MILLIPORE CORP, DEF 14A, 1994-03-18

MILLIPORE CORP
DEF 14A, 1994-03-18
LABORATORY ANALYTICAL INSTRUMENTS

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DRAFT 2/4/94
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 0)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

MILLIPORE CORPORATION
..............................................................................
(Name of Registrant as Specified In Its Charter)

MILLIPORE CORPORATION
..............................................................................
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

......................................................................

2) Aggregate number of securities to which transaction applies:

......................................................................

3) Per Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):

......................................................................

4) Proposed maximum aggregate value of transaction:

......................................................................

(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(s)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

................................................

2) Form, Schedule or Registration Statement No.:

................................................

3) Filing Party:

................................................

4) Date Filed:

................................................
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MILLIPORE

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1994

To the Stockholders of
Millipore Corporation

The Annual Meeting of Stockholders of Millipore Corporation ("Millipore")
for 1994 will be held at Millipore's Offices, 80 Ashby Road, Bedford,
Massachusetts 01730 on Thursday, April 21, 1994 at 11:00 a.m. local time, for
the following purposes:

1. To elect for a three-year term (expiring in 1997) the three Class I
Directors; and

2. To consider and act upon a proposal to approve the adoption of the
Amendments to the Millipore Corporation 1985 Combined Stock Option Plan
to increase the shares available for grant of options by 1,000,000
shares and to limit the number of shares available for options which may
be granted to certain executive officers under the Plan.

3. To transact such other business as may properly come before the meeting
and any adjournment thereof.

Stockholders of record on the books of Millipore at the close of business
on February 25, 1994 will be entitled to receive notice of and to vote at the
meeting and any adjournment thereof.

By Order of the Board of Directors
John E. Beard, Clerk

Bedford, Massachusetts
March 18, 1994

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY TO ASSURE YOUR
REPRESENTATION AT THE MEETING.
<PAGE> 3

MILLIPORE CORPORATION

80 ASHBY ROAD
BEDFORD, MASSACHUSETTS 01730
617 275-9200

------------------------
PROXY STATEMENT
------------------------

This Proxy Statement is being furnished to stockholders of Millipore
Corporation (hereinafter "Millipore" or the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of
Millipore, and at any adjournments thereof. The meeting will be held at the
offices of Millipore, 80 Ashby Road, Bedford, Massachusetts on Thursday, April
21, 1994 at 11:00 a.m. This solicitation of proxies is being made on behalf of
Millipore by its Board of Directors. This Proxy Statement and the accompanying
form of proxy are being mailed to stockholders on or about March 18, 1994.

The Board of Directors of Millipore has fixed the close of business on
February 25, 1994 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. As of February 25, 1994, there
were approximately 28,000,000 shares of Millipore Common Stock issued,
outstanding and entitled to vote. Each stockholder is entitled to one vote per
share of Common Stock held by such stockholder on each matter submitted to a
vote.

All properly executed proxies will be voted at the meeting in accordance
with the instructions contained thereon. Unless a contrary specification is made
thereon, it is the intention of the persons named on the accompanying proxy to
vote FOR the election of the nominees for Directors listed below, FOR item 2 in
the accompanying Notice of Meeting, and otherwise in the discretion of the
proxies. A stockholder executing and returning a proxy has the power to revoke
it at any time before it is voted at the meeting by filing with the Clerk of
Millipore an instrument revoking it, or a duly executed proxy bearing a later
date, or by attending the meeting and voting in person. Attendance at a meeting
will not, in and of itself, constitute revocation of a proxy.

Millipore will bear the costs of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by personal interview, telephone
and telegram by the Directors, officers and employees of Millipore, without
additional compensation to them. Arrangements have been made with Corporate
Investor Communications, Inc., to solicit proxies from brokerage houses,
custodians, nominees and other fiduciaries and to provide for the forwarding of
solicitation materials to the beneficial owners of stock held of record by such
persons. It is estimated that the cost of such solicitation arrangements will be
approximately $5,000 plus reimbursement of such custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred in connection with
the forwarding of solicitation materials.

CONFIDENTIAL VOTING POLICY

The Board of Directors adopted in 1992 a Confidential Stockholder Voting
Policy in order to encourage stockholders to cast votes on issues presented to
them as stockholders without concern for the impact that their vote might have
on their other relationships with Millipore, whether as employee, supplier,
customer, or in any other capacity. The policy provides, among other matters,
that Millipore will arrange for the tabulation of all stockholder votes by
representatives of its transfer agent or by persons who are otherwise
unaffiliated with Millipore and not in the

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employ of the Company. The persons who tabulate votes and who have custody of
proxies, ballots and other voting materials have been instructed as to this
policy of confidentiality and to handle all such materials (or to destroy them)
in a way that does not reveal the identity and vote of any stockholder
specifically, and have been asked to certify compliance with this policy at the
completion of each meeting of stockholders.

Millipore's Confidential Voting Policy shall not interfere with the
entitlement of its officers, employees and agents to seek the identity of those
stockholders who have not voted for the purpose of encouraging them to do so.

In the event of a proxy contest, or the like, Millipore shall not abide by
its policy of confidentiality unless the opposition similarly agrees to do so.

Failure in any instance to conform to this policy shall not invalidate any
ballot or proxy or otherwise affect any action taken by stockholders of
Millipore.

Millipore has retained The First National Bank of Boston, its Transfer
Agent, to tabulate the vote in connection with the matters to be acted upon at
the Annual Meeting and has instructed the Bank as to the Company's Confidential
Stockholder Voting Policy. When any matter to be acted upon at the Annual
Meeting requires, in accordance with the Massachusetts Business Corporation Law,
a favorable vote by stockholders who hold at least a majority of the Common
Stock outstanding, abstentions and broker "no votes" will be considered a vote
"Against" the matter; otherwise, abstentions and broker "no votes" will have no
effect on the outcome, i.e., they will not be considered. Examples of the former
are amendments to the Articles of Organization, and a merger or sale of
substantially all of the assets of the Company.

MANAGEMENT AND ELECTION OF DIRECTORS

In 1990, in conformity with an Amendment to the Massachusetts Business
Corporation Law adopted in April of that year, the Board of Directors amended
Millipore's By-laws and divided the number of Directors into three classes. The
term of one class of Directors expires each year in rotation so that one class
is elected at each Annual Meeting for a full three-year term.

Stockholders this year will be voting on the election of the three
individuals identified as Class I Directors, whose terms will expire at the
Annual Meeting of Stockholders in 1997. Each nominee in Class I is now a
director of Millipore and, except for Mr. Reno, was elected as such at the 1991
Annual Meeting of Millipore Stockholders. All nominees have been designated as
such by the Board of Directors based on the recommendations of the Board
Organization, Nominating and Public Policy Committee, none of the members of
which is an employee of Millipore. The other six Directors will continue in
office for the remainder of their terms as indicated below.

Unless otherwise specified, the accompanying form of proxy will be voted
for the election of the nominees listed below. A stockholder may withhold his
vote from any nominee by notation of that fact on the enclosed proxy. All
nominees have consented to being named herein and have agreed to serve if
elected. If any such nominee should become unable to serve, a circumstance which
is not anticipated, the proxies may be voted to fix the number of Directors at
such lesser number as are available to serve, or for a substitute nominee
designated by the Board of Directors.

A favorable vote by stockholders who hold at least a majority of the Common
Stock of Millipore present or represented by proxy at the Annual Meeting and
voting thereon is required for the election of the Class I Directors.

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NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 1997 (CLASS I)
- --------------------------------------------------------------------------------

JOHN A. GILMARTIN, 51, Chairman, President and Chief
Executive Officer, Millipore Corporation

Mr. Gilmartin received his undergraduate degree from
Pennsylvania State University and an M.B.A. from the
Harvard Graduate School of Business Administration. Prior
to joining Millipore, Mr. Gilmartin held various positions
with Pfizer Inc., a manufacturer of pharmaceutical
products, in both financial and business management. Mr.
Gilmartin joined Millipore as Corporate Controller in 1979
and has served Millipore as Vice President-Finance from
1980 until 1981, Senior Vice President-Finance from 1981
until 1982 and as Senior Vice President-Finance and
Administration from 1982 until 1985. In 1985 Mr. Gilmartin
became President of the Millipore Products Division, a position he held until
1986 when he was elected President and Chief Executive Officer of Millipore. In
September, 1987, Mr. Gilmartin was elected Chairman of the Board. Mr. Gilmartin
is a Director of the Massachusetts High Technology Council. He is also a
Director of Bolt, Beranek and Newman Inc.

First elected a Director: 1986

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

MARK HOFFMAN, 55, Independent Investor and Consultant

Mr. Hoffman received an undergraduate degree from
Harvard College, a Masters degree in economics from
Cambridge University and an M.B.A. from the Harvard
Graduate School of Business Administration. In 1963. as an
M.I.T. Fellow in Africa, Mr. Hoffman joined the East
African Common Services Organization. In 1966, Mr. Hoffman
joined International Finance Corporation (investment
banking affiliate of the World Bank). From 1969 to 1974,
Mr. Hoffman served as a Director of Hambros Bank, Ltd.,
London, England. From 1975 to 1981, Mr. Hoffman was Senior
Vice President and Chief Financial Officer of George
Weston, Ltd., and was appointed President of its Resource
Group in 1981. From 1982 until 1984, when he undertook his
current activities, Mr. Hoffman served as Managing Director of Guinness Peat
Group p.1.c., engaged through subsidiaries worldwide in merchant banking,
insurance brokerage, leasing, property, energy and other management and
financial service activities. Mr. Hoffman is currently Chief Executive of
Hamilton Lunn Limited, an independent advisory and investment firm and member of
the Securities Association in London, England and Chairman of Cambridge Capital
Group Limited. Mr. Hoffman also serves as a Director of George Weston Limited
and British Columbia Packers Limited in Canada and Advent International
Corporation, Boston.

