<PAGE>
 
                                 EXHIBIT 10.13 


           NOTE PURCHASE AND EXCHANGE AGREEMENT, AS AMENDED THROUGH 
             NOVEMBER 2, 1998, BETWEEN MILLIPORE CORPORATION AND 
                      METROPOLITAN LIFE INSURANCE COMPANY

<PAGE>
 
                             MILLIPORE CORPORATION

                      METROPOLITAN LIFE INSURANCE COMPANY

                                   AMENDMENT
                                      To
                     NOTE PURCHASE AND EXCHANGE AGREEMENT
                                        
     THIS AMENDMENT, dated November 2, 1998 to the Millipore Corporation Note
Purchase and Exchange Agreement, dated March 3, 1994, as heretofore amended
(including the Amendment Agreement, dated March 21, 1997) (collectively the
"Purchase Agreement"), between Metropolitan Life Insurance Company (the
"Noteholder") and Millipore Corporation (the "Company").

     WHEREAS, Noteholder and the Company have entered into the Purchase
Agreement providing for the issue and sale (and subsequent exchange) of
$100,000,000 of the Company's 6.78% Senior Notes, due March 3, 2004 (the
"Notes") to the Noteholder;

     WHEREAS, Pursuant to (S)10.2 of the Purchase Agreement, the Company and
Noteholder wish to modify the Purchase Agreement;

     NOW THEREFORE in consideration of the premises and the covenants and
agreements contained herein the parties agree, subject to paragraph 5 hereof,
that:

     1.  The effective date of this Amendment Agreement shall be September 30,
1998 (the "Effective Date"). Except as otherwise specifically provided herein,
all capitalized terms used herein shall have the respective meanings given to
them in the Purchase Agreement.

     2.  The Noteholder hereby permanently waives the Debt Test Default under
(S)6.9 of the Purchase Agreement that occurred as of the end of the Company's
fiscal quarter ended September 30, 1998.

<PAGE>
 
     3.  As of the Effective Date the Purchase Agreement is hereby amended as
follows:

A.  The term EBITDA shall have the following meaning:

     "EBITDA.  For any period, without duplication, Consolidated Net Income (or
      ------                                                                   
  Deficit) plus (a) Consolidated Total Interest Expense, (b) income taxes, (c)
           ----                                                               
  depreciation expense, (d) amortization expense, (e) restructuring charges and
  other one time expense items as identified by the Company in the press release
  announcing the Company's third quarter 1998 financial results, not to exceed
  $55,000,000 in the aggregate, before tax benefits, taken as a special charge
  to the extent deducted from Consolidated Net Income (or Deficit) in the
  quarter ending September 30, 1998, minus one time gains of $35,594,000, on the
  sale of Perkin-Elmer stock recognized in the fiscal quarter ended March 31,
  1998, to the extent that such gains were added to Consolidated Net Income;
  provided that, for purposes of calculating the financial covenants pursuant to
  (S)6.9(a), the portion of EBITDA derived from Subsidiaries acquired since the
  date of the most recent financial statements delivered to the Noteholder
  pursuant to (S)6.6 hereof shall be included in the calculation of EBITDA if
  (i) the financial statements of such acquired Subsidiaries have been audited
  for the period sought to be included by an independent accounting firm
  satisfactory to you or (ii) you consent to such inclusion."

B. (S)6.9(a) is amended in its entirety to read as follows:

     "(1)  Funded Debt to EBITDA Ratio.  As of the end of any fiscal quarter of
           ---------------------------   
the Company, the ratio of (a) Funded Debt as at the end of such quarter to (b)
EBITDA for the period of four (4) consecutive fiscal quarters ending on such
date shall not exceed the stated ratio for the periods set forth below:

<PAGE>
 
<TABLE>
<CAPTION>
--------------------------------------------------------------------------- 
FOR THE QUARTERS ENDING:                            RATIO
--------------------------------------------------------------------------- 
<S>                                               <C>                      
          9/30/98                                 4.50:1.00                
---------------------------------------------------------------------------
         12/31/98                                 5.25:1.00                
---------------------------------------------------------------------------
          3/31/99                                 5.15:1.00                
---------------------------------------------------------------------------
          6/30/99                                 5.00:1.00                
---------------------------------------------------------------------------
          9/30/99                                 4.25:1.00                
---------------------------------------------------------------------------
         12/31/99                                 3.50:1.00                
---------------------------------------------------------------------------
          3/31/00                                 3.00:1.00                
---------------------------------------------------------------------------
          6/30/00                                 2.75:1.00                
---------------------------------------------------------------------------
        Thereafter                                2.50:1.00                
---------------------------------------------------------------------------
</TABLE>

     "(2)  Interest Coverage Ratio.  As of the end of any fiscal quarter, the
           -----------------------   
ratio of (a) EBITDA minus Capital Expenditures for the period of four (4)
             -----                                                            
consecutive fiscal quarters ending on such date to (b) Consolidated Total
Interest Expense for the period of four (4) consecutive fiscal quarters ending
on such date shall not be less than the stated ratio for the periods set forth
below:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------- 
FOR THE QUARTERS ENDING:                            RATIO
--------------------------------------------------------------------------- 
<S>                                               <C>                      
          9/30/98                                 1.25:1.00                
---------------------------------------------------------------------------
         12/31/98                                 0.70:1.00                
---------------------------------------------------------------------------
          3/31/99                                 1.00:1.00                
---------------------------------------------------------------------------
          6/30/99                                 1.25:1.00                
---------------------------------------------------------------------------
          9/30/99                                 2.25:1.00                
---------------------------------------------------------------------------
         12/31/99                                 3.25:1.00                
---------------------------------------------------------------------------
          3/31/00                                 3.75:1.00                
---------------------------------------------------------------------------
        Thereafter                                4.00:1.00                
---------------------------------------------------------------------------
</TABLE>

     "(3)  Minimum EBITDA.  As of the end of any fiscal quarter in which the
           --------------   
Funded Debt to EBITDA ratio exceeds 2.50:1.00, EBITDA for the period of four (4)
consecutive fiscal quarters ending on such date shall be not less than the
amount set forth below:

<PAGE>
 
<TABLE>
<CAPTION>
---------------------------------------------------------------------------  
FOR THE FOUR FISCAL QUARTERS ENDING:                 EBITDA
---------------------------------------------------------------------------  
<S>                                               <C> 
          9/30/98                                 $ 100,000,000
---------------------------------------------------------------------------  
         12/31/98                                 $  90,000,000
---------------------------------------------------------------------------  
          3/31/99                                 $  93,000,000
---------------------------------------------------------------------------  
          6/30/99                                 $  95,000,000
---------------------------------------------------------------------------  
          9/30/99                                 $ 112,500,000
---------------------------------------------------------------------------  
         12/31/99                                 $ 130,000,000
---------------------------------------------------------------------------  
          3/31/00                                 $ 150,000,000
---------------------------------------------------------------------------  
        Thereafter                                $ 165,000,000"
---------------------------------------------------------------------------  
</TABLE>

     4.  Attached hereto as Annex A is a true and correct copy of the Company's
press release referred to in the definition of EBITDA in paragraph 3A above.

     5.  Unless the Noteholder shall have received payment of one of the
following amounts on or before November 30, 1998:

(i)  an amendment fee of $1,500,000 to the Noteholder by wire transfer of
     immediately available funds; or

(ii) prepayment by wire transfer of immediately available funds equal to
     $50,000,000 of the aggregate principal amount of the Notes together with
     interest thereon at the rate of 6.88% from the most recent interest payment
     date to which interest has been paid to the date of payment hereunder, but
     without premium;

then, in such event, effective as of November 2, 1998, the Company shall pay
interest to the Noteholder at the rate of 7.23% in lieu of the face rate of
6.78% for the Notes.  This increased interest rate shall be payable only to the
Noteholder for so long as the Noteholder shall be the registered owner of the
Notes and shall not be payable to any subsequent purchaser of the Notes.  In the
event that the interest rate shall be increased as aforesaid, the Company agrees
to deliver to the Noteholder such representations, corporate documents and
opinions of the Company's General Counsel as the Noteholder may reasonably
request.

<PAGE>
 
     6.  Except as specifically provided herein, the Purchase Agreement shall
remain unchanged and in full force and effect.


     IN WITNESS WHEREOF, this instrument has been executed on the date first
above written.


METROPOLITAN LIFE INSURANCE COMPANY          MILLIPORE CORPORATION


By:   ________________________               By:   _________________________

Date: ________________________               Date: _________________________

<PAGE>
 
                                    ANNEX A
   TO AMENDMENT DATED NOVEMBER 2, 1998 TO NOTE PURCHASE & EXCHANGE AGREEMENT
   -------------------------------------------------------------------------
                                        

INVESTOR CONTACT                             MEDIA CONTACT
----------------                             -------------
Geoffrey Helliwell                           Thomas Anderson
Director, Treasury Operations                Director, Corporate Communications
(781) 533-2032                               (781) 533-2225
(800) 225-3384                               (800) 225-3384 
Geoffrey_Helliwell@millipore.com             Thomas_Anderson@millipore.com
 

                   MILLIPORE ANNOUNCES THIRD QUARTER RESULTS

Bedford, Massachusetts, October 14, 1998 - Millipore Corporation (NYSE/MIL)
announced today that its third quarter revenues were $159 million, down 14
percent from the same period last year.  In local currency, revenues were down
10 percent.  For the first nine months of 1998, revenues were down 6 percent, 2
percent in local currency.

Millipore reported a loss of $0.96 per share for the third quarter compared to a
profit of $0.48 per share for the same period last year.  The loss for the third
quarter includes a restructuring charge of $33.6 million, charges for unusual
items of $15.2 million and charges related to discontinued operations of $7.5
million.  These charges are detailed in the attached schedule.  Excluding the
restructuring charges and unusual items from both periods Millipore would have
reported a loss of $0.06 per share in the third quarter from continuing
operations versus a gain of $0.39 per share for the same period last year.

The restructuring actions were initiated in July of this year.  These actions,
combined with the savings from Millipore's microelectronics plant consolidation,
are expected to yield annual savings of $38 million.  There were 620 full-time
and temporary positions out of a base of 4,800 affected by these actions, most
of which were in Millipore's microelectronics business.

Commenting on the results for the quarter, C. William Zadel, Millipore's
Chairman and CEO said:  "We expected this would be a difficult quarter.  We
forecasted in our pre-announcement that microelectronics revenues would be soft
and, in fact, they were down 42 percent in local currency, due to the continued
slowdown in the microelectronics industry, compounded by the Asian financial
crisis.  Analytical sales were negatively influenced by the recession in Japan,
which reduced the sales growth rate to 3% in local currency.

