions of those documents not deemed to be filed).
	•	The description of Thermo’s common stock contained in Thermo’s Form 8-A filed on September 9, 1999 and any amendment or report filed with the SEC for the purpose of updating such description.
	•	The description of Thermo’s preferred stock contained in Thermo’s Form 8-A filed on September 16, 2005, as amended in Form 8-A/A filed on May 12, 2006, and any other amendment or report filed with the SEC for the purpose of updating such description.

	Thermo Electron Corporation
	81 Wyman Street
	Waltham, Massachusetts 02451
	Attention: Investor Relations
	Telephone: (781) 622-1000

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	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
	•	Proxy Statement dated April 6, 2006.
	•	Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006.
	•	Current Reports on Form 8-K, dated January 10, 2006, February 7, 2006, February 9, 2006, March 1, 2006, March 8, 2006, March 15, 2006, May 1, 2006, May 8, 2006, May 10, 2006, and May 11, 2006 (other than the portions of those documents not deemed to be filed).

	Fisher Scientific International Inc.
	One Liberty Lane
	Hampton, New Hampshire 03842
	Attention: Investor Relations
	Telephone: (603) 926-5911

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				Page
ARTICLE I THE MERGER
Section 1.1.		The Merger			A-1
Section 1.2.		Closing			A-1
Section 1.3.		Effective Time			A-2
Section 1.4.		Effects of the Merger			A-2
Section 1.5.		Organizational Documents of the Surviving Corporation			A-2
Section 1.6.		Directors and Officers of the Surviving Corporation			A-2
Section 1.7.		Governance			A-2
Section 1.8.		Directors of Thermo Electron at the Effective Time			A-3
ARTICLE II EFFECTS OF THE MERGER; EXCHANGE OF CERTIFICATES
Section 2.1.		Effect on Capital Stock			A-3
Section 2.2.		Exchange of Shares and Certificates			A-4
ARTICLE III REPRESENTATIONS AND WARRANTIES
Section 3.1.		Representations and Warranties of Fisher			A-6
Section 3.2.		Representations and Warranties of Thermo Electron and Merger Sub			A-22
ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS
Section 4.1.		Conduct of Business			A-39
Section 4.2.		No Solicitation			A-42
ARTICLE V ADDITIONAL AGREEMENTS
Section 5.1.		Preparation of SEC Documents; Stockholders’ Meetings			A-43
Section 5.2.		Accountant’s Letters			A-45
Section 5.3.		Access to Information; Confidentiality			A-45
Section 5.4.		Reasonable Best Efforts			A-45
Section 5.5.		Indemnification and Insurance			A-47
Section 5.6.		Fees and Expenses			A-47
Section 5.7.		Public Announcements			A-48
Section 5.8.		Listing			A-48
Section 5.9.		Tax-Free Reorganization Treatment			A-48
Section 5.10.		Conveyance Taxes			A-48
Section 5.11.		Equity Awards and Employee Benefits			A-48
Section 5.12.		Honoring of Collective Bargaining Agreements; Represented Employees			A-51
Section 5.13.		Affiliates			A-51
Section 5.14.		Notification of Certain Matters			A-51
Section 5.15.		Section 16 Matters			A-52
Section 5.16.		State Takeover Laws			A-52
Section 5.17.		Reservation of Thermo Electron Common Stock			A-52