Member: Management Development First elected a Director: 1976
and Compensation Committee

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

JOHN F. RENO, 54, President and Chief Executive Officer,
Dynatech Corporation

Mr. Reno received an undergraduate degree from
Dartmouth College and an M.B.A. from Northwestern
University. In 1964 Mr. Reno joined G. H. Walker & Co., an
investment banking firm in New York City, and served in
various capacities prior to becoming a partner in that
firm. In 1974 Mr. Reno joined Dynatech Corporation,
manufacturer of a diversified line of proprietary
electronic microprocessor based equipment, instruments and
systems, as General Manager and President of the
Cryomedical Division. He subsequently held a number of
senior management positions, including Vice President for
Corporate Development (1979); Senior Vice President for
Corporate Development (1982); Executive Vice President
(1987) and President and Chief Operating Officer (1991). Mr. Reno assumed his
current position as President and Chief Executive Officer in 1993 and is a
member of the Board of Directors. He is a trustee and Chairman of the Finance
Committee of the Boston Museum of Science. Mr. Reno serves as Chairman of the
Executive Committee for the "Masterminding Math and Science" program sponsored
by, among others, Boston Partners in Education and the Museum of Science. Mr.
Reno is the founder of "A Better Chance" program for disadvantaged youths in
Winchester, Massachusetts, and a Director of the Massachusetts Business
Roundtable and the Massachusetts Telecommunications Council.

Member: Management Development, First elected a Director: 1993
and Compensation Committee

DIRECTORS CONTINUING IN OFFICE

TERM EXPIRING AT THE 1995 ANNUAL MEETING OF STOCKHOLDERS (CLASS II)
- --------------------------------------------------------------------------------
SAMUEL C. BUTLER, 63, Presiding Partner, Cravath, Swaine &
Moore

Mr. Butler received an A.B. degree from Harvard
College, and an LL.B. degree from Harvard Law School where
he served on the Harvard Law Review and was a recipient of
the Sears Award. Mr. Butler served, in 1954, as law clerk
to Mr. Justice Minton of the United States Supreme Court.
In 1956, after serving in the U.S. Army, Mr. Butler joined
the New York law firm of Cravath, Swaine & Moore, becoming
a partner in 1960 and assuming his current position as
Presiding Partner in 1980. He served as a Trustee of Vassar
College (1969-1977) and was a member of the Board of
Overseers of Harvard College from 1982-1988 (President of
the Board, 1986-1988). Mr. Butler is a member and Vice
President of The Culver Educational Foundation and a member of the Board of
Trustees of the New York Public Library. He is also a Director of Ashland Oil,
Inc., U.S. Trust Corporation and GEICO Corporation.

Member: Audit and Finance First elected a Director: 1991
Committee

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

STEVEN MULLER, 66, President Emeritus, The Johns Hopkins
University and Chairman, The 21st Century Foundation

Dr. Muller received his undergraduate degree from the
University of California at Los Angeles and a B.Litt.
degree from Oxford University, England, where he studied as
a Rhodes Scholar. He received a Ph.D. in political science
from Cornell University. From 1961 to 1971, Dr. Muller was
Associate Professor of Government at Cornell University,
during which period he also served as the Director of
Cornell's Center for International Studies (1961-1968) and
as Vice President for Public Affairs (1966-1971). In 1971,
Dr. Muller joined The Johns Hopkins University as Provost
and in 1972, he was elected as President of that
University. From 1972 until 1983, Dr. Muller also served as President of The
Johns Hopkins Hospital. Dr. Muller left the Presidency and was named President
Emeritus of The Johns Hopkins University in 1990, and assumed his current
position at The 21st Century Foundation. From 1975 until 1983, Dr. Muller served
successively as Director, Vice Chairman, and Chairman of the Board of Governors
of the Federal Reserve Bank of Richmond. In addition, Dr. Muller serves as
Director of the American Capital Closed End and Common Sense Funds, Beneficial
Corporation, the Law Companies Group, Inc., Alex. Brown Inc., and Organization
Resources Counselors, Inc.; and as Co-Chairman of the American Institute for
Contemporary German Studies, Board Member of the Atlantic Council and Vice
Chairman of St. Mary's College of Maryland. Dr. Muller has served as a member of
the Presidential Commission on White House Fellowships and the Presidential
Commission on World Hunger.

Chairman: Board Organization First elected a Director: 1982
Nominating and Public Policy Committee
- --------------------------------------------------------------------------------

JAMES L. VINCENT, 54, Chairman and Chief Executive Officer,
Biogen, Inc..

Mr. Vincent received his undergraduate degree from
Duke University and an M.B.A. from The Wharton Graduate
Business School, University of Pennsylvania. From 1965-
1972, Mr. Vincent held various positions with Texas
Instruments, Inc., a manufacturer of advanced electronic
products and was President of Texas Instruments (Asia) from
1970-1972. In 1972, Mr. Vincent joined Abbott Laboratories,
Inc., a manufacturer of health care products, where he
served in various positions, becoming Executive Vice
President and Chief Operating Officer from 1979-1981. He
also served as a member of the Board of Directors of Abbott
Laboratories from 1977-1981. From 1982-1985, Mr. Vincent
was with Allied/Signal Corporation, where he became President of the Allied
Health and Scientific Products Company. In 1985, Mr. Vincent assumed his present
position as Chairman and Chief Executive Officer of Biogen, Inc., a leading
manufacturer of biopharmaceuticals. Mr. Vincent is a Member of the Massachusetts
Business Roundtable and the Economic Club of Chicago. He also serves as Chairman
of the Executive Board of The Wharton Graduate School of the University of
Pennsylvania and is a Member of the Board of Directors of Continental Bank
Corporation and the Biotechnology Industry Organization.

Member: Management Development and First elected a Director: 1991
Compensation Committee

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TERM EXPIRING AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS (CLASS III)
- --------------------------------------------------------------------------------
CHARLES D. BAKER, 65, Professor of Business Administration,
Northeastern University

Mr. Baker received an A.B. degree from Harvard College
and an M.B.A. degree from the Harvard Graduate School of
Business Administration. Mr. Baker served several years in
the United States Navy. In 1955, he joined Westinghouse
Electric Corp., where he served in various capacities. In
1961, he became Vice President and Treasurer of United
Research, Inc. of Cambridge, Massachusetts. From 1965
through 1969, Mr. Baker was the Vice President and Director
of the Transportation Services Group of Harbridge House,
Inc., a research and consulting firm. From 1969 to 1970,
Mr. Baker served as Deputy Under Secretary of
Transportation for the United States Department of
Transportation and from 1970 through 1971, he was Assistant Secretary of
Transportation for Policy and International Affairs. In 1971 Mr. Baker returned
to Harbridge House, Inc. as its President and he served as its Chairman of the
Board from 1974 until 1983. In 1984, Mr. Baker resigned his position as a
Millipore Director to serve as Under Secretary of the United States Department
of Health and Human Services, a position he held from 1984 to 1985. In the fall
of 1985, Mr. Baker left his Government post and accepted the appointment at
Northeastern University and, at the same time, he once again became a Millipore
Director. Mr. Baker serves on the boards of several public interest
organizations.

Member: Audit and Finance First elected a Director: 1979
Committee
- --------------------------------------------------------------------------------

GERALD D. LAUBACH, 68, Retired President, Pfizer Inc.

Dr. Laubach received his undergraduate degree from the
University of Pennsylvania. Following service in the United
States Navy during World War II, he received his Ph.D. in
organic chemistry from the Massachusetts Institute of
Technology. Dr. Laubach joined Pfizer Inc., a manufacturer
of pharmaceutical products, in 1950, rising to Vice
President for Medicinal Products Research in 1964,
President of Pfizer Pharmaceutical Operations in 1969,
Executive Vice President of Pfizer Inc. in 1971, and
President from 1972 until his retirement in February 1991.
Dr. Laubach also served as a Director of Pfizer Inc. from
1968 until his retirement in 1991. Dr. Laubach also serves
as a Director of CIGNA Corporation, DNA Plant Technology
Corp., and Affymax N.V. In addition, he is a member of the Institute of
Medicine, the National Academy of Engineering, the New York Academy of Medicine,
the American Academy of Arts and Sciences, and Trustee of Carnegie Institution
of Washington.

Chairman: Audit and Finance First elected a Director: 1981
Committee

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- --------------------------------------------------------------------------------
THOMAS O. PYLE, 53, Chief Executive Officer, MetLife
Healthcare Management Corp., Inc.

Mr. Pyle attended Massachusetts Institute of
Technology and received his M.B.A. from the Harvard
Graduate School of Business Administration and also studied
at University of Oxford. Mr. Pyle was an Account Executive
with Young and Rubicam from 1961-1965. He joined Elizabeth
Arden, Inc. in 1967. In 1968, he became Vice President of
Beck Industries. From 1969-1972, Mr. Pyle was with the
Boston Consulting Group, Inc., becoming a Vice President in
1970. In 1972, he joined Harvard Community Health Plan,
Inc., and served in various executive capacities in this
health maintenance organization. He was Chief Executive
Officer from 1978 to 1991. In 1992, he became Senior Advisor to the Boston
Consulting Group, Inc. Mr. Pyle assumed his current position in September 1993.
Mr. Pyle has served as a Director of Controlled Risk Insurance Company, Ltd.,
since 1976 (Chairman 1976-1989). He is also a Director of the Lahey Clinic, The
Codman Research Group, Employee Managed Care Corp., and is Chairman of the
Health Outcomes Institute.

Member: Board Organization First elected a Director: 1987
Nominating and
Public Policy Committee

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

COMMITTEES, MEETINGS AND FEES OF DIRECTORS

The Millipore Board of Directors has three standing committees.