"On a more positive note, we achieved double-digit growth in our
biopharmaceutical business," continued Zadel. "This result reflects the strength
of the biotechnology and pharmaceutical industry, and the products and expertise
we bring to them."

"Our restructuring and streamlining efforts are beginning to yield positive
results," added Zadel.  "We are responding to market conditions, and are making
sensible adjustments that will improve our profitability for both the short and
long term. At the same time we continue to invest in key R&D and product
programs essential for our future growth. "

<PAGE>
 
Earnings for the year to date from continuing operations, excluding non-
recurring charges and unusual items, were $0.42 per share compared with $1.22
per share last year.

Millipore's revenue growth by market and by geographic region was as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                             Q-3      Q-3      %         % Growth
                             1997     1998   Growth   Local Currency
                            -----    -----   ------   --------------
<S>                         <C>      <C>     <C>      <C> 
MICROELECTRONICS MFG.       $  66    $  35    (47)%       (42)%

BIOPHARMACEUTICAL MFG.         49       55     12 %        15 %

ANALYTICAL LABORATORY          70       69     (1)%         3 %
                            -----    -----    ----        ----
              TOTAL         $ 185    $ 159    (14)%       (10)%
 
 
                             Q-3      Q-3      %         % Growth
                             1997     1998   Growth   Local Currency
                            -----    -----   ------   --------------

AMERICAS                    $  79    $  68    (14)%       (13)%
EUROPE                         50       54      8 %         7 %
ASIA / PACIFIC                 56       37    (34)%       (21)%
                            -----    -----    ----        ----
              TOTAL         $ 185    $ 159    (14)%       (10)%
----------------------------------------------------------------------------
</TABLE>

Millipore is a multinational, high technology company that applies its
purification technology to critical research and manufacturing problems in the
microelectronics, biopharmaceutical and analytical laboratory markets.

THE MATTERS DISCUSSED HEREIN, AS WELL AS IN FUTURE ORAL AND WRITTEN STATEMENTS
BY MANAGEMENT OF THE COMPANY, THAT ARE FORWARD-LOOKING STATEMENTS, ARE BASED ON
CURRENT MANAGEMENT EXPECTATIONS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS EXPRESSED
IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS.  POTENTIAL RISKS AND
UNCERTAINTIES THAT COULD AFFECT THE COMPANY'S FUTURE OPERATING RESULTS INCLUDE,
WITHOUT LIMITATION, FOREIGN EXCHANGE RATES; INCREASED REGULATORY CONCERNS ON THE
PART OF THE BIOPHARMACEUTICAL INDUSTRY; FURTHER CONSOLIDATION OF DRUG
MANUFACTURERS; COMPETITIVE FACTORS SUCH AS NEW MEMBRANE TECHNOLOGY, AND/OR A NEW
METHOD OF CHIP MANUFACTURE WHICH RELIES LESS HEAVILY ON PURIFIED CHEMICALS AND
GASES; AVAILABILITY OF COMPONENT PRODUCTS ON A TIMELY BASIS; INVENTORY RISKS DUE
TO SHIFTS IN MARKET DEMAND; CHANGE IN PRODUCT MIX; CONDITIONS IN THE ECONOMY IN
GENERAL, INCLUDING UNCERTAINTIES IN SELECTED ASIAN ECONOMIES, AND IN THE
MICROELECTRONICS MANUFACTURING MARKET IN PARTICULAR; THE DIFFICULTY IN
INTEGRATING ACQUIRED COMPANIES; FAILURE TO REALIZE THE SAVINGS CONTEMPLATED BY
CERTAIN RESTRUCTURING ACTIVITIES; POTENTIAL ENVIRONMENTAL LIABILITIES; THE
INABILITY TO UTILIZE TECHNOLOGY IN CURRENT OR PLANNED PRODUCTS DUE TO OVERRIDING
RIGHTS BY THIRD PARTIES, AND THE RISK FACTORS LISTED FROM TIME TO TIME IN THE
COMPANY'S FILINGS WITH THE SEC.

To receive the latest information about Millipore via FAX, dial (800) 758-5804
(PIN#101371). To access Millipore's Web site, go to URL
http://www.millipore.com.

Results for the third quarter and year to date in 1998 are as follows:

<PAGE>
 
MILLIPORE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)


<TABLE>
<CAPTION>
                THREE MONTHS ENDED SEPTEMBER 30                    1998                    1997                   
                                                                   ----                    ----                   
<S>                                                              <C>                     <C>         
Net Sales                                                        $159,181                $184,544                       
                                                                                                                        
Cost of Sales                                                     101,493                  82,372                       
                                                                 --------                --------                       
                                                                                                                        
   Gross Profit                                                    57,688                 102,172                       
                                                                                                                        
Selling, General & Administrative Expenses                         56,588                  58,965                       
                                                                                                                        
Research & Development Expenses                                    13,301                  14,353                       
                                                                                                                        
Restructuring Charges                                              33,641                       -                       
                                                                 --------                --------                       
                                                                                                                        
   Operating (Loss)/Income                                        (45,842)                 28,854                       
                                                                                                                        
Gain on Sale of Equity Securities                                       -                   5,304                       
                                                                                                                        
Interest Income                                                       877                     708                       
                                                                                                                        
Interest Expense                                                   (7,098)                 (8,026)                      
                                                                 --------                --------                       
                                                                                                                        
   (Loss)/Income from Continuing Operations Before                                                                      
   Income Taxes                                                   (52,063)                 26,840                       
                                                                                                                        
Income Tax (Benefit)/Expense                                      (15,643)                  5,637                       
                                                                 --------                --------                       
                                                                                                                        
   Net (Loss)/Income from Continuing Operations                   (36,420)                 21,203                       
                                                                                                                        
Loss on Disposal of Discontinued Operations, Net of Income                                                              
 Taxes of $1,695                                                    5,847                       -                       
                                                                 --------                --------                       
                                                                                                                        
Net (Loss)/Income                                                $(42,267)               $ 21,203                       
                                                                 ========                ========                       
                                                                                                                        
Per Share Information:                                                                                                  
                                                                                                                        
   Diluted Net (Loss)/Income Per Share:                                                                                 
       Continuing Operations                                     $  (0.83)               $   0.48                       
       Discontinued Operations                                   $  (0.13)               $      -                       
   Diluted Earnings Per Share                                    $  (0.96)               $   0.48                       
                                                                                                                        
Cash Dividends Per Common Share                                  $   0.11                $   0.10                       
                                                                                                                        
Diluted Weighted Average Common Shares Outstanding                 43,891                  44,428                       
</TABLE>   
           
                             Geoffrey E. Helliwell   
                        Director of Treasury Operations
                      (800) 225-3384  or  (781) 533-2032

<PAGE>
 
MILLIPORE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)

<TABLE>
<CAPTION>
                NINE MONTHS ENDED SEPTEMBER 30                                 1998                          1997
                                                                               ----                          ----
<S>                                                                           <C>                           <C>
Net Sales                                                                     $520,015                      $555,881
 
Cost of Sales                                                                  273,429                       249,430
                                                                              --------                      --------
 
   Gross Profit                                                                246,586                       306,451
 
Selling, General & Administrative Expenses                                     190,850                       182,015
 
Research & Development Expenses                                                 40,346                        42,507
 
Purchased Research & Development Expenses                                            -                       114,091
 
Restructuring Charges                                                           33,641                             -
                                                                              --------                      --------
 
   Operating Loss                                                              (18,251)                      (32,162)
 
Gain On Sale Of Equity Securities                                               35,594                         7,073
 
Interest Income                                                                  2,252                         2,105
 
Interest Expense                                                               (21,229)                      (22,209)
                                                                              --------                      --------
 
   Loss from Continuing Operations Before Income Taxes
                                                                                (1,634)                      (45,193)
 
Income Tax (Benefit)/Expense                                                    (3,457)                       14,985
                                                                               --------                      --------
 
   Net Income/(Loss) from Continuing Operations                                  1,823                       (60,178)
 
Loss on Disposal of Discontinued Operations, Net of Income
 Taxes of $1,695                                                                 5,847                             -
                                                                              --------                      --------
 
Net Loss                                                                      $ (4,024)                     $(60,178)
                                                                              ========                      ========
 
Per Share Information:
 
   Diluted Net Income/(Loss) Per Share:
       Continuing Operations                                                  $   0.04                      $  (1.38)
       Discontinued Operations                                                $  (0.13)                     $      -
   Diluted Earnings Per Share                                                 $  (0.09)                     $  (1.38)
 
Cash Dividends Per Common Share                                               $   0.32                      $   0.29
 
Diluted Weighted Average Common Shares Outstanding                              43,814                        43,492
</TABLE>                                                                      

                             Geoffrey E. Helliwell
                        Director of Treasury Operations
                      (800) 225-3384  or  (781) 533-2032

<PAGE>
 
MILLIPORE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)


<TABLE>
<CAPTION>
                                      SEPTEMBER 30, 1998        DEC. 31, 1997
                                         (Unaudited)
<S>                                   <C>                       <C>
Assets                                
                                      
Cash                                      $  1,474                $  2,240
Short-term investments                      42,512                  18,029
Accounts receivable, net                   155,536                 176,585
Inventories                                117,616                 127,192
Other current assets                         9,756                  28,362
                                          --------                --------
                                                                  
   Total current assets                    326,894                 352,408
                                                                  
Property, plant & equipment, net           225,098                 220,094
Intangible assets                           77,333                  77,394
Deferred income taxes                      106,001                  88,760
Other assets                                22,061                  27,588
                                          --------                --------
                                                                  
Total assets                              $757,387                $766,244
                                          ========                ========
</TABLE>


                             Geoffrey E. Helliwell
                        Director of Treasury Operations
                      (800) 225-3384  or  (781) 533-2032

<PAGE>
 
MILLIPORE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)


<TABLE>
<CAPTION>
                                                            SEPTEMBER 30, 1998       DEC. 31, 1997
                                                               (Unaudited)
<S>                                                         <C>                      <C>  
Liabilities & Shareholders' Equity                          
                                                            
Notes payable                                                   $ 186,272                $ 165,576
Accounts payable                                                   41,522                   46,088
Accrued expenses                                                   81,629                   74,856
Dividends payable                                                   4,833                    4,369
Accrued retirement plan contributions                               6,119                    7,088
Accrued income taxes                                                5,811                    6,896
                                                                ---------                ---------
                                                            