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				Page
ARTICLE VI CONDITIONS PRECEDENT
Section 6.1.		Conditions to Each Party’s Obligation to Effect the Merger			A-52
Section 6.2.		Conditions to Obligations of Fisher			A-53
Section 6.3.		Conditions to Obligations of Thermo Electron and Merger Sub			A-53
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER
Section 7.1.		Termination			A-54
Section 7.2.		Effect of Termination and Payment			A-55
Section 7.3.		Amendment			A-56
Section 7.4.		Extension; Waiver			A-56
ARTICLE VIII GENERAL PROVISIONS
Section 8.1.		Nonsurvival of Representations and Warranties			A-56
Section 8.2.		Notices			A-57
Section 8.3.		Definitions			A-57
Section 8.4.		Terms Defined Elsewhere			A-59
Section 8.5.		Interpretation			A-62
Section 8.6.		Counterparts			A-62
Section 8.7.		Entire Agreement; No Third-Party Beneficiaries			A-62
Section 8.8.		Governing Law			A-62
Section 8.9.		Assignment			A-62
Section 8.10.		Consent to Jurisdiction			A-62
Section 8.11.		Headings, etc			A-63
Section 8.12.		Severability			A-63
Section 8.13.		Failure or Indulgence Not Waiver; Remedies Cumulative			A-63
Section 8.14.		Waiver of Jury Trial			A-63
Section 8.15.		Specific Performance			A-63
Exhibit 1.7(a)		Amendment to By-Laws of Thermo Electron
Exhibit 1.8		Members of the Board of Directors of Thermo Electron and its Committees
Exhibit 5.13		Form of Affiliate Letter Agreement

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	(A) the filing of a pre-merger notification and report form by Fisher under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), all required notifications and filings under Council Regulation (EC) 139/2004 of the European Community, as amended (the “ECMR”) and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction;
	(B) the filing with the Securities and Exchange Commission (the “SEC”) of:

	(1) a proxy statement relating to the Fisher Stockholders’ Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the proxy statement relating to the Thermo Electron Stockholders’ Meeting (as defined in Section 5.1(b), in each case as amended or supplemented from time to time, the “Joint Proxy Statement”);
	(2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby;

	(C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NYSE and the relevant authorities of other states in which Fisher is qualified to do business and such filings as may be necessary in accordance with state securities or other “blue sky” laws;
	(D) the Fisher Stockholder Approval;
	(E) the consents, approvals, orders or authorizations set forth in Section 3.1(c)(v)(E) of the Fisher Disclosure Schedule; and
	(F) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole.

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	(A) Fisher and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice;
	(B) there has not been any split, combination or reclassification of any of Fisher’s capital stock or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, in lieu of or in substitution for, shares of Fisher’s capital stock;
	(C) except as required by a change in GAAP, there has not been any change in accounting methods, principles or practices by Fisher; and
	(D) there has not been any action taken by Fisher or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a), other than actions in connection with entering into this Agreement.

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	(A) Any employment, severance or consulting Contract or offer letter with an employee or former employee, officer or director of Fisher or any Subsidiary of Fisher (other than any unwritten Contract for the employment of any such employee or former employee implied at law) which will require the payment of amounts by Fisher or any Subsidiary of Fisher, as applicable, after the date hereof in excess of $750,000 per annum;
	(B) Any collective bargaining Contract, or any other agreement or work rule or practice with any labor union, labor organization or works council;
	(C) Any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $10,000,000;
	(D) Any Contract containing covenants of Fisher or any Subsidiary of Fisher (1) to indemnify or hold harmless another Person or group of Persons, unless such indemnification or hold harmless obligation to such Person, or group of Persons, as the case may be, would not reasonably be expected to exceed a maximum of $5,000,000 (except for product warranty obligations in Contracts for the sale of