The Audit and Finance Committee is responsible for recommending the
selection of the independent accountants; reviewing the scope of and fees for
services rendered as well as the results of the independent audit; reviewing
matters relating to internal audit functions; establishing policy as to those
services which may be performed by Millipore's principal independent
accountants; reviewing Millipore's policies and procedures concerning business
ethics and internal controls; and reviewing Millipore's annual reports. This
Committee also reviews Millipore's financial condition and its short term and
long term cash flow financial plans, and other matters concerning corporate
finance as well as reviewing the financial position of the Trust for Millipore
Corporation Invested Employee Plans in order to assure that sufficient provision
has been made to meet the financial obligations to such plans. The Audit and
Finance Committee met 3 times during 1993.

The Board Organization, Nominating and Public Policy Committee recommends
nominees for election as directors to the full Board of Directors. It also
evaluates and makes recommendations with respect to the structure of the Board
itself, the responsibilities of the various Committees of the Board, and the
role of the Board in relation to management. In addition, it serves a public
policy function, which includes consideration of questions of social
responsibility. In its nominating capacity, this Committee considers
recommendations for nominee candidates from other directors, management and
stockholders. Stockholders wishing to submit candidates for consideration as
nominees may do so by directing an appropriate letter and resume to Geoffrey
Nunes, Senior Vice President and General Counsel of Millipore. The Board
Organization, Nominating and Public Policy Committee held 2 meetings during
1993.

The Management Development and Compensation Committee is composed of
independent directors who are not officers or employees (or former officers or
employees) of the Company and do not have "interlocking" or other

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relationships with Millipore that would detract from their independence as
Committee members. It reviews the qualifications of Millipore's officers and
nominates them for election by the full Board. It also fixes, subject to
approval by the full Board, the annual salary of the Chief Executive Officer and
approves the salaries of all other elected officers. This Committee also
considers compensation plans for management and administers Millipore's long
term incentive compensation program and stock option plans. (See "Compensation
Committee Report on Executive Compensation at Millipore"). It has responsibility
for the periodic examination of Millipore's overall compensation structure. In
its development capacity, it reviews organizational concepts, the development
and promotional potential of Millipore's senior level of management as well as
its long range manpower needs and its training and education activities. This
committee met 4 times during 1993.

During 1993, the Millipore Board of Directors held 8 meetings. Members of
the Board of Directors received an annual retainer of $15,000 plus $1,000 for
each Director's meeting attended. For service on committees, Directors received
an additional $1,000 for each committee meeting attended, and chairmen of the
committees received an additional $2,500 annual fee. In addition, Directors
attending ad hoc committee meetings received an aggregate of $3,000 in
additional compensation. Mr. Gilmartin receives no compensation, other than that
listed in the Summary Compensation Table below, for service as a Director. All
Directors attended at least 75% of the Board and relevant committee meetings
held during 1993.

During 1993 the following Directors received or were entitled to receive
additional compensation from Millipore as follows: Dr. Steven Muller, $9,750,
for consulting services rendered in the areas of diversity and public policy;
Dr. Warren Wacker, $50,004, for consulting services rendered in developing
opportunities in the medical field.

In accordance with the Company's retirement policy for Directors, Dr.
Warren E.C. Wacker will not be standing for re-election. Dr. Wacker has served
as a Director since 1971, and his unfailing good humor and sound advice will be
greatly missed.

In addition to the compensation set forth above, "Eligible Directors"
(those who are not employees of Millipore) received stock options to purchase
shares of Millipore Common Stock under the terms of the 1989 Stock Option Plan
for Non-Employee Directors (the "1989 Plan"). Of the current directors, Mr.
Gilmartin is not an Eligible Director. Under the terms of the 1989 Plan, each
newly elected Eligible Director receives an option to purchase 2,000 shares of
Millipore Common Stock on the date of his first election, and thereafter
automatically receives an additional option to purchase 1,000 shares of
Millipore Common Stock at the first Board of Directors meeting following an
Annual Meeting of Stockholders. The exercise price of each option is 100% of the
fair market value on the date of grant. Each option becomes exercisable in
annual cumulative increments of 25% commencing on the first anniversary of the
date of grant. In the event of a recapitalization, stock dividend, split-up or
combination of shares, merger or consolidation, an appropriate adjustment in the
option price and number of shares available for grant shall be made. Upon
termination of service with Millipore, options held by the Eligible Director
which are not then exercisable, shall terminate, except that exercise of options
after termination of service as a director is provided for in cases where such
service terminates on retirement or with the consent of Millipore or as a result
of incapacity or death.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AT MILLIPORE

The Management Development and Compensation Committee of the Board of
Directors ("the Committee") has furnished the following report on its policy
with respect to determining compensation for Millipore's executive officers for
1993. The tables and textual information set forth following the report (pp.
11-15) disclose such compensation.

In establishing the amounts of compensation in all forms for the Chief
Executive Officer ("CEO"), as well as the other executive officers of the
Company, the Committee operates pursuant to a set of written "Guiding
Principles." These Principles currently link executive awards (cash compensation
and equity compensation) to individual performance and company success, with an
emphasis on long-term performance rather than short-term results. Using these
criteria, the Committee establishes cash compensation at competitive levels to
enable Millipore to attract and

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retain its executive officers while also striving by the use of equity
compensation to align their interests with those of Millipore's stockholders.

For many years, Millipore has used a group of about 25 companies, which has
remained largely the same from year to year, to which Millipore compares itself
in terms of pay levels of the CEO and to which it compares itself in terms of
technology base, size and performance and to which it would look for executive
talent. (These companies are not necessarily the same companies that would be
included in a peer group established to compare stockholder returns and are not,
with one exception, the same companies included in the S&P
Manufacturing-Diversified Industrial Index reflected in the performance graph on
p. 17) Performance comparisons are then made on the basis of four-year average
return on sales, return on assets and compound sales growth. Based on these
performance comparisons, the compensation established by the Committee for
Millipore's CEO has been targeted to be between the midpoint of the compensation
paid to chief executive officers of the comparable companies (adjusted for
meaningful differences in their revenues from that of Millipore) and that
midpoint plus 10%. An adjustment is made to bridge the gap between the middle of
the year for which comparable salary data has been gathered and the middle of
the year for which CEO salary is being set. Since Millipore has had to date no
variable compensation (other than the Cash Profit Sharing Plan described in Note
2 to the Summary Compensation Table which provides for a very small payout in
terms of percentage of salary) cash compensation has been in the form of salary
only; thus the salary of the CEO is compared to the total cash compensation
(salary plus bonus) of the comparables.

Salary for the CEO is fixed in December for the following calendar year.
The Committee evaluates the CEO's overall performance for the past year against
previously discussed benchmarks (including for 1992, on a relatively equal
basis, revenue growth, expense control and market share, all versus the
competition) as well as the performance of the Company taken as a whole. This
evaluation takes place by the Committee first in discussion with the CEO and
then in executive session. The Committee's actions with respect to the CEO's
compensation are submitted by the Committee to the full Board for its approval.
Mr. Gilmartin's cash compensation was fixed in December 1992 for the year 1993
at $700,000 an increase of 3.8% over that of the prior year. The 3.8% increase,
which positioned Mr. Gilmartin's compensation virtually at the adjusted midpoint
of the comparable companies, was a reflection of the Company's performance in
1992 which, while not outstanding, was in keeping with that of the majority of
the comparables, almost all of whom were also negatively affected by the
world-wide economic recession. In determining the percentage increase in Mr.
Gilmartin's cash compensation for 1993, the Committee also took into account the
percentage increases awarded by the comparable companies to their chief
executive officers.

The cash compensation of the other executive officers of the Company is
proposed by the CEO and reviewed by the Committee. The CEO and the Committee use
the same criteria or Guiding Principles as are used for fixing the CEO's cash
compensation. Cash compensation for the other executive officers is set by
reference to data on officers with similar job responsibilities in other
like-sized corporations (not necessarily the same "comparables" as used in
fixing the CEO's cash compensation), provided to Millipore by an outside
consulting firm, as well as to an evaluation of the particular officer's
performance during the year. Compensation for executive officers for 1993 was
generally at the median of compensation paid to officers in like positions in
the comparable companies.

The Company's equity compensation program for the CEO and for the other
executive officers named in the Summary Compensation Table consists entirely of
non-qualified stock options, a form of equity incentive whereby all value in the
stock option is associated with an increase in share value. Options are granted
at fair market value and become exercisable in cumulative increments of 25% per
year on each of the first four anniversaries after the date of the grant and
expire ten years after the date of the grant. Options are granted annually.

The number of shares for each executive officer is determined by taking a
percentage of salary and dividing that amount by the fair market value per share
on the date of grant. The percentage, which falls within a pre-set range, is set
annually by the Committee for the CEO, and by the CEO (subject to approval of
the Committee) for the other executive officers, depending in each case on
subjective evaluation of the performance of the officer under

9
<PAGE> 12

consideration. At the same time the Committee takes into account the total
number of options previously granted which remain outstanding. The number of
options granted to Mr. Gilmartin in December 1992 was 50,000, the same number as
in the prior year.

With respect to executive officers other than those named in the Summary
Compensation Table (6 individuals), equity incentive compensation may consist
entirely of non-qualified stock options or a combination of stock options and
restricted stock. "Restricted Stock" refers to stock which may be forfeited by
the executive if his employment ceases within a specified period (usually 4
years) for any reason other than death, disability or retirement. Restricted
Stock is generally awarded to those key managers at a level just slightly below
the Company's Senior Managers, where the individual does not as yet have a
substantial number of shares subject to options, and where retention of the
employee is desirable.

The Committee tests the salary and option decisions which are made for the
CEO and for the other executive officers of Millipore by reference to data
furnished by outside compensation consultants. These tests involve comparison of
short-term and long-term awards made by Millipore with similar awards made by
companies in a number of different groups for which statistics are available.
The differences between the amounts set by Millipore, using its group of
comparables, with those that would be set using other populations of companies
have to date been insignificant.

In its evaluation of compensation paid to executive officers named in the
Summary Compensation Table, the Committee determined that it would consider
whether the proposed deductibility limits under Section 162(m) of the Internal
Revenue Code would apply and would attempt to structure compensation and plans
so that any limitation would not apply.