   Total current liabilities                                      326,186                  304,873
                                                                                         
Long-term debt                                                    282,749                  286,844
Other liabilities                                                  26,355                   25,533
                                                                                         
Shareholders' equity:                                                                    
   Common stock, par value $1.00 per share,                                              
      120,000 shares authorized, 56,988 shares                                           
      issued as of September 30, 1998 and                                                
      December 31, 1997, respectively                              56,988                   56,988
   Additional paid-in capital                                      10,927                   10,927
   Retained earnings                                              470,407                  490,289
   Accumulated other comprehensive loss                           (35,583)                 (21,720)
                                                                ---------                ---------
                                                                  502,739                  536,484
   Less:  Treasury stock at cost 13,048 and                                              
     13,291 shares as of September 30, 1998                                              
     and December 31, 1997, respectively                         (380,642)                (387,490)
                                                                ---------                ---------
                                                                                         
Total shareholders' equity                                        122,097                  148,994
                                                                ---------                ---------
                                                                                         
Total liabilities & shareholders' equity                        $ 757,387                $ 766,244
                                                                =========                =========
</TABLE>

<PAGE>
 
MILLIPORE CORPORATION
SUMMARY OF RESTRUCTURING CHARGES & UNUSUAL ITEMS
(In Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       THREE MONTHS ENDED SEPTEMBER 30, 1998
Cost of Sales
<S>                                                                                                <C>
   Write-off of inventory and manufacturing equipment associated with product line
   rationalization activities and changes in manufacturing processes                               $  9,175 
                                                                                                   
 
  Provision for excess inventory                                                                      6,000
                                                                                                   --------

     Impact on Gross Margin                                                                         (15,175)
 
Restructuring Charges
   Write-off of intangible assets and equipment, and severance costs associated with
   discontinuance of non-strategic product lines                                                      9,010
 
   Severance costs, lease termination expenses and other costs to realign European
   country organization structure to an operating business unit focus                                 7,240 
                                                                                                      
   Severance costs, equipment write-offs and lease termination expenses resulting
   from the consolidation of certain manufacturing operations                                         4,577
 
   Severance costs related to the streamlining of functional organizations and the
   outsourcing of a number of activities                                                              4,478
 
   Write-off of prepaid licensing and other fees to reflect the amendment of
   marketing and research alliance agreements                                                         3,432
 
   Severance costs, lease termination expenses and other charges necessary to reduce
   administration and management cost in Asia                                                         3,188
 
   Cancellation charges and other costs arising from realignment of supply chain
   management function and vendor consolidation program                                               1,716
                                                                                                   --------
 
     Total Restructuring Charges                                                                     33,641
                                                                                                   --------
 
     Impact on Loss from Continuing Operations Before Income Taxes                                  (48,816)
 
Tax Impact of Restructuring Charges and Unusual Items                                               (14,961)
                                                                                                   --------
     Impact on Net Loss from Continuing Operations                                                  (33,855)
 
Loss on Disposal of Discontinued Operations
   Final determination of the value of the remaining assets and liabilities
   associated with the Waters Chromatography Division and the non- membrane
   bioscience business ($7,542 before taxes)                                                          5,847
                                                                                                   --------

Impact on Net Loss                                                                                 $(39,702)
                                                                                                   ========
 
Impact on Net Loss Per Share                                                                       $  (0.90)
</TABLE>

<PAGE>
 
MILLIPORE CORPORATION
SUMMARY OF RESTRUCTURING CHARGES & UNUSUAL ITEMS
(In thousands except per share data)
(Unaudited)


<TABLE>
<CAPTION>
         NINE MONTHS ENDED SEPTEMBER 30                                       1998                 1997
                                                                              ----                 ----
<S>                                                                         <C>                  <C> 
Cost of Sales
  Unusual Items                                                             $ 15,175             $       -
                                                                                                 
  Purchase Accounting Adjustment                                                   -                 5,000
                                                                            --------             ---------
  Impact on Gross Margin                                                     (15,175)               (5,000)
                                                                                                 
Selling, General & Administrative Expenses                                                       
                                                                                                 
  Settlement of Legal Matters                                                 11,766                     -
                                                                                                 
Purchased Research & Development Expenses                                          -               114,091
                                                                                                 
Restructuring Charges                                                         33,641                     -
                                                                            --------             ---------
                                                                                                 
      Impact on Operating Loss                                               (60,582)             (119,091)
                                                                                                 
Gain on Sale of Equity Securities                                             35,594                 7,073
                                                                            --------             ---------
                                                                                                 
      Impact on Loss from Continuing Operations Before Income Taxes                              
                                                                             (24,988)             (112,018)
                                                                                                 
Tax Impact of Restructuring Charges and Unusual Items                         (8,361)                  948
                                                                            --------             ---------
                                                                                                 
      Impact on Net Loss from Continuing Operations                          (16,627)             (112,966)
                                                                                                 
Loss on Disposal of Discontinued Operations                                    5,847                     -
                                                                            --------             ---------
                                                                                                 
Impact on Net Loss                                                          $(22,474)            $(112,966)
                                                                            ========             =========
                                                                                                 
Impact on Net Loss Per Share                                                $  (0.51)            $   (2.60)
</TABLE>

<PAGE>
 
                             MILLIPORE CORPORATION

                              AMENDMENT AGREEMENT
                                        

     AMENDMENT AGREEMENT dated March 21, 1997 to the Millipore Corporation Note
Purchase and Exchange Agreement dated March 3, 1994 between Metropolitan Life
Insurance Company (the  "Noteholder") and Millipore Corporation (the "Company").

     WHEREAS, Noteholder and the Company have entered into the Millipore
Corporation Note Purchase and Exchange Agreement dated March 3, 1994, providing
for the issue and sale (and subsequent exchange) of $100,000,000 of the
Company's Senior Notes to the Noteholder (the "Purchase Agreement");

     WHEREAS, Pursuant to (S)10.2 the Company and Noteholder wish to modify the
Purchase Agreement;

     NOW THEREFORE in consideration of the premises and the covenants and
agreements contained herein the parties agree that the Purchase Agreement is
hereby amended as follows:

     1.   Except as otherwise specifically provided herein, all capitalized
terms used herein shall have the respective meanings given to them in the
Purchase Agreement.

<PAGE>
 
     2.   For purposes of this Amendment Agreement the following terms shall
have the meanings set forth in this (S)2:

     Amicon Acquisition.  The acquisition of the Amicon business from
     ------------------                                              
W. R. Grace & Co. - Conn. pursuant to the Purchase and Sale Agreement dated
November 18, 1996.

     Capital Assets.  Fixed assets, both tangible (such as land, buildings,
     --------------                                                        
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and goodwill); provided that Capital Assets shall not
                                      --------                              
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with generally accepted
accounting principles.

     Capital Expenditures.  Amounts paid or indebtedness incurred by the Company
     --------------------
or any of its Subsidiaries in connection with the purchase or lease by the
Company or any of its Subsidiaries of Capital Assets that would be required to
be capitalized and shown on the balance sheet of such Person in accordance with
generally accepted accounting principles.

     Capitalized Leases.  Leases under which the Company or any of its
Subsidiaries (including Tylan and its Subsidiaries) is the lessee or obligor,
the discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
GAAP.

     Consolidated or consolidated.  With reference to any term defined herein,
     ----------------------------                                             
shall mean that term as applied to the accounts of the Company and its
Subsidiaries consolidated in accordance with GAAP.

     EBITDA.  For any period, Consolidated Net Income (or deficit) plus (a)
     ------                                                        ----    
Consolidated Total Interest Expense, (b) income taxes, (c) depreciation expense,
(d) 

<PAGE>
 
amortization expense, (e) non-cash expenses, not to exceed $70,000,000, in
connection with the Amicon Acquisition taken as a special charge in the quarter
ending December 31, 1996, (f) non-cash expenses, not to exceed $120,000,000, in
connection with the Tylan Tender Offer or Tylan Merger which will be taken as a
special charge in the quarter ending March 31, 1997, and (g) other non-recurring
charges in connection with the Amicon Acquisition and the Tylan Merger, not to
exceed $25,000,000 in the aggregate, which will be taken as a special charge in
the quarter ending March 31, 1997, to the extent that each was deducted in
determining Consolidated Net Income (or Deficit).

     Consolidated Net Income (or Deficit).  The consolidated net income (or
     ------------------------------------                                  
deficit) of the Company and its Subsidiaries on a consolidated basis, after
deduction of all expenses, taxes, and other proper charges, determined in
accordance with GAAP.

     Consolidated Total Interest Expense.  For any period, the aggregate amount
     -----------------------------------
of interest expense required by GAAP to be paid or accrued during such period on
all Indebtedness of the Company and its Subsidiaries outstanding during all or
any part of such period, including capitalized interest expense for such period.

     Funded Debt.  Consolidated Indebtedness of the Company and its Subsidiaries
     -----------                                                                
for borrowed money and purchase money Indebtedness, and guarantees of such debt,
recorded on the Consolidated balance sheet, including the amount of any
Indebtedness for Capitalized Leases which corresponds to principal and for
Permitted Receivables Transactions determined on a consolidated basis in
accordance with GAAP.

     Generally accepted accounting principles, or GAAP.  (i) When used in
     -------------------------------------------------                   
(S)6.9(a), whether directly or indirectly through reference to a capitalized
term used therein, means (A) principles that are consistent with the principles
promulgated or adopted by the 

<PAGE>
 
Financial Accounting Standards Board and its predecessors in effect for the
fiscal year ended on December 31, 1995 and (B) to the extent consistent with
such principles, the accounting practice of the Company reflected in its
financial statements for the year ended on December 31, 1995, and (ii) when used
in general, other than as provided above, means principles that are (A)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (B) consistently applied with past financial statements of the Company
adopting the same principles, provided that in each case referred to in this
definition of "generally accepted accounting principles" a certified public
accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion with respect to the use of
such principles (other than a qualification regarding changes in generally
accepted accounting principles) as to financial statements in which such
principles have been properly applied.

     Indebtedness.  All obligations, contingent and otherwise, that in
     ------------
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should be
made by footnotes thereto, including in any event and whether or not so
classified: (i) all debt and similar monetary obligations, whether direct or
indirect; (ii) all liabilities secured by any mortgage, pledge, security
interest, lien, charge, or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; and (iii) all guarantees, endorsements and other contingent
obligations whether direct or indirect in respect of indebtedness of others,
including any obligation to supply funds to or in any manner to invest in,
directly or indirectly, the debtor, to purchase indebtedness, or 

<PAGE>
 
to assure the owner of indebtedness against loss, through an agreement to
purchase goods, supplies, or services for the purpose of enabling the debtor to
make payment of the indebtedness held by such owner or otherwise, and the
obligations to reimburse the issuer in respect of any letters of credit.