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	goods in the ordinary course of business) or (2) not to (or otherwise restrict or limit the ability of Fisher or any of its Subsidiaries to) compete in any line of business or geographic area;
	(E) Any Contract requiring aggregate future payments or expenditures in excess of $5,000,000 and relating to cleanup, abatement, remediation or similar actions in connection with environmental liabilities;
	(F) Any license, royalty Contract or other Contract with respect to Intellectual Property which, pursuant to the terms thereof, requires payments by Fisher or any Subsidiary of Fisher in excess of $3,000,000 per annum;
	(G) Any Contract pursuant to which Fisher or any Subsidiary of Fisher has entered into a partnership or joint venture with any other Person (other than Fisher or any Subsidiary of Fisher) for which the carrying value exceeds $5,000,000;
	(H) Any indenture, mortgage, loan, guarantee or credit Contract under which Fisher or any Subsidiary of Fisher has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise or any guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of $10,000,000, other than any such indebtedness between Fisher (whether as creditor or debtor) and any wholly owned Subsidiary of Fisher or between any wholly owned Subsidiaries of Fisher;
	(I) Any Contract under which Fisher or any Subsidiary of Fisher is (1) a lessee of real property, (2) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, (3) a lessor of real property, or (4) a lessor of any tangible personal property owned by Fisher or any Subsidiary of Fisher, in each case which requires annual payments in excess of $3,000,000;
	(J) Any Contract (other than purchase or sale orders in the ordinary course of business that are terminable or cancelable by Fisher without penalty on 90 days’ notice or less) under which Fisher or any Subsidiary of Fisher is a purchaser or supplier of goods and services which, pursuant to the terms thereof, requires payments by or to Fisher or any Subsidiary of Fisher in excess of $10,000,000 per annum;
	(K) Any material Contract (including guarantees) between Fisher or any wholly-owned Subsidiary of Fisher and another Subsidiary of Fisher that is not wholly-owned by Fisher;
	(L) Any Contract other than a Fisher Benefit Plan which requires payments by Fisher or any Subsidiary of Fisher in excess of (i) $3,000,000 per annum containing “change of control” or similar provisions, or (ii) $1,000,000, to the Knowledge of Fisher, containing “change of control” or similar provisions;
	(M) Any Contract entered into on or after January 1, 2003 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise), in an amount in excess of $100,000,000 (all of which Contracts have been made available to Thermo Electron prior to the date hereof);
	(N) Any Contract (other than Contracts of the type described in subclauses (A) through (M) above) that involves aggregate payments by or to Fisher or any Subsidiary of Fisher in excess of $25,000,000 per annum; and
	(O) Any Contract the termination or breach of which, or the failure to obtain consent in respect of which, would reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole.

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	(A) the filing of a pre-merger notification and report form by Thermo Electron and Merger Sub under the HSR Act, all required notifications and filings under the ECMR and any other applicable filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction;
	(B) the filing with the SEC of:

	(1) the Form S-4 (including the Joint Proxy Statement);
	(2) such reports and filings under Section 13(a), 13(d), 14(a), 15(d) or 16(a) of the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby;

	(C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the NYSE and the relevant authorities of other states in which Thermo Electron or Merger Sub are qualified to do business and such filings as may be necessary in accordance with state securities or other “blue sky” laws;
	(D) the Thermo Electron Stockholder Approval;
	(E) the consents, approvals, orders or authorizations set forth in Section 3.2(c)(v)(E) of the Thermo Electron Disclosure Schedule;
	(F) other such consents, approvals, orders or authorizations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole, or Merger Sub; and
	(G) the filing of the Charter Amendment with the Secretary of State of the State of Delaware.

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	(A) Thermo Electron and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice;
	(B) there has not been any split, combination or reclassification of any of Thermo Electron’s capital stock or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, in lieu of or in substitution for, shares of Thermo Electron’s capital stock;
	(C) except as required by a change in GAAP, there has not been any change in accounting methods, principles or practices by Thermo Electron; and
	(D) there has not been any action taken by Thermo Electron or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a), other than actions in connection with entering into this Agreement.

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	(A) neither Thermo Electron nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement, work rules or practices with a labor union, labor organization or works council, which, in the case of any non-U.S. agreement, work rules or practices with a labor union, labor organization or works council are material to Thermo Electron and its Subsidiaries, taken as a whole, nor are any such agreements, work rules or practices presently being negotiated;
	(B) no employee of Thermo Electron or any of its Subsidiaries is represented by any labor union, labor organization or works council in his or her capacity as an employee of Thermo Electron or any of its Subsidiaries;
	(C) no labor union, labor organization or works council or group of employees of Thermo Electron or any of its Subsidiaries has made a pending demand for recognition or certification to Thermo Electron or any of its Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of Thermo Electron, threatened to be brought or filed with the NLRB or any other comparable foreign, state or local labor relations tribunal or authority; and
	(D) to the Knowledge of Thermo Electron, no labor union, labor organization or works council is seeking to organize or represent any employees of Thermo Electron or any of its Subsidiaries.