Millipore periodically reviews, with the assistance of outside experts in
executive compensation, the method by which it sets short-term and long-term
compensation for its executives. Reviews have taken place on average about once
each five years. The most recent review was undertaken in 1991 by the Committee
with the participation of two other independent members of the Board of
Directors. The 1991 review broadly affirmed the methodology used in prior years,
subject to certain adjustments.

Paul R. Lawrence, Chairman*
Mark Hoffman
James L. Vincent

[*In December 1992, at the time the Compensation Committee met with respect to
1993 compensation, Paul R. Lawrence was a Director and Chairman of the
Committee. Mr. Lawrence retired from the Board of Directors effective on the
date of the 1993 Annual Meeting.]

10
<PAGE> 13

<TABLE>

EXECUTIVE COMPENSATION

The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through February 25, 1994, to each of the
five most highly compensated key policy making executive officers for services
rendered in all capacities to Millipore and its subsidiaries during each of
Millipore's fiscal years ended December 31, 1993, 1992 and 1991, except as noted
below.

SUMMARY COMPENSATION TABLE

<CAPTION>
LONG TERM COMPENSATION**
-------------------------------
ANNUAL COMPENSATION* AWARDS
NAME AND PRINCIPAL POSITION ----------------------- RESTRICTED STOCK ALL OTHER
OR NUMBER IN GROUP YEAR SALARY(1) BONUS(2) STOCK AWARDS(3) OPTIONS(#)(4) COMPENSATION(5)
- ------------------------------ ----- --------- -------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John A. Gilmartin 1993 $ 700,000 $ 0 $ 0 50,000 $ 72,580
Chairman, President and 1992 675,000 0 0 50,000 69,765
Chief Executive Officer 1991 650,004 8,450 0 56,000 --
Douglas A. Berthiaume 1993 $ 340,000 $ 0 $ 0 21,100 35,133
Senior Vice President 1992 315,000 0 0 22,000 36,734
(President,
Waters Chromatography Division) 1991 300,000 3,900 0 21,000 --
Geoffrey Nunes 1993 $ 320,000 $ 0 $ 0 18,500 32,950
Senior Vice President, 1992 310,000 0 0 18,500 35,617
General Counsel 1991 300,000 3,900 0 19,000 --
Jack T. Johansen 1993 $ 300,000 $ 0 $ 0 16,000 25,848
Senior Vice President, 1992 283,000 0 0 19,500 24,360
Science and Technology 1991 270,000 3,900 0 19,000 --
Douglas B. Jacoby 1993 $ 232,000 $ 0 $ 0 16,000 22,338
Vice President (President, 1992 222,000 0 0 14,000 15,540
Process Group) 1991 210,000 2,730 0 15,000 --
</TABLE>

FOOTNOTES TO SUMMARY COMPENSATION TABLE

* and ** Columns captioned "Other Annual Compensation" (personal benefits and
perquisites) has not been included, as compensation in the form of personal
benefits for 1993 did not exceed the lesser of $50,000 or 10% of compensation
(salary plus bonus) reported above for executive officers individually. Column
captioned "Payouts" has not been included because Millipore does not have any
long term incentive plans.

(1) Includes amounts deferred pursuant to Section 401(k) of the Internal Revenue
Code during the fiscal years specified.

(2) Amounts allocated pursuant to the Corporation's Cash Profit Sharing Plan, a
bonus plan tied to Millipore's pre-tax return on average equity. All
domestic employees of Millipore and its domestic subsidiaries who have
completed one year of service are eligible to participate in the Plan. The
Board of Directors makes an annual determination as to whether to make a
contribution to the Cash Profit Sharing Plan and the appropriate amount of
any such contribution. In making this determination, the Board uses as a
guide a sliding scale geared to the pre-tax return on average equity from
operations, under which no contribution is made to the Cash Profit Sharing
Plan if such pre-tax return is less than 15% in any year. Such allocation,
if any, is made at the end of each year and is paid in the following year.
The amounts disclosed reflect the year of award. The Cash Profit Sharing
Plan pool is distributed annually to eligible employees pro rate in the
proportion that their eligible compensation bears to total eligible
compensation for the year. An allocation of 1.3% of eligible payroll was
made in 1991, and paid in 1992.

(3) On December 31, 1993, the total number/current market value of Restricted
Shares (determined by multiplying the number of shares by the closing price
of Millipore Common Stock on December 31, 1993) held by the above-named
executive officers was as follows: Mr. Gilmartin, 5100 shares/$204,000; Mr.
Berthiaume,

11
<PAGE> 14

4400 shares/$176,000; Mr. Nunes, 4500 shares/$180,000; Mr. Johansen, 4500
shares/$180,000; and Mr. Jacoby, 3600 shares/$144,000. Dividends are paid on
Restricted Stock at the same rate as are paid to all stockholders.

(4) Stock options are granted by the Committee in December of each year and
relate to the cash compensation of the named executive officer for the
following year. (See "Stock Options Granted in 1993" and "Compensation
Committee Report on Executive Compensation at Millipore").

(5) Includes: (a) amounts contributed by the Company under its tax-qualified
defined contribution profit sharing plan to Messrs. Gilmartin, Berthiaume,
Nunes, Johansen and Jacoby of $16,536, $16,536, $16,536, $16,536 and
$16,009, respectively; (b) Company "matching" contributions on compensation
deferred pursuant to its tax-qualified plan under Section 401(k) of the
Internal Revenue Code of $3,854, $2,998, $2,998, $1,499, and $4,497 to
Messrs. Gilmartin, Berthiaume, Nunes, Johansen and Jacoby, respectively; (c)
total amounts deferred under the Company's non-qualified supplemental
defined contribution and savings plans to provide certain executives with
benefits that would otherwise be lost by reason of restrictions imposed by
the Internal Revenue Code limiting the amount of compensation which may be
deferred under tax-qualified plans: $52,190; $15,014; $12,914, $7,813 and
$1,832, to Messrs. Gilmartin, Berthiaume, Nunes, Johansen and Jacoby,
respectively and (d) amounts deemed to be compensation ($585 and $502 to
Messrs. Berthiaume and Nunes, respectively) as the result of the "imputed
interest" on loans granted to pay certain taxes (see "Indebtedness of
Management" below). Includes amounts for fiscal years 1993 and 1992 only.

STOCK OPTIONS GRANTED IN 1993

The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table above (i) the number of shares of
Millipore Common Stock, $1.00 par value, subject to stock options granted under
the Millipore Corporation 1985 Combined Stock Option Plan ("1985 Plan") during
the period January 1, 1993-December 31, 1993, (ii) the percentage that each
grant represents of the total number of shares subject to stock options granted
under the 1985 Plan to all employees during the period; (iii) the exercise
price; (iv) the expiration date and (v) the potential realizable value of the
options granted assuming the market price of the underlying Millipore Common
Stock appreciates annually in value by the percentages indicated during the term
of the option (December 8, 1993 - December 8, 2003). The table also includes
certain information with respect to the number of shares of Millipore Common
Stock, $1.00 par value, subject to stock options granted to all executive
officers and to all other employees during the period January 1, 1993 - December
31, 1993. (See note (3) and "Approval of

12
<PAGE> 15

Amendments to 1985 Combined Stock Option Plan" below.) Under the 1985 Plan, no
options may be granted to Directors who are not employees of Millipore.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
---------------------------------------------- VALUE AT ASSUMED
% OF ANNUAL RATES OF
TOTAL STOCK PRICE APPRECIATION
OPTIONS FOR OPTION TERM(2)
GRANTED -----------------------------
OPTIONS TO EXERCISE OR EXERCISE EXERCISE
GRANTED EMPLOYEES BASE PRICE EXPIRATION PRICE PRICE
NAME (#) IN 1993 ($/SHARE) DATE + 5%($56.846) + 10%($90.327)
- --------------------- ------- --------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Gilmartin.... 50,000 9.5% $34.875 12/8/2003 1,098,550 2,772,600
Douglas A.
Berthiaume......... 21,100 4.0% $34.875 12/8/2003 463,588 1,170,037
Geoffrey Nunes....... 18,500 3.5% $34.875 12/8/2003 406,463 1,025,862
Jack T. Johansen..... 16,000 3.0% $34.875 12/8/2003 351,536 887,232
Douglas B. Jacoby.... 16,000 3.0% $34.875 12/8/2003 351,536 887,232
Executive Officers(11
persons including
those listed
above)(3).......... 148,100 29.6% $34.875 12/8/2003 3,253,905 8,212,441
All other Employees
(approximately 400
persons excluding
those listed
above)(3).......... 352,900 70.4% $34.875 12/8/2003 7,753,565 19,569,010
</TABLE>

(1) For a complete description of the terms of the 1985 Plan, see "Approval of
Amendments to 1985 Combined Stock Option Plan" at p. 19.

(2) Assumes the market price of the underlying Millipore Common Stock
appreciates in value by the percentages indicated during the period 1993
(date of option grant) - 2003 (date of option expiration) and has been
reduced to reflect the cost to the executive of the exercise of the option.
Such stock appreciation benefits all Millipore stockholders. By way of
example, assume ownership of 100 shares of Millipore Common Stock with a
fair market value in December 1993 of $34.875 - the initial value of the 100
shares would be $3,487.50. If the value of the 100 shares appreciated at an
annual rate of 5% during the following 10 years, the 100 shares would have a
market value of approximately $5,684.60 in December 2003. If the 100 shares
appreciated in value at an annual rate of 10% during the 10-year period, the
shares would have a market value of $9,032.70 in December, 2003. On December
8, 1993, the date of option grant, the outstanding shares of Millipore had
an aggregate value of $975,484,440. If the assumed rates of appreciation (5%
and 10%) are achieved, the aggregate value of the outstanding shares will be
$1,590,032,644 and $2,526,525,677, respectively. These amounts represent
certain assumed rates of appreciation only. Actual gains, if any, on stock
option exercises and Common Stock holdings are dependent on the future
performance of the Common Stock and overall stock market conditions. There
can be no assurance that the amounts reflected in the table or in the
footnote will be achieved.