     MCTG.  MCTG Acquisition Corp., a Delaware corporation and a wholly-owned
     ----                                                                    
Subsidiary of the Company.

     Permitted Receivables Transaction.  Any sale or sales of, and/or
     ---------------------------------                               
securitization of, any accounts receivable of the Company and/or any of its
Subsidiaries (the "Receivables") pursuant to which the Company and its
Subsidiaries realize aggregate net proceeds of not more than $100,000,000 at any
one time outstanding, including, without limitation, any revolving purchase(s)
of Receivables where the maximum aggregate uncollected purchase price (exclusive
of any deferred purchase price) for such Receivables at any time outstanding
does not exceed $100,000,000.

     Person.  Any individual, corporation, partnership, limited liability
     ------
company, trust, unincorporated association, business, or other legal entity, any
government or any governmental agency or political subdivision thereof.

     Reference Period.  The period of four consecutive fiscal quarters (or such
     ----------------                                                          
shorter period of one, two, or three consecutive fiscal quarters as has elapsed
since December 31, 1996).

     Subsidiary.  Any corporation, association, trust, or other business entity
     ----------
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority of the outstanding
capital stock or other interest entitled to vote generally.

<PAGE>
 
     Tylan.  Tylan General, Inc., a Delaware corporation.
     -----                                               

     Tyler Merger.  The merger of MCTG with and into Tylan pursuant to the Tylan
     ------------                                                               
Merger Agreement, with Tylan being the surviving corporation and a Subsidiary of
the Company.

     Tylan Merger Agreement.  The Agreement and Plan of Merger dated as of
     ----------------------
December 16, 1996 among Tylan, the Company and MCTG.

     Tylan Tender Offer.  The Offer to Purchase, dated December 20, 1996, made
     ------------------
by MCTG, to purchase all of the outstanding shares of common stock, together
with all associated Series A Junior Participating Preferred Stock Purchase
Rights of Tylan (collectively, the "Tylan Shares").

     3.   (S)6.9(a) is amended in its entirety to read as follows:

     (1)  Funded Debt to EBITDA Ratio.  As of the end of any fiscal quarter of
          ---------------------------
the Company, the ratio of (a) Funded Debt as at the end of such quarter to (b)
EBITDA for the period of four (4) consecutive fiscal quarters ending on such
date shall not exceed the stated ratio for the periods set forth below:

     For the Quarters Ending:                               Ratio    
     ----------------------------------------------------------------
     On or before 12/31/97                                3.25:1.00  
     ----------------------------------------------------------------
     3/31/98 through 12/31/98                             2.75:1.00  
     ----------------------------------------------------------------
     Thereafter                                           2.50:1.00  
     ---------------------------------------------------------------- 

     (2)  Interest Coverage Ratio.  As of the end of any fiscal quarter, the
          -----------------------
ratio of (a) EBITDA minus Capital Expenditures for the Reference Period ending
                    -----
on such date to (b) Consolidated Total Interest Expense for the Reference Period
ending on such date shall not be less than the stated ratio for the periods set
forth below:

<PAGE>
 
     For the Quarters Ending:                               Ratio    
     ----------------------------------------------------------------
     3/31/97 and 6/30/97                                  3.00:1.00  
     ----------------------------------------------------------------
     9/30/97 through 12/31/98                             3.50:1.00  
     ----------------------------------------------------------------
     Thereafter                                           4.00:1.00  
     ---------------------------------------------------------------- 

     4.   Effective as of March 21, 1997, the Company shall pay interest to the
Noteholder at the rate of 6.88% per annum in lieu of the face rate of 6.78% for
its Senior Notes Due 2004.  This increased interest rate shall be payable only
to the Noteholder, its subsidiaries and their respective successors for as long
as the Noteholder, its subsidiaries or any of their respective successors shall
be the registered owner of the aforementioned Notes but shall not be payable to
any subsequent purchaser of the Notes.

     5.   Except as specifically provided herein, the Purchase Agreement shall
remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, this instrument has been executed on the date first
above written.


METROPOLITAN LIFE INSURANCE COMPANY          MILLIPORE CORPORATION

By:   ________________________               By:    _______________________

Date: ________________________               Date:  _______________________
                                                      
<PAGE>
 
                             MILLIPORE CORPORATION

                     NOTE PURCHASE AND EXCHANGE AGREEMENT

                                                                   MARCH 3, 1994
METROPOLITAN LIFE INSURANCE COMPANY
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010

ATTENTION: TREASURER

GENTLEMEN:

MILLIPORE CORPORATION, a Massachusetts corporation (herein called the
"Company"), and you hereby agree as follows:

      (S)1.    Issue of Notes.
               --------------

      (S)1.1.  Authorization.  The Company has duly authorized an issue of
               -------------                                             
$100,000,000 aggregate principal amount of its Senior Notes due March 3, 2004
(the "Notes"), such Notes to have terms and provisions substantially as set
forth in Exhibit A hereto.  The term "Notes" as used herein shall include all
promissory notes delivered pursuant to the provisions of this Agreement and all
promissory notes delivered in substitution or exchange therefor or in lieu
thereof, and, where applicable, shall include the singular number as well as the
plural.  The term "Note" shall mean one of the Notes.

      (S)1.2.  Sale of Notes; Closing.  The Company hereby agrees to sell to
               -----------------------                                      
you, and subject to the terms and conditions herein set forth, you hereby agree
to purchase from the Company, Notes in the aggregate principal amount of
$100,000,000.

      Delivery of the Notes so to be purchased by you hereunder shall be made at
the home office of Metropolitan Life Insurance Company, One Madison Avenue, New
York, New York, at 10:00 a.m. Eastern time on March 3, 1994 (the "Closing
Date").  On the Closing Date you shall deliver to the Company the 9.20% Notes
due March 30, 1998 of the Company (the "9.20% Notes") issued to you in the
aggregate principal amount of $100,000,000 pursuant to the Indenture, dated as
of March 30, 1988, between the Company and Rhode Island Hospital Trust National
Bank, as Trustee (the "1988 Indenture") in exchange for the Company's delivery
to you of one or more Notes (as specified by you prior to the Closing Date)
payable to you (or your nominee) or registered assigns, dated the Closing Date,
in the aggregate principal amount of $100,000,000 and duly executed by the
Company, and the payment by the Company to you by wire transfer of immediately
available funds to your account as provided in Annex I hereto of (i) interest

<PAGE>
 
accrued on the outstanding principal amount of the 9.20% Notes to the Closing
Date, plus (ii) a Prepayment Premium, as defined in this (S)1.2.

      For the purposes of this (S)1.2 the "Prepayment Premium" shall mean the
excess of (i) the sum of the respective Payment Values of each prospective
interest payment and the principal payment at maturity in respect of the 9.20%
Notes (the amount of each such interest payment being herein referred to as an
"Interest Payment" and the amount of the principal payment at maturity being
herein referred to as the "Principal Payment") over (ii) the unpaid principal
amount of the 9.20% Notes.  The Payment Value of the Principal Payment shall be
determined by discounting the Principal Payment at the rate of 4.30% per annum
for the period from March 30, 1995 to the Closing Date.  The Payment Value of
each Interest Payment shall be determined by discounting such Interest Payment
at the rate of 4.30% per annum for the period from the scheduled date of such
payment to the Closing Date.  Two days prior to the Closing Date, you shall
determine the amount of such Prepayment Premium and notify the Company thereof.
In the event that the Closing Date is rescheduled, you shall redetermine the
amount of such Prepayment Premium as of two days prior to the rescheduled
Closing Date and notify the Company thereof.

     (S)2.    Representations and Warranties of the Company.
              ---------------------------------------------

     The Company represents and warrants that:

     (S)2.1   Financial Statements.  You have been furnished with copies of the
              --------------------                                             
consolidated balance sheets of the Company and its Subsidiaries as of December
31 in the years 1991 to 1993, inclusive, and the related consolidated statements
of income, stockholders' equity and cash flows of the Company and its
subsidiaries for the fiscal periods ended on said dates, accompanied in each
case by the opinion of its independent certified public accountants, provided,
however, that such financial statements and such opinion for the year 1993 shall
be in draft form.

     Said financial statements fairly present (a) the consolidated financial
condition of the company and its subsidiaries as at the respective dates of said
balance sheets, and (b) the consolidated results of the operations of the
Company and its Subsidiaries for the fiscal periods ended on said dates, all in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved (except as otherwise stated therein or in
the notes thereto).

     (S)2.2.  No Material Changes.  There has been no material and adverse
              -------------------                                        
change in the business, operations, properties, prospects, assets or condition,
financial or other, of the Company and its Subsidiaries considered as one
enterprise subsequent to September 30, 1993 except as disclosed in the Company's
Form 8-K, dated November 11, 1993, as filed with the Commission.  Since that
date, none of the business, operations, properties, prospects or assets of the
Company or its Subsidiaries has been materially and adversely affected in any
way as the result of any fire, explosion, earthquake, disaster, accident, 

<PAGE>
 
labor disturbance, requisition or taking of property by governmental authority,
flood, drought, embargo, riot, activity of armed forces or act of God or the
public enemy.

     (S)2.3.  Organization, Authority and Good Standing of Company.  The Company
              ----------------------------------------------------             
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the Commonwealth of Massachusetts with power and
authority (corporate and other) to own, lease and operate its properties and to
conduct its business as described in the Company's Annual Report.  For the
purposes of this Agreement, the term "Annual report" shall mean, collectively,
the Company's Annual Report for 1992 on Form 10-K filed with the Commission and
the Company's Form 8-K, dated November 11, 1993, filed with the Commission, a
copy each of which has heretofore been delivered to you, and the Company's
Annual Report to Stockholders for 1993, a draft of which has heretofore been
delivered to you.  The company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which the
failure to so qualify would materially adversely affect the conduct of the
business, results of operations or financial condition of the Company and its
Subsidiaries considered as one enterprise.

