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                                                                    Exhibit 10.2

Dear _________________:

This letter will serve to confirm our agreement with respect to the deferral of
your annual compensation as a Millipore Director.

     1. Millipore Corporation ("Millipore" or the "Corporation") will effective
as of ____________ establish in your name a book reserve (the "Deferred
Compensation Account") in the amount of $4,900. Starting on that date and
continuing during your service as a Director, Millipore will make the following
additional credits to your Deferred Compensation Account:

          (a) On May 1, ____ and each May 1 thereafter for so long as you shall
          serve as a Director of Millipore, the amount equal to your annual
          retainer payable on the date of the Annual Meeting of Stockholders.

          (b) On May 1 of each year, any and all retainers to which you may be
          entitled as a Chairman of a Committee of the Board of Directors of
          Millipore.

          (c) On the first day of January, April, July, and October of each
          year, an amount equal to all fees which would otherwise be payable to
          you in consideration of your attendance at any and all meetings of the
          Board of Directors of Millipore or any Committee thereof (regular or
          special on which you serve) which took place in the prior three (3)
          month period.

     2. Interest will be earned on the amount in your Deferred Compensation
Account at the rate Millipore would pay on a senior 10 year Corporate note given
the company's debt rating at the time of calculation. If Millipore does not have
a debt rating, the rate will be its marginal 10 year senior borrowing rate. The
interest rate will be adjusted once a year in January.

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     3. Title to and beneficial ownership of the Deferred Compensation Account
shall at all times remain in the Corporation and you and your designated
beneficiary shall not have any proprietary interest therein.

     4. The amount credited to your Deferred Compensation will be paid to you in
cash as follows:

          (a) Upon retirement from the Board in ten (10) equal annual
          installment payable on the first day of each year starting with the
          year subsequent to retirement.

          (b) If you should die after retirement and before the ten (10) annual
          installments are completed, the unpaid balance will continue to be
          paid in installments to your designated beneficiary in the same manner
          as set forth in subparagraph (a) above; and if your designated
          beneficiary shall die before a total of ten (10) such annual
          installments are completed, then the unpaid balance will be paid in a
          lump sum to the estate of such designated beneficiary.

          (c) If you should die before retirement from the Board, Millipore
          shall make ten (10) annual payments to your designated beneficiary in
          the same manner as set forth in subparagraph (a) above.

          (d) You may, of course, change your designated beneficiary at any time
          by giving giving Millipore written notice thereof and, if you fail to
          designate a beneficiary, all amounts payable under 4(b) and 4(c) shall
          be paid to your estate.

     5. You may at any time on written notice, terminate this agreement as to
the deferral of all fees to be earned subsequent to said notice of termination;
however, all amounts in your Deferred Compensation Account shall remain therein
and be paid to you in accordance with the provisions of paragraph 4 hereof.

     6. Nothing contained herein shall create a trust or escrow account of any
kind between you and Millipore. All shares and all funds which are subject to
this Agreement shall continue for all purposes to be part of the general funds
of Millipore.

     7. This Agreement shall be binding upon Millipore and its successors and
assigns. Your interest in your Deferred Compensation Account may not be assigned
pledged or hypothecated.


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Your signature in the space provided below constitutes your acceptance of, and
willingness to be bound by, the foregoing.

Very truly yours,

MILLIPORE CORPORATION



By:
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   Vice President


Agreed to and accepted this                  day of               ,         .
                            ----------------        --------------- ---------


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Social Security Number



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Beneficiary