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	(iii) The most recent financial statements contained in the Thermo Electron SEC Documents reflect an adequate (A) reserve in accordance with GAAP for all Tax liabilities of Thermo Electron and its Subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements and (B) valuation allowance in accordance with GAAP for all deferred tax assets of Thermo Electron and its Subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements.
	(iv) There is no audit, examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes or Tax Return of Thermo Electron or any of its Subsidiaries. Neither Thermo Electron nor any of its Subsidiaries has received written notice of any claim made by a Governmental Entity in a jurisdiction where Thermo Electron or any of its Subsidiaries, as applicable, does not file a Tax Return, that Thermo Electron or such Subsidiary is or may be subject to taxation by that jurisdiction.
	(v) The Tax Returns of Thermo Electron and each of its Subsidiaries, including any predecessors thereof, have been examined by the applicable Tax Authority (or the applicable statutes of limitations for the assessment of income Taxes for such periods have expired) for all periods through and including December 31, 2000, and no deficiencies were asserted as a result of such examinations which have not been resolved and fully paid or accrued as a liability on the most recent financial statements contained in the Thermo Electron SEC Documents.
	(vi) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against Thermo Electron or any of its Subsidiaries, and no power of attorney granted by either Thermo Electron or any of its Subsidiaries with respect to any Taxes is currently in force.
	(vii) Neither Thermo Electron nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification or sharing of Taxes (other than any agreements solely between or among Thermo Electron and its Subsidiaries), and neither Thermo Electron nor any of its Subsidiaries (A) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated income Tax Return (other than a group the common parent of which is Thermo Electron) or (B) has any liability for the Taxes of any Person (other than Thermo Electron or any of its Subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.
	(viii) Neither Thermo Electron nor any of its Subsidiaries has (A) agreed to make nor is it required to make any material adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; or (B) constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (1) in the two years prior to the date of this Agreement or (2) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in connection with the Merger.
	(ix) Thermo Electron is not, and has not been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
	(x) No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to Thermo Electron or any of its Subsidiaries within five years of the date of this Agreement, and no such agreement or ruling has been applied for and is currently pending.

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(A) Any employment, severance, or Consulting Contract or offer letter with an employee or former employee, officer or director of Thermo Electron or any Subsidiary of Thermo Electron (other than any unwritten Contract for the employment of any such employee or former employee implied at law) which will require the payment of amounts by Thermo Electron or any Subsidiary of Thermo Electron, as applicable, after the date hereof in excess of $750,000 per annum;

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	(B) Any collective bargaining Contract, or any other agreement or work rule or practice with any labor union, labor organization or works council;
	(C) Any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $6,750,000;
	(D) Any Contract containing covenants of Thermo Electron or any Subsidiary of Thermo Electron (1) to indemnify or hold harmless another Person or group of Persons, unless such indemnification or hold harmless obligation to such Person, or group of Persons, as the case may be, would not reasonably be expected to exceed a maximum of $3,500,000 (except for product warranty obligations in Contracts for the sale of goods in the ordinary course of business) or (2) not to compete (or otherwise restrict or limit the ability of Thermo Electron or any of its Subsidiaries to) in any line of business or geographic area;
	(E) Any Contract requiring aggregate future payments or expenditures in excess of $3,500,000 and relating to cleanup, abatement, remediation or similar actions in connection with environmental liabilities;
	(F) Any license, royalty Contract or other Contract with respect to Intellectual Property which, pursuant to the terms thereof, requires payments by Thermo Electron or any Subsidiary of Thermo Electron in excess of $2,000,000 per annum;
	(G) Any Contract pursuant to which Thermo Electron or any Subsidiary of Thermo Electron has entered into a partnership or joint venture with any other Person (other than Thermo Electron or any Subsidiary of Thermo Electron) for which the carrying value exceeds $5,000,000;
	(H) Any indenture, mortgage, loan, guarantee or credit Contract under which Thermo Electron or any Subsidiary of Thermo Electron has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise or any guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of $6,750,000, other than any such indebtedness between Thermo Electron (whether as creditor or debtor) and any wholly owned Subsidiary of Thermo Electron or between any wholly owned Subsidiaries of Thermo Electron;
	(I) Any Contract under which Thermo Electron or any Subsidiary of Thermo Electron is (1) a lessee of real property, (2) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, (3) a lessor of real property, or (4) a lessor of any tangible personal property owned by Thermo Electron or any Subsidiary of Thermo Electron, in each case which requires annual payments in excess of $2,000,000;
	(J) Any Contract (other than purchase or sale orders in the ordinary course of business that are terminable or cancelable by Thermo Electron without penalty on 90 days’ notice or less) under which Thermo Electron or any Subsidiary of Thermo Electron is a purchaser or supplier of goods and services which, pursuant to the terms thereof, requires payments by or to Thermo Electron or any Subsidiary of Thermo Electron in excess of $6,750,000 per annum;
	(K) Any material Contract (including guarantees) between Thermo Electron or any wholly-owned Subsidiary of Thermo Electron and another Subsidiary of Thermo Electron that is not wholly-owned by Thermo Electron;
	(L) Any Contract other than a Thermo Electron Benefit Plan which requires payments by Thermo Electron or any Subsidiary of Thermo Electron in excess of (i) $3,000,000 per annum containing “change of control” or similar provisions, or (ii) $1,000,000, to the Knowledge of Thermo Electron, containing “change of control” or similar provisions;
	(M) Any Contract entered into on or after January 1, 2003 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise), in an amount in excess of $70,000,000 (all of which Contracts have been made available to Fisher prior to the date hereof);