     (S)2.4.  Organization, Authority and Good Standing of Subsidiaries.  The
              ---------------------------------------------------------     
Subsidiaries listed on Exhibit B hereto include each active Subsidiary of the
Company and each such Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation with corporate power and authority to own, lease and operate
its properties and to conduct its business as now being conducted and is duly
qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which the failure so to qualify would materially
adversely affect the conduct of the business, results of operations or financial
condition of the Company and its subsidiaries considered as one enterprise.  All
of the issued shares of capital stock of each Subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
and to the extent owned by the Company, are owned free and clear of all liens,
encumbrances, equities or claims.

     (S)2.5.  Title to Properties.  The Company and its Subsidiaries have good
              --------------------                                            
and marketable title in fee simple to the real property and good and marketable
title to all personal property owned by them, in each case free and clear of all
liens, encumbrances and defects except such as do not materially adversely
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its Subsidiaries; all
property held under lease by the Company and its Subsidiaries is held by them
under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property by the Company and its Subsidiaries.


<PAGE>
 
     (S)2.6.  Trademarks, Patents, etc.  The Company and its Subsidiaries own or
              ------------------------                                         
possess, or can acquire on reasonable terms, adequate trademarks, service marks,
trade names, copyrights and licenses necessary to conduct the business now
operated by them, provided that the loss of any such rights, either alone or in
the aggregate, which does not materially adversely affect the conduct of the
business, results of operations or financial condition of the Company and its
Subsidiaries considered as one enterprise shall not be considered a violation of
this representation.  Neither the Company nor any of its Subsidiaries has
received any notice of infringement of or conflict with asserted rights of
others with respect to any trademarks, service marks, trade names, copyrights or
licenses which, either alone or in the aggregate, would materially adversely
affect the conduct of the business, results of operations or financial condition
of the Company and its subsidiaries considered as one enterprise.

     (S)2.7.  Litigation.  Except as set forth in the Annual Report referred to
              ----------                                                      
in (S)2.3, there are no actions, suits or proceedings (whether or not
purportedly on behalf of the Company or any Subsidiary) pending or, to the
knowledge of the Company, threatened against or affecting the Company or any
subsidiary at law or in equity or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind,
which involve any of the transactions herein contemplated or the possibility of
any material and adverse change in the business, operations, properties,
prospects, assets or condition, financial or other, of the Company or any of its
Subsidiaries; and neither the Company nor any Subsidiary is in default or
violation of any judgement, order, writ, injunction, decree or award or in
violation of any rule or regulation of any court, arbitrator or federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign.

     (S)2.8.  Burdensome Provisions.  Neither the Company nor any Subsidiary is
              ---------------------                                           
a party to any agreement or instrument or subject to any charter or other
corporate restriction or any judgement, order, writ, injunction, decree, award,
rule or regulation which materially and adversely affects or in the future may
(so far as the Company can now foresee) materially and adversely affect the
business, operations, properties, prospects, assets or condition, financial or
other, of the Company or any Subsidiary.

     (S)2.9.  Compliance with other Instruments.  Neither the Company nor any of
              ---------------------------------                                 
its Subsidiaries is in violation of its charter or by-laws or in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any bond, debenture, note or other evidence of
indebtedness or in any contract indenture, mortgage, loan agreement or lease to
which it or any of them is a party or by which it or any of them or their
properties is bound, which violation or default would materially adversely
affect the conduct of the business, results of operations or financial condition
of the Company and its Subsidiaries considered as one enterprise; and the
execution and delivery of this Agreement, the Indenture and the Notes, the
incurrence of the obligations set forth herein and therein and the consummation
of the transactions contemplated hereby and thereby and the compliance by the
Company and its Subsidiaries with the terms, conditions and provisions hereof
and thereof have been duly authorized by all necessary 

<PAGE>
 
corporate action and will not conflict with, constitute a breach of or default
under or result in the creation or imposition of any lien pursuant to or result
in any violation of the provisions of the charter or by-laws of the Company or
any of its Subsidiaries or any bond, debenture, note or other evidence of
indebtedness or any contract, indenture, mortgage, loan agreement or lease to
which the Company or any of its Subsidiaries is a party or by which it or any of
them or their properties is bound or any law, rule, regulation, judgement,
decree or award.

     (S)2.10.  Disclosure.  Neither this Agreement, nor any of the Exhibits
               ----------                                                 
hereto, or any certificate or other data furnished to you in writing by or on
behalf of the Company in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits a material
fact necessary to make the statements contained herein or therein not
misleading.  To the knowledge of the Company, there is no fact which materially
and adversely affects or in the future may (so far as the Company can now
foresee) materially and adversely affect the business, operations, properties,
prospects or conditions, financial or other, of the Company and its Subsidiaries
considered as one enterprise which has not been disclosed to you in writing.

     (S)2.11.  Compliance with Trading with the Enemy Act, etc.  Neither this
               -----------------------------------------------               
agreement nor the transactions contemplated hereby is in violation of the
Trading with the Enemy Act, as amended, the International Emergency Economic
Powers Act or the Executive Orders of the President of the United States issued
pursuant to such Acts, or any regulations issued under such Acts or Executive
orders, including, without limitation, (i) the following regulations of the
United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended):
the Foreign Assets Control Regulations, the Transaction Control Regulations, the
Cuban Assets Control Regulations, the Foreign Funds Control Regulations, the
Iranian Assets Control Regulations and the Libyan Sanctions Regulations and (ii)
the following Executive Orders of the President of the United States: Executive
Orders Nos. 8389, 9193 and 12544 (Libya) and Executive Orders 12722 and 12724
(Blocking Iraqi Government Property and Prohibiting Transactions with Iraq); nor
will the Company take any action which would cause this Agreement or the
transactions contemplated hereby to violate such Acts or any such Executive
Orders or regulations.

     (S)2.12.  Compliance with Law.  Neither the company nor any of its
               -------------------                                    
Subsidiaries is in violation of any statute, rule or regulation of any federal,
state, municipal or other governmental department, commission, board, bureau,
agency, instrumentality, domestic or foreign (including, without limitation, any
statute, rule or regulation relating to employment practices or to occupational
and health standards and controls or to environmental standards for air, water
and land in any jurisdiction in which it is presently doing business), the
violation of which, considered individually or in the aggregate, would
materially and adversely affect the business, operations, properties, prospects,
assets or condition, financial or other, of the Company and its Subsidiaries
considered as one enterprise.

<PAGE>
 
     (S)2.13.  ERISA.  Each ERISA Plan as to which the Company or any ERISA
               -----                                                      
Affiliate may have any liability complies in all material respects with all
applicable requirements of law and regulations, and (i) no "reportable event"
(as defined in ERISA) has occurred with respect to any Defined Benefit Plan
sponsored by the Company or any ERISA Affiliate which will have the effect of
creating a liability of the Company or any ERISA Affiliate which will be
material to the Company; (ii) neither the Company nor any ERISA Affiliate has
withdrawn from any Multi-Employer Plan or initiated steps to do so, except in
accordance with all applicable requirements of law and regulations and in a
manner which will not create a liability to the Company or any ERISA Affiliate
which will be material to the Company; (iii) no steps have been taken to
terminate any Pension Plan except in accordance with all applicable requirements
of law and regulations and in a manner which will not create a liability of the
company or any ERISA Affiliate which will be material to the Company or any
ERISA Affiliate which will be material to the Company; and (iv) during the
twelve consecutive months prior to the date on which this representation is
made, no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a lien under Section 302(f)(1) of ERISA.  Neither the
Company nor any Subsidiary has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than (i) liability for
continuation coverage described in Part 6 of Title 1 of ERISA and (ii) as set
forth in the financial statements of the Company as of December 31, 1993.  Based
on your representation in (S)4.2, your purchase of the Notes and the execution
and delivery to you by the Company of the Notes will not involve any "prohibited
transaction" within the meaning of Section 4975 of the Code.

     (S)2.14.  Regulation G; Use of Proceeds.  Neither the Company nor any
               -----------------------------                             
Subsidiary owns or has any present intention of acquiring any "margin stock" as
defined in Regulation G (12 C.F.R., Chapter 11, Part 207) of the Board of
Governors of the Federal Reserve System (herein called "margin stock").  The
proceeds from the sale of the Notes will be applied by the company to prepay the
9.20% Notes.  None of such proceeds will be used, directly or indirectly, for
the purpose of purchasing or carrying any margin stock or for the purpose of
reducing or retiring any indebtedness which was originally incurred to purchase
or carry any margin stock or for any other purpose which might constitute this
transaction a "purpose credit" within the meaning of said Regulation G.  Neither
the Company, any Subsidiary nor any agent acting on its behalf has taken or will
take any action which might cause the transaction contemplated herein to violate
said Regulation G or Regulation X (12 C.F.R., Chapter II, Part 224) or any other
regulation of the Board of Governors of the Federal Reserve System or to violate
the Securities Exchange Act of 1934, in each case as now in effect or as the
same may hereafter be in effect on the Closing Date.

     (S)2.15.  Tax Liability.   The Company and each of its Subsidiaries has
               -------------                                               
filed all tax returns which are required to be filed and has paid all taxes
which have become due pursuant to such returns and all other taxes, assessments,
fees and other governmental charges upon the Company and upon its or their
properties, assets, income and franchises, which have become due and payable by
the Company or any of its Subsidiaries, except those wherein the amount,
applicability or validity are being contested by the Company or 

<PAGE>
 
its Subsidiaries and in respect of which adequate reserves have been
established. The Federal income tax liabilities of the Company have been audited
by the Internal Revenue Service and satisfied for all taxable years up to and
including the taxable year ended December 31, 1986; the Federal income tax
returns of the Company and its Subsidiaries through the Company's fiscal year
ended December 31, 1984, are closed under the general statute of limitations set
forth in Section 6501(a) of the Code; and no Federal income tax deficiency has
been assessed against the Company which has not been paid or adequately provided
for. In the opinion of the Company, all tax liabilities of the Company were
adequately provided for as of December 31, 1993, and are so provided for on the
books of the Company.

     (S)2.16.  Governmental Consent.  No consent, approval or authorization of,
               --------------------                                           
or declaration or filing with, any governmental authority on the part of the
Company is required for the valid execution and delivery of this Agreement or
performance thereunder or the valid offer, issue, sale and delivery of the Notes
pursuant to this Agreement, provided that the Company makes no representation or
                            --------                                            
warranty as to any consents, approvals, authorizations, declarations or filings
required under laws regulating insurance companies as such.