(3) Indicates number of shares subject to stock options granted to groups of
employees specified. As of December 1993 all shares authorized under the
1985 Plan had been exhausted so that options to key employees covering an
aggregate of 157,738 shares (net of option expirations) had to be granted
subject to stockholder approval. See "Approval of Amendments to 1985
Combined Stock Option Plan" below.

13
<PAGE> 16

AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1993 AND DECEMBER 31, 1993 VALUES OF
UNEXERCISED STOCK OPTIONS

<TABLE>
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table above, information with respect to
unexercised options to purchase Millipore Common Stock granted in 1993 and prior
years under the 1985 Plan.

<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN THE MONEY
OPTIONS AT OPTIONS AT
12/31/93 12/31/93(2)
------------- -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NUMBER ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
John A. Gilmartin................. 0 0 174,350/ $ 1,306,153/
124,875 687,890
Douglas A. Berthiaume............. 10,600 $169,175.25 71,906/ $ 689,289/
51,475 282,653
Geoffrey Nunes.................... 6,600 $ 96,525.00 67,031/ $ 662,101/
44,250 243,266
Jack T. Johansen.................. 0 0 59,500/ $ 429,234/
42,500 234,579
Douglas B. Jacoby................. 0 0 28,880/ $ 193,781/
36,250 198,719
</TABLE>

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

(1) Measured by the difference between the exercise price of the option and the
fair market value of Millipore Common Stock on the date of exercise.

(2) Measured by the difference between the closing market value of Millipore
Common Stock on December 31, 1993 ($40.00 per share) and the exercise price
of the option.

PENSION PLANS

The Retirement Plan for Employees of Millipore Corporation ("Retirement
Plan") is a tax-qualified defined benefit "floor" plan which is designed to
coordinate with the benefits available to participants under the Company's tax-
qualified defined contribution profit sharing plan ("Participation Plan") and
Social Security to create an integrated retirement program. An eligible employee
receives benefits under the Retirement Plan to the extent that the benefits
under the Participation Plan are inadequate to provide the minimum level of
benefits specified by the Retirement Plan. There is no deduction or offset from
benefits payable to employees under the Retirement Plan for amounts employees
receive from Social Security or other sources. The Retirement Plan provides a
minimum level of benefits based on service and earnings (which earnings are
computed in the same manner as the cash compensation amounts set forth in the
Summary Compensation Table) with a reduction in the benefit formula for less
than thirty years of service.

Officers participate in the Retirement Plan on the same basis as other
Millipore employees. As of December 31, 1993, full years of credited service
under the Retirement Plan for certain officers were: Mr. Gilmartin -- 14 years;
Mr. Berthiaume -- 13 years; Mr. Nunes -- 17 years; Mr. Johansen -- 6 years; and
Mr. Jacoby -- 18 years.

Millipore also maintains a supplemental non-qualified plan (the
"Supplemental Plan") to provide certain executive employees with benefits that
would otherwise be lost by reason of restrictions imposed by the Internal
Revenue Code limiting the amount of retirement benefits and deferred
compensation which may be received under the Company's tax-qualified plans.

14
<PAGE> 17

<TABLE>
The table below shows the estimated annual benefits payable in 1993 under
the Retirement Plan and the Supplemental Plan. Retirement benefits shown are
based upon retirement at age 65 and the payment of a single life annuity, to
persons in the specified compensation and years of service categories:

<CAPTION>
ESTIMATED ANNUAL MINIMUM RETIREMENT BENEFITS FOR
AVERAGE EARNINGS DURING FIVE INDICATED YEARS OF CREDITED SERVICE
HIGHEST CONSECUTIVE IN --------------------------------------------------
FIFTEEN YEARS PRIOR TO 30 (AND MORE
RETIREMENT 15 20 25 THAN 30)(1)
- ----------------------------- ------- ------- ------- ----------------
<C> <C> <C> <C> <C>
$ 125,000............ 25,568 34,090 42,613 51,135
$ 150,000............ 31,005 41,340 51,675 62,010
$ 175,000............ 36,443 48,590 60,738 72,885
$ 200,000............ 41,880 55,840 69,800 83,760
$ 225,000............ 47,318 63,090 78,863 94,635
$ 250,000............ 52,755 70,340 87,925 105,510
$ 300,000............ 63,630 84,840 106,050 127,260
$ 400,000............ 85,380 113,840 142,300 170,760
$ 450,000............ 96,255 128,340 160,425 192,510
$ 500,000............ 107,130 142,840 178,550 214,260
$ 550,000............ 118,005 157,340 196,675 236,010
$ 600,000............ 128,880 171,840 214,800 257,760
$ 650,000............ 139,755 186,340 232,925 279,510
$ 700,000............ 150,630 200,840 251,050 301,260
$ 750,000............ 161,505 215,340 269,175 323,010
$ 800,000............ 172,380 229,840 287,300 344,760
</TABLE>

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

(1) There is no additional benefit payable under the Retirement Plan for years
of service in excess of 30.

INDEBTEDNESS OF MANAGEMENT

During 1984, the Directors approved a program of loans to all the executive
officers named in the Summary Compensation Table above, and to certain other
employees to enable them to pay all income taxes which would result from their
receipt of the shares awarded and to be awarded pursuant to the Restricted Stock
Plan. The largest aggregate amount of these loans outstanding during 1993 was as
follows: Mr. Berthiaume $54,105 and Mr. Nunes $46,376. The balance of the loans
became due in 1993, and bear no interest. Under the Internal Revenue Code,
however, interest on these loans is deemed to be compensation (see "Summary
Compensation Table -- All Other Compensation"). As of December 31, 1993, all
loan balances had been paid in full.

EXECUTIVE TERMINATION AGREEMENTS

Millipore entered into agreements with Messrs. Gilmartin, Berthiaume,
Nunes, Johansen and Jacoby as well as two other officers to provide them with
certain severance benefits in the event of an actual or impending "Change of
Control" of Millipore. In substance, a Change of Control means (shall be deemed
to have occurred) when any "person" (as that term is used in the Securities
Exchange Act of 1934) is or becomes the beneficial owner, directly or
indirectly, of 20% of Millipore's then outstanding Common Stock or if those
members who constituted a majority of the Board of Directors cease to be so. An
"Impending Change of Control" means any event or circumstances which give rise
to a threat or likelihood of a Change of Control, whether or not it is approved
by Millipore's management or directors.

The executive officers who have entered into agreements with Millipore will
be provided with benefits in the event that their employment with Millipore is
terminated pursuant to or following a Change of Control. Each agreement

15
<PAGE> 18

provides that if the executive officer remains in Millipore's employ for at
least 6 months following an event giving rise to an Impending Change of Control
and, pursuant to or following a Change of Control, the employment of the
executive officer is terminated, the executive officer will then receive the
severance benefits. Generally, these benefits include: a lump sum termination
payment equal to 24 months of salary at the highest rate received during the
past three years (if such provisions had been triggered during 1993, the amounts
payable to Messrs. Gilmartin, Berthiaume, Nunes, Johansen and Jacoby would have
been $1,400,000, $680,000, $640,000, $600,000 and $464,000, respectively) and a
supplemental retirement benefit at age 65 for those executives whose tenure with
Millipore at the time of such termination is less than that required under the
Retirement Plan for full retirement benefits to make up either in whole or in
part for any such shortfall. Further, in the event of an Impending Change of
Control, shares of Common Stock subject to stock options become exercisable
immediately and executive officers are given the right to sell to Millipore all
shares held (or acquired 90 days following a Change of Control) at a price equal
to the highest price paid within 90 days prior to the exercise of such right.

In November 1993 the Board of Directors approved a plan to divest its
Waters Chromatography and non-membrane bioscience businesses. In connection with
the proposed divestitures, the Company entered into executive termination
agreements with Douglas A. Berthiaume and Jack T. Johansen, senior officers of
the Waters Chromatography and the non-membrane bioscience business,
respectively, to ensure continuity of management until the sale of each business
is successfully completed.

The agreement with Mr. Berthiaume provides (i) if the sale of the Waters
Chromatography Division is successfully completed, he will receive a payment of
approximately four (4) times his annual compensation, which is reflected in the
"Summary Compensation Table" (p. 11), and (ii) if the sale price exceeds certain
minimums, he will be entitled to an additional incentive bonus. Further,
Millipore management will recommend to the Board of Directors that the vesting
schedule be accelerated for all stock options and Restricted Stock held by Mr.
Berthiaume as of the Closing Date.

The agreement with Mr. Johansen provides that upon the divestiture of the
bioscience business, he will receive a payment of approximately two (2) times
his annual compensation, which is reflected in the "Summary Compensation Table."
In addition, Mr. Johansen is entitled to receive an incentive bonus on the sale
of the bioscience business based on the "net cash proceeds" (a defined term
under the agreement) received from the sale by Millipore.

16
<PAGE> 19

<TABLE>
COMPARATIVE PERFORMANCE GRAPH

The graph below compares the five-year cumulative total return, including
the reinvestment of all dividends, starting from "100" on December 31, 1988
through December 31, 1993, among Millipore, the S&P 500 Index and the S&P
Manufacturing-Diversified Industrial Index (including Millipore). It assumes
$100 invested on December 31, 1988 in each of the two indices and in Millipore.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

<CAPTION>
S&P MANU-
FACTURING-
MEASUREMENT PERIOD DIVERSIFED
(FISCAL YEAR COVERED) S&P 500 INDUSTRIAL MILLIONS
--------------------- ------- ---------- --------
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 131.69 111.78 77.59
1990 127.60 110.80 106.77
1991 166.47 135.82 110.67
1992 179.15 147.22 107.39
1993 197.21 178.72 123.50
</TABLE>

The information which forms the basis for the graph above has been provided
by Standard & Poor's Compustat, a division of McGraw-Hill.