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	(N) Any Contract (other than Contracts of the type described in subclauses (A) through (L) above) that involves aggregate payments by or to Thermo Electron or any Subsidiary of Thermo Electron in excess of $16,750,000 per annum; and
	(O) Any Contract the termination or breach of which, or the failure to obtain consent in respect of which, would reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole.

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	(a) if to Fisher to:

	Fisher Scientific International, Inc.
	One Liberty Lane
	Hampton, New Hampshire 03842
	Fax: (603) 929-2379
	Attention: Sarah McConnell

	with a copy to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	Four Times Square
	New York, NY 10036
	Fax: (917) 777-3860
	Attention: Ralph Arditi

	(b) if to Thermo Electron or Merger Sub, to:

	Thermo Electron Corporation
	81 Wyman Street
	Waltham, Massachusetts 02451
	Fax: (781) 622-1207
	Attention: Seth Hoogasian

	with a copy to:

	Wachtell, Lipton, Rosen & Katz
	51 W. 52nd Street
	New York, NY 10019
	Fax: (212) 403-2000
	Attention: Craig M. Wasserman

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Term		Section
Agreement		Preamble
Alternative Transaction Proposal		4.2(a)
Applicable Laws		3.1(g)(ii)
Approval		3.1(i)(ii)
Benefit Plans		3.1(i)(i)
CDA		4.2(a)
Certificate of Merger		1.3
Certificates		2.2(b)

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Term		Section
Charter Amendment		3.2(c)(i)
Closing		1.2
Closing Date		1.2
Code		Recitals
Continuing Fisher Directors		1.8
Continuing Thermo Electron Directors		1.8
DGCL		Recitals
ECMR		3.1(c)(v)(A)
Effect		8.3(i)
Effective Time		1.3
ERISA		3.1(i)(i)
ERISA Affiliate		3.1(i)(v)
Exchange Act		3.1(c)(v)(B)(2)
Exchange Agent		2.2(a)
Exchange Fund		2.2(a)
Exchange Ratio		2.1(a)
FDA		3.1(g)(i)
FDCA		3.1(g)(i)
Fisher		Preamble
Fisher Balance Sheet		3.1(d)(iv)
Fisher Benefit Plans		3.1(i)(i)
Fisher By-Laws		3.1(a)(ii)
Fisher Charter		3.1(a)(ii)
Fisher Common Stock		2.1
Fisher Convertible Debentures		3.1(b)(i)
Fisher Deferred Compensation Plans		3.1(b)(i)
Fisher Disclosure Schedule		3.1
Fisher Employees		5.11(c)
Fisher Executive Agreement		5.11(e)
Fisher Foreign Plan		3.1(i)(ix)
Fisher Leased Real Property		3.1(s)
Fisher Material Contract		3.1(r)(i)
Fisher Material Subsidiaries		3.1(a)(iii)
Fisher Option		2.1(c)
Fisher Organizational Documents		3.1(a)(ii)
Fisher Owned Real Property		3.1(s)
Fisher Permits		3.1(g)(i)
Fisher Preferred Stock		3.1(b)(i)
Fisher Purchase Plan		2.1(d)
Fisher Rights Agreement		4.1(a)(i)
Fisher SEC Documents		3.1(d)(i)
Fisher Stockholder Approval		Recitals
Fisher Stockholders’ Meeting		5.1(b)
Fisher Stock Plans		3.1(b)(i)
Fisher Stock Unit Awards		2.1(d)
Fisher Subsidiary Organizational Documents		3.1(a)(ii)
Fisher Termination Fee		7.2(c)
Fisher’s Counsel		6.2(e)
Form S-4		3.1(e)