     (S)2.17.  Offering of Notes.  Neither the Company nor any agent acting in
               -----------------                                             
its behalf has, either directly or indirectly, sold or offered for sale or
disposed of, or attempted or offered to dispose of, the Notes or any part
thereof, or any similar obligation of the Company, to, or has solicited any
offers to buy any thereof from, or has otherwise approached or negotiated in
respect thereof with, any Person or Persons other than you and not more than
five other institutional investors; and the Company agrees that neither it nor
any agent acting on its behalf will sell or offer for sale or dispose of, or
attempt or offer to dispose of, any thereof to, or solicit any offers to buy any
thereof from, or otherwise approach or negotiate in respect thereof with, any
Person or Persons so as thereby to bring the issuance or sale of the Notes
within the provisions of Section 5 of the Securities Act of 1933, as amended.

     (S)2.18.  Outstanding Debt, Liens and Capital Leases.  Exhibit C hereto
               ------------------------------------------                  
correctly sets forth all Indebtedness outstanding on the date hereof and all
liens and security interests securing Indebtedness and all Capital Leases of the
Company existing on the date hereof.

     (S)2.19.  Investment Company Act.  The Company is not an "investment
               -----------------------                                   
company," or a Person "controlled" by an "investment company", within the
meaning of the investment Company Act of 1940, as amended.

     (S)3.     Closing Conditions.  Your obligation to purchase and pay for the
               ------------------                                              
Notes to be purchased by you on the Closing Date, as provided in (S)1.2, shall
be subject to the performance by the Company of all its agreements theretofore
to be performed hereunder, to the accuracy of its representations and warranties
herein contained and to the satisfaction, prior thereto or concurrently
therewith, of the following further conditions:

<PAGE>
 
     (S)3.1.   Opinion of Counsel.  You shall have received, on the Closing
               ------------------
Date, from Geoffrey Nunes, Esq., Senior Vice-President and General Counsel and
Assistant Clerk of the Company, a favorable written opinion, in form and
substance satisfactory to you, to the effect set forth as in Exhibit D.

     (S)3.2.   Representations True.  The representations and warranties in
               --------------------                                       
(S)2.1 to (S)2.19, inclusive, shall be true on and as of the Closing Date.

     (S)3.3.   Events of Default.  No event shall have occurred and be
               -----------------
continuing on the Closing Date and no condition shall exist on the Closing Date
which event or condition would constitute an Event of Default or a Debt Test
Default or with notice or lapse of time or both would become such Event of
Default or Debt Test Default.

     (S)3.4.   No Merger or Change of Control.  On the Closing date, the
               ------------------------------                           
Company shall not have consolidated with, merged into, or sold, leased,
transferred or otherwise disposed of all or substantially all of its properties
and assets to, any other corporation or Person and there shall not have occurred
a Change of Control Date.

     (S)3.5.   Legality.  The Notes being purchased by you on the Closing Date
               --------                                                      
shall qualify on the Closing Date as a legal investment for mutual life
insurance companies under Section 1405(a)(2) of the New York Insurance Law and
such purchase shall not subject you to any penalty or other onerous condition
under or pursuant to any applicable law or governmental regulation; and you
shall have received such certificates or other evidence as you may reasonably
request to establish compliance with this condition.

     (S)3.6.   Officers' Certificate.  The Company shall have delivered to you
               ---------------------                                         
on the Closing Date a certificate, or certificates, signed by an authorized
officer of the Company, to the effect that the facts required by (S)3.2, (S)3.3
and (S)3.4 exist on such Closing Date.

     (S)3.7.   Proceedings.  All proceedings to be taken in connection with the
               -----------                                                     
transactions contemplated by this Agreement, and all documents incidental
thereto, shall be satisfactory in form and substance to you; and you shall have
received copies of all documents which you may reasonably request in connection
with said transaction and copies of the records of all corporate proceedings in
connection therewith in form and substance satisfactory to you.

     (S)4.     Representations of Purchaser.
               ----------------------------

     (S)4.1.   Acquisition for Investment.  This Agreement is made with you in
               --------------------------                                    
reliance upon your representation to the Company (which, by your acceptance
hereof, you confirm) that you are acquiring the Notes for your own account for
the purpose of investment and not with a view to, or for sale in connection
with, the distribution thereof or with any present intention of distributing or
selling such Notes, subject, nevertheless, to any

<PAGE>
 
requirement of law that the disposition of your property (including the Notes)
shall at all times be within your control.

     (S)4.2.   Source of Funds.  This Agreement is made with you in reliance
               ---------------
upon your further representation to the Company (which, by your acceptance
hereof, you confirm) that, no part of the funds to be used by you to acquire the
Notes will be from the assets of any separate account maintained by you.

As used in this (S)4.2, the term "separate account" shall have the meaning
assigned to it in Section 3(17) of ERISA.

     (S)4.3.   Public Notes.  You represent to the Company that upon the terms
               ------------                                                  
and conditions set forth herein you have agreed to acquire the Public Notes.
This is the only explanation to be furnished by you to the Company in writing
expressly for use in the Registration Statement or in the Prospectus.

     (S)5.     Exchange of Notes.
               -----------------

     (S)5.1.   Prepayment of Notes.  Pursuant to (S)2.06 of the Notes and
               -------------------
subject to the terms and conditions of this (S)5, on or before March 3, 1995,
the Company may at its option, prepay the Notes as a whole, but not in part, by
delivering to you one or more Public Promissory Notes due March 3, 2004
(hereafter referred to as the "Public Notes") in exchange for the same aggregate
principal amount as the principal amount of the Notes.

     (S)5.2.   Conditions to the Delivery of Public Notes.  The Company's right
               ------------------------------------------                     
to prepay and exchange the Notes for the Public Notes on the Exchange Date as
contemplated by (S)2.06 of the Notes and your obligation to accept such
prepayment and exchange are subject to the accuracy of the Company's
representations and warranties referred to in Clause (ii) of this (S)5.2 and to
the satisfaction prior to or concurrently with the delivery of the Public Notes
of the following further conditions:

     (i)       Issue of the Public Notes; Authorization. The Company shall have
               ----------------------------------------
               duly authorized an issue of $100,000,000 aggregate principal
               amount of the Public Notes pursuant to resolutions (herein called
               the "Public Note Resolutions") which shall be duly adopted by its
               Board of Directors prior to the Exchange Date. The Public Note
               Resolutions shall be in form and substance satisfactory to you.
               The Public Notes will be issued under and entitled to the
               benefits of, an indenture, dated as of the Exchange Date (herein
               called the "Indenture") between the Company and Rhode Island
               Hospital Trust National Bank, a banking corporation duly
               organized and existing under the laws of the State of Rhode
               Island, as Trustee, or a similarly qualified bank or trust
               company (herein called the "Trustee"), in substantially the form
               of the 1988 Indenture hereto except that the interest rate on the
               Public Notes shall be 6.7%, the interest payment and maturity
                                     ---
               dates of the Notes shall be identical to the Notes and the
               prepayment provision of the Indenture shall provide for optional
               prepayments by the

<PAGE>
 
               Company of the-Public Notes at the Yield Maintenance Price as
               provided in and as defined in the Notes (with only such changes
               as shall be approved by you and the Company). A conformed copy of
               the Indenture shall have been delivered to you prior to the
               Exchange Date. The Public Notes shall be substantially in the
               form of the 9.20% Notes except that the interest rate on the
               Public Notes shall be 6.78%, the interest payment and maturity
               dates of the Indenture shall be identical to the corresponding
               provisions of the Notes (with only such other changes as shall be
               approved by you and the Company). The term "Public Notes" shall
               include all the Public Notes delivered pursuant to the provisions
               of this (S)5 and all promissory notes delivered in substitution
               or exchange therefor or in lieu thereof in accordance with the
               Indenture, and, where applicable, shall include the singular
               number as well as the plural. The term "Public Note" shall mean
               one of the Public Notes.

               The Public Notes so to be delivered to you will be duly executed
               by the company and authenticated by the Trustee in accordance
               with the Indenture, will be dated the Exchange Date, will be
               registered in your name (or your nominees name) in any
               denominations (multiples of $1,000) designated by you. Unless you
               otherwise specify at least two Business Days prior to the
               Exchange Date, the Company will deliver on the Exchange Date to
               you a single Public Note registered in your name in the aggregate
               principal amount of $100,000,000.

     (ii)      Representations and Warranties.  The Company shall have dated the
               -------------------------------                                  
               Exchange Date and signed by an authorized officer of the Company,
               in the form set forth in Exhibit E hereto, with appropriate
               insertions, and the representations and warranties of the Company
               contained in such certificate shall be true and correct as of the
               Exchange Date.

     (iii)     No Stop Order.  No stop order suspending the effectiveness of the
               -------------                                                   
               Registration Statement shall have been issued and no proceedings
               therefor instituted or threatened by the Commission.

     (iv)      Opinion of Company Counsel.  You shall have received on the
               --------------------------
               Exchange Date from Geoffrey Nunes, Esq., Senior Vice-President
               and General counsel and Assistant Clerk of the company, a
               favorable written opinion dated as of the Exchange Date, in form
               and substance satisfactory to you, to the effect set forth in
               Exhibit F.

     (v)       Opinion of Outside Counsel.  You shall have received on the
               --------------------------
               Exchange Date from Ropes & Gray, counsel for the Company, a
               favorable written opinion dated as of the Exchange Date, in form
               and substance satisfactory to you, to the effect set forth in
               Exhibit G.

<PAGE>
 
     (vi)      Events of Default.  No event shall have occurred and be
               -----------------
               continuing on the Exchange Date and no conditions shall exist on
               the Exchange Date which event or condition, would constitute an
               Event of Default or a Debt Test Default or with notice or lapse
               of time or both would constitute an Event of Default or a Debt
               Test Default.

     (vii)     No Merger.  After the date of this Agreement and through the
               ---------                                                   
               Exchange Date, the Company shall not have consolidated with,
               merged into, or sold, leased, transferred or otherwise disposed
               of all or substantially all of its properties and assets to, any
               other Person except as disclosed in the Company's Form 8-K dated
               November 11, 1993, as filed with the Commission, and there shall
               not have occurred a Change of Control Date.

     (viii)    Legality.  The Public Notes being purchased by you on the
               --------
               Exchange Date shall qualify on the Exchange Date as a legal
               investment for mutual life insurance companies under Section
               1405(a)(2) of the New York Insurance Law, and such purchase shall
               not subject you to any penalty or other onerous condition under
               or pursuant to any applicable law or governmental regulation; and
               you shall have received such certificates or other evidence as
               you may reasonably request to establish compliance with this
               condition.