17
<PAGE> 20

OWNERSHIP OF MILLIPORE COMMON STOCK

<TABLE>
MANAGEMENT OWNERSHIP OF MILLIPORE COMMON STOCK

The following table sets forth information concerning the number of shares
of Millipore Common Stock, $1.00 par value, beneficially owned, directly or
indirectly, as of January 31, 1994, by each Director or nominee; each of the
five most highly compensated executive officers and all directors and executive
officers as a group. This information is based on information provided by each
Director, nominee and executive officer and the listing of such securities is
not necessarily an admission of beneficial ownership. Unless otherwise indicated
by footnote, the Director, nominee or officer held sole voting and investment
power over such shares.

<CAPTION>
NAME SHARES BENEFICIALLY OWNED(1) % OF CLASS
---------------------------------------------- ---------------------------- ----------
<S> <C> <C>
Charles D. Baker.............................. 4,450 *
Douglas A. Berthiaume......................... 99,806(2) *
Samuel C. Butler.............................. 2,030 *
John A. Gilmartin............................. 222,528 *
Mark Hoffman.................................. 6,250 *
Douglas B. Jacoby............................. 32,480 *
Jack T. Johansen.............................. 71,692 *
Gerald D. Laubach............................. 3,450 *
Steven Muller................................. 3,650(3) *
Geoffrey Nunes................................ 101,330 *
Thomas O. Pyle................................ 3,250 *
John F. Reno.................................. 1,000 *
James L. Vincent.............................. 2,000 *
All Directors and Executive Officers as a
Group (19 persons including those listed
above)...................................... 662,745(4)
</TABLE>

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

(1) Included in the shares listed as beneficially owned are (i) shares subject
to stock options under the Millipore Corporation 1989 Stock Option Plan for
Non-Employee Directors which the following directors have the right to
acquire within 60 days: Messrs. Baker, Hoffman, Laubach, Muller and Pyle,
3,250 shares each; Messrs. Butler and Vincent, 1000 shares each; and (ii)
shares subject to stock options under the Millipore Corporation 1985
Combined Stock Option Plan which the following executive officers have the
right to acquire within 60 days: Mr. Gilmartin, 174,350 shares; Mr.
Berthiaume, 71,906 shares; Mr. Nunes, 67,031 shares; Mr. Johansen, 59,500
shares; Mr. Jacoby, 28,880 shares.

(2) Of the shares owned by Mr. Berthiaume, 6,477 shares are held by his wife.
Mr. Berthiaume disclaims beneficial ownership of these shares.

(3) The 400 shares owned by Dr. Muller are held for his benefit under a deferred
compensation plan maintained by the John Hopkins University. Dr. Muller does
not have voting power over these shares.

(4) Includes 488,330 shares subject to acquisition by Directors and Officers
within 60 days through the exercise of stock options. The foregoing
aggregate figure represents approximately 2% of the issued and outstanding
stock on such date.

* No director or officer owns as much as 1.0% of Millipore stock.

Section 16(a) of the Securities Exchange Act of 1934 requires Millipore's
Directors and Officers and persons who own more than 10 percent of Millipore's
Common Stock to file with the Securities and Exchange Commission and the New
York Stock Exchange initial reports of ownership and reports of changes in
ownership of Millipore Common Stock. Millipore is required to disclose in its
proxy statement any failure to file these reports by the required due dates.

18
<PAGE> 21

All of these filing requirements were satisfied except that one executive
officer, Mr. John E. Lary, failed to file on a timely basis one report relating
to one transaction. Millipore has relied solely on written representations of
its Directors and Officers and copies of the reports they have filed with the
Securities and Exchange Commission.

APPROVAL OF AMENDMENT TO 1985 COMBINED STOCK OPTION PLAN

Management proposes that stockholders approve Amendments to the 1985
Combined Stock Option Plan to increase the shares available for the grant of
options by 1,000,000 shares and to conform the 1985 Plan to certain regulations
issued by the Treasury Department relating to "qualified performance-based
plans."

Description of the 1985 Plan

Millipore has traditionally maintained stock option plans in effect so that
options to purchase shares of Millipore Common Stock may be granted to key
employees as an incentive benefit to give them a proprietary interest in
Millipore and thereby align their long-term interests with those of Millipore's
stockholders. The 1985 Plan provides for the grant of both Non-Qualified Stock
Options and Incentive Stock Options ("ISOs"). The 1985 Plan provides certain
restrictions on the grant and exercise of ISOs: (1) no ISO granted prior to
February 1987 can become exercisable until all ISOs previously granted under
either the 1975 Plan or the 1985 Plan have been exercised or have lapsed; (2)
the 1985 Plan prohibits the granting of ISOs that first become exercisable in
any year for stock having a value (as of the time of grant) in excess of
$100,000; (3) no 10% stockholder may be granted an ISO; and (4) all ISOs must be
granted within 10 years of the effective date of the 1985 Plan (June 1, 1985).

The 1985 Plan provides that all options granted thereunder shall be
exercisable at a price of not less than 100% of the fair market value of
Millipore Common Stock on the date of grant, subject to adjustment by the Board
of Directors to reflect stock splits or stock dividends or to reduce the price
to not less than the fair market value of Millipore Common Stock on the date of
any such reduction. The fair market value shall be defined as the closing price
for Millipore stock on the New York Stock Exchange on the composite tape on the
last business day prior to the date on which the option was granted, or if no
sale of the stock shall have been made on the New York Stock Exchange on that
day, on the next preceding day on which there was a sale of such stock. As of
February 25, 1994, the fair market value for Millipore Common Stock, as quoted
on the New York Stock Exchange was $44.375 per share. Options can be exercised
by delivery of cash or shares of Millipore having a fair market value on the
date of delivery equal to the full purchase price.

Incentive Stock Options granted subsequent to 1986 and all Non-Qualified
Stock Options become exercisable in annual cumulative increments of 25%
commencing on the first anniversary of the date of grant. Options granted under
the 1985 Plan expire no later than ten years after the date of grant. In the
event of certain corporate transactions or a change in the Board of Directors
giving rise to an "impending change of control" all options previously granted
to certain executive officers become immediately exercisable (see "Executive
Termination Agreements," p. 15).

As of December 1993, all shares authorized under the 1985 Plan had been
exhausted so that options to key employees covering an aggregate of 157,738
shares (net of option expirations) had to be granted subject to stockholder
approval of this amendment; no shares remained available for future grant of
options. Accordingly, stockholders are being asked to approve an Amendment to
increase the number of shares available for stock option grants by an additional
1,000,000 shares in order that Management may continue its program of providing
an incentive benefit to its key employees. The Amendment was approved by the
Millipore Board of Directors on December 9, 1993.

In February, 1994, the Board of Directors further amended the 1985 Plan to
respond to proposed regulations under Section 162(m) of the Internal Revenue
Code relating to the deductibility for corporate income tax purposes of
compensation paid to certain executive officers (those Executive Officers named
in the Summary Compensation Table). Prior to issuance of the proposed
regulations, all compensation paid to executive officers was deductible as

19
<PAGE> 22

an "ordinary and necessary" business expense. As a result of the proposed
regulations, only the first $1,000,000 of such compensation (which includes the
grant of options to purchase shares of stock) is deductible unless paid pursuant
to a qualified performance based compensation plan, i.e., one that is
administered by outside directors; establishes objective standards for the
payment of such additional compensation and has been approved by stockholders.

Stock options granted to purchase shares of Millipore Common Stock
constitute a key component of each executive officer's compensation. Since the
award of such options could exceed the deductibility limitation, the Board of
Directors voted to amend the 1985 Plan to limit the number of stock options to
be granted over the remaining life of the 1985 Plan to each of the named
executive officers to 100,000 shares of Millipore Common Stock. It is
anticipated that a new Stock Option Plan with new individual limitations will be
submitted to stockholders in 1995.

The 1985 Plan is administered by the Management Development and
Compensation Committee (the "Committee") of the Board of Directors, the members
of which are ineligible to participate therein. All members of the Committee are
considered "outside directors". The Committee determines the persons to whom
options should be granted, the number of shares covered by each option, the
price per share (which may not be less than the fair market value of Millipore
Common Stock on the date of grant) and other terms and conditions of each
option. An employee of Millipore or any of its subsidiaries, including an
officer and a Director who is also an employee but excluding Directors who are
not employees, is eligible to receive options under the 1985 Plan. The criteria
for selecting employees eligible to receive options to purchase shares under the
1985 Plan include compensation guidelines as well as subjective factors. There
is no limit on the number of shares for which non-qualified options may be
granted to one employee except as noted above with respect to certain executive
officers.

During the optionee's lifetime, options under the 1985 Plan are exercisable
only by the optionee. Options expire upon termination of employment, except that
exercise after termination of employment is provided for in cases where
employment terminates on retirement or with the consent of Millipore or as a
result of incapacity or death.

The 1985 Plan also permits the making of loans to certain employees who
hold options in order to facilitate their exercise of those options. While
Millipore currently has no plans to make this loan procedure generally available
to option holders, the Board of Directors approved this procedure (which will be
administered by the Committee) in the belief that this would provide Millipore
management with an important incentive benefit. It is contemplated that the
criteria for the grant of any such loans will be the need (A) to attract and
retain top management personnel, and (B) to be responsive on an individual basis
to extraordinary circumstances of highly valued Millipore employees. Should any
loan be made it is expected it will bear interest at the then prevailing rate.

Millipore receives no consideration for the grant of stock options. Under
current provisions of the Internal Revenue Code, upon the exercise of
Non-Qualified Options an optionee will recognize ordinary taxable income in the
amount of the excess of the fair market value of Millipore stock on the date of
exercise over the option price and Millipore will be entitled to a tax deduction
in the same amount. By contrast, there is no taxable income realized by an
optionee upon the exercise of an ISO. However, the amount by which the fair
market value of the shares purchased exceeds the ISO option price will be an
item of tax preference that may be subject to the alternative minimum tax on tax
preference items, depending upon the optionee's individual tax situation. Due to
the elimination of preferential long-term capital gains tax rates by the Tax
Reform Act of 1986, at the time of sale or other disposition of such shares, the
excess of the sale price over the ISO option price will be taxable at ordinary
income tax rates.