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Term		Section
Funded Retirement Plan		3.1(i)(v)
GAAP		3.1(d)(iii)
Goldman		3.1(p)
Governmental Entity		3.1(c)(v)
HSR Act		3.1(c)(v)(A)
Indemnified Parties		5.5(a)
IRS		3.1(c)(v)(A)
Joint Proxy Statement		3.1(c)(v)(B)(1)
Lazard		3.1(p)
Lehman Brothers		3.2(p)
Liens		3.1(a)(iii)
Merger		Recitals
Merger Consideration		2.1(a)
Merger Sub		Preamble
NLRB		3.1(h)(ii)(C)
NYSE		2.1(d)
Outside Date		7.1(b)(i)
Recommendations		Recitals
Representatives		4.2(a)
Represented Employee		5.12
Rothschild, Inc.		3.2(p)
Rule 145 Affiliates		5.13
SEC		3.1(c)(v)(B)
Securities Act		3.1(d)(i)
SOX		3.1(d)(i)
Stock Issuance		3.2(c)(i)
Surviving Corporation		1.1
Tax Authority		3.1(j)(xi)
Tax Return		3.1(j)(xi)
Taxes		3.1(j)(xi)
Thermo Electron		Preamble
Thermo Electron Balance Sheet		3.2(d)(iv)
Thermo Electron Benefit Plans		3.2(i)(i)
Thermo Electron By-Laws		3.2(a)(ii)
Thermo Electron Charter		3.2(a)(ii)
Thermo Electron Common Stock		2.1(a)
Thermo Electron Convertible Debentures		3.2(b)(i)(D)
Thermo Electron Disclosure Schedule		3.2
Thermo Electron Foreign Plan		3.2(i)(ix)
Thermo Electron Leased Real Property		3.2(s)
Thermo Electron Material Contract		3.2(r)(i)
Thermo Electron Material Subsidiaries		3.2(a)(iii)
Thermo Electron Options		3.2(b)(i)(E)
Thermo Electron Organizational Documents		3.2(a)(ii)
Thermo Electron Owned Real Property		3.2(s)
Thermo Electron Permits		3.2(g)(i)
Thermo Electron Preferred Stock		3.2(b)(i)
Thermo Electron Purchase Plan		3.2(b)(ii)
Thermo Electron Restricted Stock		3.2(b)(i)(A)

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Term		Section
Thermo Electron Restricted Stock Units		3.2(b)(i)(E)
Thermo Electron Rights Agreement		4.1(a)(ii)
Thermo Electron SEC Documents		3.2(d)(i)
Thermo Electron Stock Plans		3.2(b)(i)(A)
Thermo Electron Stockholder Approval		Recitals
Thermo Electron Stockholders’ Meeting		5.1(b)
Thermo Electron Subsidiary Organizational Documents		3.2(a)(ii)
Thermo Electron Termination Fee		7.2(b)
Thermo Electron’s Counsel		6.3(e)
Voting Debt		3.1(b)(iii)
WARN Act		3.1(h)(i)

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	FISHER SCIENTIFIC INTERNATIONAL INC.