     (ix)      No Change in Registration Statement, etc.   After the date on
               ----------------------------------------
               which the Registration Statement becomes effective and through
               the Exchange Date, there shall not have come to your attention
               any facts that reasonably cause you to believe that the
               Prospectus, on the Exchange Date, contains any untrue statement
               of a material fact or omits to state a material fact required to
               be stated therein or necessary in order to make the statements
               therein, in the light of the circumstances existing on the
               Exchange Date, not misleading. The Public Note Resolutions, in
               form and substance satisfactory to you, shall have been duly
               adopted by the Board of Directors.

     (x)       Officer's Certificate.  The Company shall have delivered to you
               ---------------------
               on the Exchange Date a certificate or certificates, signed by an
               authorized officer of the Company to the effect that the facts
               required to exist by Clauses (iii), (vi) and (vii) of this (S)5.2
               exist on such Exchange Date.

     (xi)      Comfort Letter.  You shall have received on the Exchange Date
               --------------
               from Coopers & Lybrand a letter, dated as of the Exchange Date,
               addressed to you and in form and substance satisfactory to you,
               to the effect set forth in Exhibit H .

     (xii)     Proceedings.  All proceedings to be taken in connection with the
               -----------                                                     
               transactions contemplated by this Agreement, including all
               filings with the Commission, and all documents incidental
               thereto, shall be reasonably satisfactory in form and substance
               to you; and you shall have received copies of all documents which
               you may reasonably request in connection

<PAGE>
 
               with said transactions and copies of the records of all corporate
               proceedings in connection therewith in form and substance
               satisfactory to you.

     (xiii)    Trustee's Certificate.  You shall have received on the Exchange
               ---------------------
               Date a certificate dated the Exchange Date and signed by an
               authorized officer of the Trustee on behalf of the Trustee to the
               effect that: (a) the Indenture has been duly authorized, executed
               and delivered by the Trustee (assuming due authorization,
               execution and delivery thereof by the Company); and (b) the
               Public Notes delivered to you on the Exchange Date have been duly
               authenticated and delivered by the Trustee in accordance with the
               provisions of the Indenture (assuming payment for the Notes by
               you in accordance with this Agreement and assuming that all
               necessary corporate actions on the part of the Company have been
               taken).

     (S)6.     Covenants of the Company.
               ------------------------ 

     (S)6.1.   Home Office Payment.  Notwithstanding any provision to the
               --------------------                                      
contrary in the Notes, the Public Notes or the Indenture, the company will
promptly and punctually pay to you at the place and in the manner provided in
Annex I hereto, (or in such other manner or at such other address as you may
from time to time designate by written notice to the Company) all amounts
payable in respect of the principal of, the premium, if any, and interest on,
any Notes or Public Notes then held by you or your nominee, without any
presentment thereof and without any notation of such payment being made thereon.

     In the event that you shall sell any Notes or Public Notes, you shall,
prior to the delivery of such Notes or Public Notes, make or cause to be made a
notation thereon of the date to which interest has been paid thereon and, if not
theretofore made, a notation of the extent to which payment has been made on
account of the principal thereof.

     The provisions of this (S)6.1 shall apply to you and your respective
successors, and any payments made to any subsequent holder of the Notes shall be
made as provided in the Notes and any payments made to any subsequent holder of
the Public Notes shall be made as provided in the Indenture.

     (S)6.2.   Expenses.  Whether or not the transactions contemplated by this
               --------                                                       
Agreement shall be consummated, the Company agrees to pay (i) all expenses
incident to the performance of its obligations under this Agreement, the
Indenture, the Notes and the Public Notes, including but not limited to (a) the
printing and filing of the Registration Statement, the Prospectus and the
Indenture and all amendments and supplements thereto and (b) the fees and
disbursements of the Company's counsel and accountants and (ii) to pay to you
$15,000 as a processing fee to cover your expenses in preparing for, documenting
and closing the transactions contemplated by this Agreement and to pay all your
reasonable out-of-pocket expenses incident to any amendment, consent or waiver
(whether or not given) relating to this Agreement, the Notes, the Public Notes
or the

<PAGE>
 
Indenture. The obligations of the Company under this (S)6.2 shall survive the
Closing Date and the Exchange Date.

     If at any time after the date of this Agreement, the Company shall default
in the performance or observance of any covenant or agreement contained in this
Agreement, the Company will pay to you, to the extent permitted under applicable
law, all reasonable out-of-pocket expenses incurred by you in connection with
such default and such further amount as shall be sufficient to cover the cost
and expense of recovering any judgement relating to such default, including
reasonable compensation to the counsel retained by you for any services rendered
in that connection.

     (S)6.3.   Indemnity for Replacement Notes.  If you or any of your
               -------------------------------                        
subsidiaries or your respective successors shall hold any of the Notes or the
Public Notes, then, notwithstanding (S)1.03 of the Notes or Section 306 of the
Indenture, respectively, an indemnity agreement provided by you or such
subsidiary or your respective successors in favor of the Company, in the case of
the Notes, and in favor of the Company, the Trustee and any authenticating
agent, in the case of the Public Notes, shall constitute sufficient indemnity
(and security shall not be required) for the purposes of the Notes or the
Indenture, as the case may be, in any case of destruction, loss, theft or
mutilation of any of the Notes or the Public Notes.  This covenant shall survive
the Closing Date and the Exchange Date.

     (S)6.4.   Amendments to Registration Statement.  If at any time after the
               ------------------------------------                           
date on which the Registration Statement becomes effective and through the
Exchange Date any event shall have occurred or any condition shall exist as a
result of which in your reasonable opinion or in the reasonable opinion of
counsel for the Company, it shall be necessary to amend or supplement the
Prospectus, as then amended or supplemented, so that the Prospectus will not
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances then existing, not misleading or if, in your reasonable opinion or
in the reasonable opinion of such counsel, it shall be necessary at any such
time to amend or supplement the Registration Statement or the Prospectus in
order to comply with the requirements of the Securities Act or the Exchange Act
or the respective rules and regulations of the Commission thereunder, the
company shall promptly prepare and file with the Commission such amendment or
supplement, whether by filing documents pursuant to the Exchange Act, the
Securities Act or otherwise, as shall be necessary to correct such untrue
statement or omission or to effect such compliance.

     (S)6.5.   Notice of Certain Actions.  After the date on which the
               -------------------------                              
Registration Statement becomes effective and through the Exchange Date, the
Company will notify you immediately (and confirm such notice in writing) (i) of
the effectiveness of any amendment to the Registration Statement, (ii) of the
receipt of any comments from the Commission with respect to the Registration
Statement or the Prospectus, (iii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement 

<PAGE>
 
or the institution or threatening of any proceedings for such purpose. The
Company will use its best efforts to prevent the issuance of any such stop order
and, if any such stop order shall be issued, to obtain the lifting thereof at
the earliest possible time. After the date of this Agreement and through the
Exchange Date, the Company will promptly, upon mailing or delivery to the
Commission, provide you with copies of any amendment or supplement to the
Prospectus, any amendment to the Registration Statement or any other document to
be filed with the Commission.

     (S)6.6.   Filing of Exchange Act Reports.  After the date on which the
               ------------------------------                              
Registration Statement becomes effective and through the Exchange Date, the
Company will file promptly all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the Exchange Act, and so long as
either the Notes or the Public Notes are outstanding, shall provide to you
copies of all such documents, including, without limitation, all financial
statements of the Company required to be filed with the Commission and, in
addition, copies of the Company's Annual and Quarterly Reports to its
shareholders and any other reports to its shareholders.

     (S)6.7.   Delivery of Registration Statement, etc.  The Company will
               ---------------------------------------
furnish to you upon request, without charge, a conformed copy of the
Registration Statement (including all exhibits filed therewith or incorporated
or deemed to be incorporated by reference therein) and of each amendment thereto
which shall become effective on or prior to the Exchange Date and such number of
copies of any amendments and supplements to the Prospectus as you may reasonably
request.

     (S)6.8.   Change of Control and Debt Test Default Redemptions.  Within 10
               ---------------------------------------------------            
days after the occurrence of a Change of Control Date and within 30 days after
the occurrence and continuance of a Debt Test Default, the Company will give you
written notice thereof and shall describe in reasonable detail the facts and
circumstances and the effect thereof on the Company.  Upon such occurrence and
notwithstanding anything to the contrary contained in the Notes or the Public
Notes, the Company will redeem, if you shall so request, all of the Notes or the
Public Notes, subject to the terms of this (S)6.8, which you then hold at the
Redemption Price plus interest accrued on the outstanding principal amount of
such Notes or such Public Notes to the date of redemption.  Such request shall
be made by you in writing not later than 45 days after such Change of Control
Date or 60 days after such notice of a Debt Test Default (if such Debt Test
Default has not been cured within 30 days after the occurrence thereof) and
shall specify (a) the date (the "Redemption Date") upon which the Company shall
redeem such Notes or such Public Notes, which date shall be not less than 15
days nor more than 45 days after the date of such request, and (b) the aggregate
outstanding principal amount of the Notes then held by you.

     On the Calculation Date, you shall give written notice to the Company of
the amount of the Redemption Price of the Notes held by you, which notice shall
set forth in reasonable detail the computation thereof provided, however, that
                                                       --------  -------      
your failure to make such determination shall not affect the obligation of the
Company to pay such Redemption Price when due in accordance with the terms
hereof and you shall have no liability to the 

<PAGE>
 
Company for failure to make such determination. The Redemption Price set forth
in such notice shall be binding on the Company absent manifest error.

     On the Redemption Date, the Company shall redeem the unpaid principal
amount of the Notes or the Public Notes held by you by payment to you of (a) the
Redemption Price of the Notes or the Public Notes held by you and (b) interest
accrued on the aggregate outstanding principal amount of the Notes or the Public
Notes held by you to the Redemption Date.  Upon such payment by the Company in
accordance with the provisions of this (S)6.8, you shall surrender the Notes or
Public Notes held by you to the Company for cancellation.  Payment of the
Redemption Price shall be made as provided in (S)6.1 hereof.