For information with respect to options outstanding under the 1985 Plan and
the number of shares granted to those employees selected in 1993 to receive
options under the 1985 Plan, see "Stock Options Granted in 1993" (p. 13).

20
<PAGE> 23

Reasons for the Amendments to the 1985 Plan

Management believes that the proposed Amendments will enable Millipore to
continue its program of providing key employees an incentive benefit to give
them a proprietary interest in Millipore and thereby align their long-term
interests with those of Millipore's stockholders. Stockholder approval of the
increase in the number of shares available under the 1985 Plan is required by
its provisions. Stockholder approval of the Amendment to include the grant of
stock options to purchase shares of Millipore Common Stock as qualified
performance based compensation is necessary to continue the program of granting
stock options to certain executive officers as a means of aligning their
long-term interests with those of Millipore's Stockholders. In the event
Stockholders fail to approve the Amendments to the 1985 Plan, options granted
prior to Stockholder approval will be canceled and no further options will be
granted under the 1985 Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENTS TO
THE 1985 COMBINED STOCK OPTION PLAN BY THE STOCKHOLDERS OF MILLIPORE.

OTHER PRINCIPAL HOLDERS OF MILLIPORE COMMON STOCK

As of February 25, 1994, the following persons are believed by Millipore to
be the beneficial owners of more than 5% of Millipore Common Stock, Millipore's
only class of voting securities:

<TABLE>
<CAPTION>
Amount and nature
of beneficial Percent
Name and address of beneficial owner ownership of class
- --------------------------------------------------------------------- ----------------- --------
<S> <C> <C>
The Regents of the University of California.......................... 1,674,800(1) 5.99%
2199 Addison Street
Berkeley, CA 94720

State Street Research & Management Company........................... 1,870,400(2) 6.69%
One Financial Center
Boston, MA 02111
(a wholly-owned subsidiary of Metropolitan Life Insurance Company)
</TABLE>

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

(1) Sole voting and dispositive power with respect to all of such shares.

(2) Sole dispositive power with respect to all of such shares; sole voting power
with respect to 1,757,400 shares. All shares are owned by clients of State
Street Research & Management Company (a registered investment adviser).
State Street Research & Management Company disclaims beneficial interest in
all of the shares reported.

The foregoing information is based upon Schedule 13G reports filed with the
Securities and Exchange Commission by the above beneficial owners in February
1994.

ACCOUNTANTS

Since 1970, Coopers & Lybrand, independent public accountants, have
reported on Millipore's annual financial statements, and management, based upon
the recommendation of the Audit and Finance Committee of the Board of Directors,
has elected that firm as Millipore's independent public accountants for fiscal
1994. The Audit and Finance Committee has also reviewed and approved the scope
and nature of the services to be performed for Millipore by Coopers & Lybrand.
Representatives of Coopers & Lybrand are expected to be present at the Annual
Meeting to

21
<PAGE> 24

make a statement if they wish to do so, and to respond to appropriate
stockholder questions. See "Management and Election of Directors" for names of
those Directors comprising the Audit and Finance Committee.

Millipore's financial statements for 1993 were examined and reported upon
by Coopers & Lybrand. In connection with this examination they also reviewed
Millipore's Annual Report, its quarterly financial statements and its filings
with the Securities and Exchange Commission, examined and reported upon the
financial statements of Millipore's retirement plans, and provided consultation
concerning the financial statement implications of various matters under
consideration.

STOCKHOLDER PROPOSALS

The deadline for receipt of stockholder proposals for inclusion in
Millipore's 1994 Proxy Statement is November 14, 1994. To be included, all
proposals must be in conformity with the rules of the Securities and Exchange
Commission and must be received by Millipore at 80 Ashby Road, Bedford,
Massachusetts 01730. Attention: Geoffrey Nunes, Senior Vice President and
General Counsel, on or before the foregoing date.

FORM 10-K ANNUAL REPORT

Stockholders may obtain without charge a copy of Millipore's Annual Report
on Form 10-K for the year ended December 31, 1993, by writing to John S. Glass,
Director of Investor Relations, Millipore Corporation, 80 Ashby Road, Bedford,
Massachusetts 01730.

OTHER BUSINESS

The Board of Directors is not aware of any other business to come before
the Annual Meeting. However, if other matters properly come before the meeting,
it is the intention of the persons named in the enclosed form of proxy to vote
such proxy in accordance with their judgment as to such matters.

Millipore Corporation

March 18, 1994

22
<PAGE> 25
As amended through 2/94
MILLIPORE 1985 COMBINED STOCK OPTION PLAN

1. PURPOSES OF THE PLAN
This Plan is intended to advance the interests of Millipore
Corporation (the "Corporation"), its subsidiaries and all its stockholders by
providing that those employees who are responsible for the management and
growth of the business of the Corporation and who are making and can continue
to make substantial contributions to the success of that business, may acquire
a stock ownership in the Corporation, thus increasing their proprietary
interest in the business, providing them with greater incentive and encouraging
their continued service. Accordingly, the Corporation will grant to such
employees as may be selected in the manner hereinafter provided, options to
purchase shares of Common Stock of the Corporation subject to the conditions
hereinafter provided.
1A. TYPE OF OPTIONS AVAILABLE UNDER THIS PLAN
Subject to the conditions hereinafter provided, two types of options
are to be available under this Plan. They are in name, "Incentive Stock
Options" and "Non-Qualified Stock Options."
2. STOCK SUBJECT TO THE PLAN
Subject to the provisions of the next succeeding paragraph, the
aggregate number of shares of common stock for which options may be granted
under this Plan shall not exceed 750,000 shares of the common stock ($1.00 par
value) of the Corporation (1,500,000 shares giving effect to the February 20,
1986 stock dividend); 3,000,000 shares giving effect to the Board of Directors
approval of an amendment in December, 1989 increasing the number of shares by
1,500,000 and approved by the stockholders at the 1990 Annual Meeting of
Stockholders; and 4,000,000 shares giving effect to the Board of Directors
approval of an amendment in February, 1994 increasing the number of shares by
1,000,000, subject to approval by the stockholders at the 1994 Annual Meeting.
<PAGE> 26
If, prior to February 27, 1995, an option granted under this Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares shall (unless this Plan shall have been terminated)
become available for options to other employees.
The shares to be issued upon exercise of options granted under this
Plan shall be made available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of common stock of the
Corporation or from the shares of common stock re-acquired by the Corporation,
including shares purchased in the open market.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Management Development Committee
of the Board of Directors of the Corporation which shall consist of at least
three members (the "Committee"), and which shall be appointed by the Board and
serve at its pleasure. No member of the Committee shall be eligible, while he
is a member, to participate in the Plan.
Subject to review by the Board of Directors, the Committee from time
to time shall recommend those employees to whom options are to be granted under
the Plan, the number of shares, the purchase price per share and the other
terms and conditions of each such option. Upon appropriate action by the
Committee, stock options shall be granted upon the terms and conditions set
forth in the Plan and such additional terms and conditions not inconsistent
therewith as the Committee may require.
4. PRICE
The purchase price per share of stock provided in each option shall
not be less than the fair market value of the stock at the time the option is
granted, nor less than the then par value thereof. The fair market value shall
be defined as the closing price for the Corporation's stock on the New York
Stock Exchange as reported on the composite tape on the last business day prior
to the date on which the option was granted, of if no sale of the stock shall
have been made on the New York Stock Exchange on that

2
<PAGE> 27
day, on the next preceding day on which there was a sale of such stock.
5. ELIGIBILITY OF OPTIONEES
Options will be granted only to persons who are employees of the
Corporation or of a wholly-owned subsidiary of the Corporation. No employee
who, at the time the option is granted, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of Millipore
or any of its subsidiaries will be eligible to receive an Incentive Stock
Option under this Plan. The term "employees" shall include officers as well as
other employees of the Corporation and its subsidiaries. No member of the
Board of Directors who is not also an employee or consultant shall be eligible
to receive an option under this Plan.
Effective as of February 9, 1994 (subject to stockholder approval at
the 1994 Annual Meeting of Stockholders), the number of shares available for
options which may be granted to certain executive officers during the remaining
life of the Plan shall be limited to 100,000 shares for each such officer.
6. TERMS AND CONDITIONS OF OPTIONS
Subject to the provisions of this Plan, the Committee shall have
power: (a) to select the employees to be granted options (it being understood
that more than one option may be granted to the same person); (b) to determine
the number of shares subject to each option; (c) to determine the type of
option to be granted to each employee; (d) to determine the time or times when
the options will be granted; (e) to determine the option price of the shares
subject to each option, which price shall not be less than the minimum
specified in Section 4 of this Plan; (f) to determine the time or times when
each option may be exercised within the limits stated in this Plan; (g) to
establish the terms of any restrictions applicable to shares of Common Stock
issuable upon exercise of options granted under the Plan; and (h) to prescribe
the form, which shall be consistent with this Plan, of the instruments
evidencing any options granted under this Plan.