	By:	/s/ Paul M. Meister

	Name: Paul M. Meister

	Title:	Vice Chairman

	THERMO ELECTRON CORPORATION

	By:	/s/ Marijn E. Dekkers

	Name: Marijn E. Dekkers

	Title:	President and Chief Executive

	Officer
	TRUMPET MERGER CORPORATION

	By:	/s/ Seth H. Hoogasian

	Name: Seth H. Hoogasian

	Title:	President

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	Very truly yours,
	/s/ Lehman Brothers
	LEHMAN BROTHERS

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(i)		Reviewed the financial terms and conditions of the latest draft of the Merger Agreement;
(ii)		Analyzed certain historical business and financial information relating to Fisher Scientific and Thermo Electron;
(iii)		Reviewed various financial forecasts and other data provided to us by Fisher Scientific and Thermo Electron relating to their respective businesses;
(iv)		Reviewed the synergistic savings and benefits and the timing of their occurrence as projected by Fisher Scientific and Thermo Electron to be realized by the combined company following the Merger;
(v)		Held discussions with members of the senior managements of Fisher Scientific and Thermo Electron with respect to the businesses and prospects of Fisher Scientific and Thermo Electron, respectively, the strategic objectives of each, and synergistic savings and benefits projected by Fisher Scientific and Thermo Electron to be realized by the combined company following the Merger;

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(vi)		Reviewed public information with respect to certain other companies in lines of business we believe to be generally comparable to those of Fisher Scientific and Thermo Electron;
(vii)		Reviewed the financial terms of certain business combinations involving companies in lines of business we believe to be generally comparable to those of Fisher Scientific and Thermo Electron;
(viii)		Reviewed the historical stock prices and trading volumes of Fisher Scientific Common Stock and Thermo Electron Common Stock; and
(ix)		Conducted such other financial studies, analyses and investigations as we deemed appropriate.

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	Very truly yours,
	LAZARD FRERES & CO. LLC

	By	/s/ Steven J. Golub

	Steven J. Golub
	Managing Director

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	(a) The Board of Directors of the Corporation has resolved that, as of the Effective Time (as defined in the Agreement and Plan of Merger, dated May 7, 2006, by and among the Corporation, Trumpet Merger Corporation and Fisher Scientific International Inc. (“Fisher”)) as the same may be amended from time to time (the “Merger Agreement”), Mr. Dekkers shall continue to serve as President and Chief Executive Officer of Thermo Electron and Mr. Meister shall become Chairman of the Board of Directors of Thermo Electron.
	(b) As of the Effective Time, and continuing for a period of three years following the Effective Time: (i) the ratio of Continuing Thermo Electron Directors to Continuing Fisher Directors serving on the Board of Directors of Thermo Electron shall be maintained at five to three; (ii) all vacancies on the Board of Directors of Thermo Electron created by the cessation of service of a Continuing Thermo Electron Director shall be filled by a nominee proposed to the Nominating and Corporate Governance Committee of the Board of Directors of Thermo Electron by a majority of the remaining Continuing Thermo Electron Directors; and (iii) all vacancies on the Board of Directors of Thermo Electron created by the cessation of service of a Continuing Fisher Director shall be filled by a nominee proposed to the Nominating and Corporate Governance Committee of the Board of Directors of Thermo Electron by a majority of the remaining Continuing Fisher Directors. The terms “Continuing Thermo Electron Directors” and “Continuing Fisher Directors” shall for purposes of this Section 15 mean, respectively, the directors of Thermo Electron or Fisher, as the case may be, as of the Effective Time who were selected to be directors of Thermo Electron as of the Effective Time by Thermo Electron or Fisher, as the case may be, prior to the Effective Time, and any additional directors of Thermo Electron who take office after the Effective Time who are nominated, or proposed to the Nominating and Corporate Governance Committee of the Board of Directors of Thermo Electron, by a majority of the Continuing Thermo Electron Directors or the Continuing Fisher Directors, as the case may be.
	(c) Until the third anniversary of the Effective Time, any amendment of or change to Section 15(b) of these By-Laws shall require the affirmative vote of at least 75% of the full Board of Directors of Thermo Electron.

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