3
<PAGE> 28
Each Incentive Stock Option granted under this Plan shall be granted
within 10 years of the adoption of this Plan by the Board of Directors or its
approval by the shareholders, whichever is earlier.
Each option granted under this Plan shall terminate not later than ten
years after the date on which it was granted. The Board of Directors may, in
its discretion, prescribe a shorter period for any individual option or
options.
In addition to the other terms and conditions for Non-qualified
Options set forth in this Plan, each Incentive Stock Option granted under this
Plan shall be subject to the following conditions:
a) The option will be a separate instrument bearing the
heading "Incentive Stock Option".
b) The option will contain terms specifying that it will not
be exercisable until all Incentive Stock Options granted prior to it have been
exercised or have lapsed by the passage of time.
c) The aggregate fair market value (determined at the date of
grant) of Incentive Stock Options which an eligible employee can exercise in
any one year (valued on the date of grant) shall not exceed the sum of $100,000
plus any unused limit carryover [calculated in accordance with I.R.C. Section
422A(c)(4)] for any one calendar year.
d) Each option, by its terms, will commit the optionee to
inform the Corporation in writing of any disposition of shares (acquired by him
under the option) prior to two years from the date of grant or one year from
the date of exercise.
An employee electing to exercise an option shall give written notice
to the Corporation of such election and of the number of shares he has elected
to purchase, the type of option he is exercising (Incentive Stock Option or
Non-Qualified Stock Option), and shall at the time of purchase tender the full
purchase price either in (a) cash or certified check or by bank draft in U.S.
dollars, (b) shares of Millipore Common Stock having a market value on the date
of delivery equal to the full purchase price or, if

4
<PAGE> 29
authorized in accordance with Section 7 below, a promissory note having a face
value equal to the full purchase price. Until the employee has made such
payment, by any of these means, and has had issued to him a certificate or
certificates for the shares so purchased, he shall possess no stockholder
rights with respect to any such share or shares.
The Corporation's obligation to deliver shares upon the exercise of
any option (or cash in lieu thereof as provided below) shall be subject to any
applicable Federal, State and local tax withholding requirements. Options
granted under the Plan may provide, in addition, that the Corporation shall
also have the right, in lieu of delivering any or all shares, as to which an
option has been exercised to elect to pay the optionee a sum in cash equal to
the difference between the fair market value of such shares on the date of
exercise and the purchase price that would otherwise be payable by the
optionee to acquire such shares.
7. AUTHORIZATION TO MAKE LOANS
The Committee shall have the authority to authorize and approve the
granting of loans by the Corporation to certain employees who are option
holders to facilitate their exercise of options. Such loans shall be made to
those optionees, and shall be at an interest rate, have a due date, be
collateralized and carry such other terms all as shall be recommended by the
Chairman and the President and as approved by the Committee. The authorization
of any such loans shall be at the sole discretion of the Committee which shall
be empowered to impose such additional terms and conditions, which may vary
from loan to loan, and which may include an agreement to remain in the employ
of the Corporation for a fixed period, as it shall deem appropriate.
8. CAPITAL CHANGES
This Plan shall continue (unless specifically terminated)
notwithstanding changes of the shares of common stock of the Corporation ($1.00
par value) into, or any exchange of them for, a different number and/or kind of
shares of stock of this Corporation. It is intended that options granted
thereunder shall

5
<PAGE> 30
continue notwithstanding any such changes or exchanges and notwithstanding
any changes or exchanges of such shares into or for shares of another
corporation which succeeds to the business of the Corporation or becomes
related to it, whether or not such change or exchange results from a
recapitalization, split-up, corporate merger, reorganization, consolidation or
separation, acquisition of property for stock, stock dividend, issuance of
stock rights, liquidation or otherwise. In the event of such a change or
exchange, to carry out such intention, an appropriate adjustment shall be made
in the shares on which options may be granted and in the shares subject to
option and the purchase price of same with respect to options theretofore
granted, provided that an optionee shall not be given additional benefits which
he did not have under the old option before such adjustment, substitution or
assumption and provided further that the excess of the aggregate fair market
value of the shares subject to option, over the aggregate option price, is not
increased, but the option shall not become exercisable as to a fractional
share. Subject to the foregoing limitations the terms of any such adjustment
shall be determined by the Board of Directors and such determination made in
good faith shall be final, provided that if another corporation assumes the
option or substitutes another option its determination of the terms shall be
final.
9. NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF OPTIONS
No option granted under the Plan shall be assignable or transferable
by the optionee other than to the Corporation except by his last will and
testament, or by the laws of descent and distribution, and such option shall be
exercised during his lifetime only by the optionee.
10. TERMINATION OF ASSOCIATION
If and when an optionee shall cease to be an employee of the
Corporation (or a subsidiary), any option granted to him under this Plan shall,
except as otherwise provided in this Section 10, terminate immediately.

6
<PAGE> 31
The Corporation may, either in the instrument evidencing the option or
in a written instrument delivered at any time subsequent to the granting of the
option, provide for an optionee a special exercise period which will apply if
his employment terminates due to retirement at normal retirement age (as
defined in the Corporation's Retirement Plan) or he terminates his employment
earlier with consent of the Corporation. The special exercise period will
begin on his termination and will end on the earlier of up to the fifth
anniversary of his termination and the original expiration date of the option.
During such period the option will be exercisable to the extent it would have
been exercisable had the optionee remained in the employ of the corporation.
Any question whether or when an optionee has retired or terminated his
employment with the consent of the Corporation shall be determined by the
Committee, and its determination shall be final.
If an optionee dies while employed by the Corporation (or a
subsidiary) or during a special exercise period provided under this Section 10,
his option may be exercised in accordance with Section 11.
Notwithstanding the provisions of the preceding paragraph the
Corporation shall have the right, but shall not be required, to repurchase from
any employee who terminates his employment without the consent and approval of
the Corporation, within six months of the exercise of any option, the shares of
the Corporation's Common Stock so purchased by said employee at their original
price (or exercise) price.
11. DEATH OF OPTIONEE
Should an optionee die while in the employ of the Corporation (or a
subsidiary), or within a special exercise period provided to him under Section
10, any option held by him at death may be exercised by his estate, or by the
person or persons designed in his last will and testament, as follows: In the
case of death during employment, each option will be exercisable until the
earlier of the first anniversary of his death and the original expiration date
of the option to the extent the option was

7
<PAGE> 32
exercisable by the optionee at the time of death. In the case of death during
a special exercise period, each option will be exercisable during the remainder
of such period to the extent it would have been exercisable had the employee
lived.
12. ADOPTION OF OUTSTANDING OPTIONS OF ACQUIRED COMPANIES
The Board of Directors of the Corporation may adopt as Options under
this Plan outstanding options of acquired companies (whether issued pursuant to
an appropriately authorized and adopted stock option plan or not) provided that
the option or options thus adopted are on terms and conditions that would have
been permitted as an Option granted under this Plan as of the original date of
grant by the acquired corporation. Such Options as adopted may provide for pro
rata changes in exercise prices and in number of shares covered by the option
to reflect the exchange ratio involved in any acquisition in which common stock
of this Corporation is issued to holders of common stock of the acquired
corporation.
13. AMENDMENTS TO THE PLAN
The Board of Directors of the Corporation or the shareholders may terminate or
amend the Plan in any respect at any time, except that (a) no action of the
Board or the shareholders may alter or impair an optionee's rights under any
outstanding option without his consent, and (b) without the approval of the
shareholders, the total number of shares that may be sold under the Plan may
not be increased (except by adjustment pursuant to Section 8), the provisions
of Section 5, regarding eligibility, may be not be modified, the purchase price
at which shares may be offered pursuant to options may not be reduced (except
by adjustment pursuant to Section 8) and the expiration date of the Plan may
not be extended. Nothing herein contained shall, however, be deemed to prevent
the Committee from authorizing amendments of outstanding options including
without limitation the reduction of the option prices specified therein (or the
granting of new options at lower prices upon cancellation of outstanding
options), so long as all options granted hereunder outstanding at any one time
shall not call for issuance of more shares of common stock than those

8
<PAGE> 33
provided for in Section 2 hereof and so long as the provisions of any amended
option would have been permissible under the Plan if such option had been
originally granted as of the date of such amendment with such amended terms.
No termination, modification, or amendment of the Plan may, without the consent
of the employee to whom any option shall theretofore have been granted,
materially adversely affect the rights of such employee under such option.
14. APPLICATION OF FUNDS
The proceeds received by the Corporation pursuant to options granted
under this Plan will be used for general corporate purposes.
15. EFFECTIVE DATE OF THE PLAN
This Plan shall be submitted to the shareholders of the Corporation at
the annual meeting in 1986 and, if approved by the shareholders, shall
thereupon become effective.
16. TERMINATION DATE OF THE PLAN
This Plan shall terminate 10 years from the date this Plan is adopted
by the Board of Directors, unless another earlier time is prescribed by the
Board of Directors.

9
<PAGE> 34
PROXY

MILLIPORE CORPORATION

Annual Meeting of Stockholders April 21, 1994

The undersigned hereby constitutes and appoints JOHN A. GILMARTIN,
MICHAEL P. CARROLL and GEOFFREY NUNES and each of them singly, proxies and
attorneys of the undersigned with full power of substitution, to vote all
shares of Common Stock of Millipore Corporation ("Millipore") held by the
undersigned or in respect of which the undersigned would be entitled to vote or
act at the Annual Meeting of stockholders of Millipore to be held in Bedford,
Massachusetts, on April 21, 1994 and any adjournments of said meeting (except
as expressly limited on the reverse side) which the undersigned would possess
if personally present. All proxies heretofore given by the undersigned in
respect of said meeting are hereby revoked.

(CONTINUED ON REVERSE SIDE)

/X/ Please mark
votes as in
this example.

This proxy is solicited on behalf of the Board of Directors and unless
otherwise specified in the boxes provided, this proxy will be voted IN FAVOR of
all nominees, FOR proposal 2, and in the discretion of the named proxies as to
any other matter that may come before the meeting.

1. Election of directors
The undersigned GRANTS authority to elect as
directors the following nominees:
NOMINEES: John A. Gilmartin, Mark Hoffman,
John F. Reno
FOR WITHHELD
/ / / /

/ /_____________________________________
For all nominees except as noted above

2. Amendment of the Millipore
Corporation 1985 Combined FOR AGAINST ABSTAIN
Stock Option Plan to increase / / / / / /
the number of shares available
for options by 1,000,000 and
to limit the number of shares
available for options which
may be granted to certain
executive officers under the
Plan.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT

Please sign exactly as name appears hereon. Joint Owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.

Signature: ________________________________ Date __________