     For the purposes of this (S)6.8, the term "Redemption Price" shall mean the
greater of (1) the sum of the respective Payment Values of each prospective
interest payment and the principal payment at maturity in respect of the Notes
being redeemed pursuant to this (S)6.8 (the amount of each such payment being
herein referred to as a "Payment"), and (2) the unpaid principal amount of the
Notes so being redeemed.  The Payment Value of each Payment shall be determined
by discounting such Payment at the Reinvestment Rate for the period from the
scheduled date of such Payment to the Redemption Date.  The Reinvestment Rate is
the sum of (a) .50% and (b) the yield which shall be imputed from the yields of
those actively traded "On The Run" United States Treasury securities, as
reported on the Cantor-Fitzgerald brokerage screen available on Telerate
Information Systems (page 500 mid-point of Bid/Ask price), having maturities as
close as practicable to the final maturity of the Notes so to be redeemed or, if
such yields shall not be reported as of such time or the yields reported as of
such time are not ascertainable in accordance with the preceding clause, then
the arithmetic mean of the rates, published for the 5 Business Days preceding
the applicable Calculation Date, in the weekly statistical release designated
H.15(519) (or any successor publication) of the Board of Governors of the
Federal Reserve System under the caption "U.S. Government Securities--Treasury
Constant Maturities" opposite the maturity corresponding to the final maturity
of the Notes, (rounded to the nearest month) so to be redeemed.  If no maturity
exactly corresponding to such final maturity of the Notes shall appear therein,
yields for the next longer and the next shorter published maturities shall be
calculated pursuant to the foregoing sentence and the Redemption Price shall be
interpolated from such yields on a straight-line basis (rounding in each of such
relevant periods, to the nearest month).  The yields of such United States
Treasury securities (under both of the methods described above) shall be
determined as of 10:00 a.m., New York time, on the Calculation Date.

     For the purpose of this (S)6.8, the term "Calculation Date" shall mean the
fifth Business Day prior to the Redemption Date.

     The provisions of this (S)6.8 shall apply only to you and your subsidiaries
which hold any of the Notes or the Public Notes and to your respective
successors but shall not apply to any other subsequent holder of the Notes or
the Public Notes.  The obligations of the Company under this (S)6.8 shall
survive the Closing Date and the Exchange Date and may be enforced by specific
performance.

<PAGE>
 
     (S)6.9.   Indebtedness.
               ------------ 

               (a)  Maintenance Test.  The Company will not at any time permit
                    ----------------
     Total Indebtedness to exceed 60% of Total Capital.

               (b)  Optional Redemption.  If at any time the Company determines
                    -------------------
     that within 3 months after such date of determination that the Company
     shall be in violation of the covenant contained in (S)6.9(a), it may give
     you written notice thereof and a written request for a waiver or consent
     with respect to such violation. Such notice shall include a certificate
     signed by the chief financial officer of the Company describing in
     reasonable detail the facts and circumstances giving rise to such
     anticipated violation. In the event that you fail to grant the Company a
     waiver or consent with respect to such anticipated violation within 60 days
     (the "Waiver Period") after the date of such notice, the company may, at
     its option and notwithstanding anything to the contrary contained in the
     Notes, redeem all of the Notes or the Public Notes, subject to the term of
     this (S)6.9, then held by you at the Redemption Price plus interest accrued
     on the outstanding principal amount of the Notes or the Public Notes to the
     date of redemption. The Company shall give you written notice of such
     election to so redeem the Notes or the Public Notes not later than 5 days
     after the earlier of (i) the date on which it has received written notice
     from you declining to grant such waiver or consent or (ii) the expiration
     of the Waiver Period, which notice shall specify (a) the date (the
     "Redemption Date") upon which the Company shall redeem such Notes or Public
     Notes which date shall be not less than 15 days nor more than 45 days after
     the date of such notice, and (b) the aggregate principal amount of the
     Notes or the Public Notes then held by you.

     On the calculation Date you shall give written notice to the Company of the
amount of the Redemption Price of the Notes or the Public Notes held by you,
which notice shall set forth in reasonable detail the computation thereof
provided, however, that your failure to make such determination shall not affect
--------  -------                                                               
the obligation of the Company to pay such Redemption Price when due in
accordance with the terms hereof and you shall have no liability to the Company
for failure to make such determination.  The Redemption Price set forth in such
notice shall be binding on the Company absent manifest error.

     On the Redemption Date, the Company shall redeem the unpaid principal
amount of the Notes or the Public Notes held by you by payment to you of (a) the
Redemption Price of the Notes or the Public Notes held by you and (b) interest
accrued on the aggregate outstanding principal amount of the Notes or the Public
Notes held by you to the Redemption Date.  Upon such payment by the Company in
accordance with the provisions of this (S)6.9, you shall surrender the Notes or
Public Notes held by you to the Company for cancellation.  Payment of the
Redemption Price shall be made as provided in (S)6.1 hereof.

For the purpose of this (S)6.9, the terms "Redemption Price" and "Calculation
Date" shall have the meanings set forth for such terms in (S)6.8.

<PAGE>
 
     The provision of this (S)6.9 shall apply only to you and your subsidiaries
which hold any of the Notes or the Public Notes and to your respective
successors but shall not apply to any other subsequent holder of the Notes or
the Public Notes.  The obligations of the Company under this (S)6.9 shall
survive the Closing Date and the Exchange Date and maybe enforced by specific
performance.

     (S)7.     Indemnification. (a) The Company will indemnify and hold you
               ---------------                                             
harmless against any losses, claims, damages or liabilities, joint or several,
to which you may become subject in respect of claims of third parties, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus as amended or supplemented, or any other
prospectus issued or authorized by the Company relating to the Public Notes or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse you for any legal or other expenses reasonably incurred by you in
Connection with investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
contained in the Registration Statement, the Prospectus as amended or
supplemented, or any other prospectus issued or authorized by the Company
relating to the Public Notes, or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by you
expressly for use therein.  The Company acknowledges that the statements set
forth under the heading "Plan of Distribution" in the Prospectus relating to the
Public Notes constitute the only information furnished in writing by you for
inclusion in the documents referred to in the foregoing indemnity, and you
confirm that such statements with respect to you are correct.

     (b)       You will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject
in respect of claims by third parties under the securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Prospectus as amended or
supplemented, or any other prospectus issued or authorized by the Company
relating to the Public Notes, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent. that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Prospectus as amended or supplemented, or any other
prospectus issued or authorized by the Company relating to the Public Notes or
any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by you expressly for use therein; and you
will reimburse the Company for any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such action or
claim.

<PAGE>
 
     (c)       Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof. the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be inside counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation and cooperation
with the defense thereof by the indemnifying party. An indemnifying party shall
not be liable for any settlement of any action or claim effected without its
consent.

     (d)       The obligations of the Company and you under this (S)7 shall be
in addition to any liability which the Company or you may otherwise have and
shall extend, upon the same terms and conditions, to each Person, if any, who
controls you or the Company, as the case may be, within the meaning of the
Securities Act or the Exchange Act and to each director of the Company and to
each officer of the Company who has signed the Registration Statement, as
amended.

     (e)       The provisions of this (S)7 shall survive the execution and
delivery of the Public Notes to you and the acquisition of the Public Notes by
you as provided in (S)5.

     (S)8.     Definitions.  For all purposes of this Agreement, except as
               -----------                                                
otherwise expressly provided herein or unless the context otherwise requires,
the following terms shall have the respective meanings set forth below, or set
forth in the section of this Agreement or the Notes indicated following such
term, which shall include the plural as well as the singular:

     "Affiliate" has the meaning specified in (S)6 of the Notes.
      ---------                                                 

     "Annual Report" has the meaning specified in (S)2.3.
      -------------                                      

     "Board of Directors" has the meaning specified in (S)6 of the Notes.
      ------------------                                                 

<PAGE>
 
     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
      ------------                                                            
which is not a day on which banking institutions in the Borough of Manhattan,
The City of New York or Boston, Massachusetts are authorized or obligated by law
or executive order to close.

     "Change of Control Date" shall mean the date of the first acquisition
      ----------------------                                                  
subsequent to March 3, 1994 by any Person, or related Persons which would
constitute a "group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934, of (i) beneficial ownership of shares of the issued and outstanding
capital stock of the Company possessing more than 50% of the voting power to
elect members of the Board of Directors or (ii) all or substantially all of the
properties and assets of the Company.

     "Closing Date" has the meaning specified in (S)1.2.
      ------------                                      

     "Commission" means the Securities and Exchange Commission or any
      ----------                                                     
governmental body succeeding to such of its authority an may from time to time
be relevant to this Agreement and the transactions contemplated hereby.

     "Debt Test Default" shall mean failure by the Company to comply with the
      -----------------                                                      
provisions of (S)6.9(a).

     "Exchange Date" has the meaning specified in Section (S)6 of the Notes.
      -------------                                                         

     "Event of Default" has the meaning specified in (S)7 of the Notes.
      ----------------                                          

     "Exchange Act" has the meaning specified in Exhibit E hereto.
      ------------                                                

     "Incorporated Documents" has the meaning specified in Exhibit E hereto.
      ----------------------                                                

     "Indebtedness" has the meaning set forth in (S)6 of the Note.
      ------------                                                

     "Indenture" has the meaning specified in (S)5.2.
      ---------                                      

     "1998 Indenture" has the meaning specified in (S)1.2.
      --------------                                     
     
     "Notes" has the meaning specified in (S)1.1.
      -----

     "Person" means any individual, corporation, partnership, joint venture,
      ------                                                                
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "Prospectus" has the meaning specified in Exhibit E hereto.
      ----------                                                

     "Public Notes" has the meaning specified in (S)5.1.
      ------------                                      

<PAGE>
 
     "Public Note Resolutions" has the meaning specified in (S)5.2.
      -----------------------

     "Registration Statement" has the meaning specified in Exhibit E hereto.
      ----------------------

     "Securities Act" has the meaning specified in Exhibit E hereto.
      --------------

     "Subsidiary" has the meaning specified in (S)6 of the Notes.
      ----------                                                 

     "Total Capital" means the sum of Total Indebtedness and Total Net Worth.
      -------------                                                          

     "Total Indebtedness" means all Indebtedness of the Company and its
      ------------------                                               
Subsidiaries on a consolidated basis.

     "Total Net Worth" means the excess of the (i) total assets of the Company
      ---------------                                                         
and its Subsidiaries over (ii) total liabilities of the Company and its
Subsidiaries, on a consolidated basis.

     "Trustee" has the meaning specified in (S)5.2.
      -------                                      

     "Trust Indenture Act" has the meaning specified in Exhibit E hereto.
      -------------------                                                

     (S)9.     Communications.  All communications provided for under this
               --------------                                             
Agreement or under the Notes or the Public Notes (other than payments in respect
thereof which shall be made in accordance with (S)5.1) shall be in writing, and
if to you, mailed (by registered or certified mail) or delivered at the address
set forth in Annex I hereto or sent by telecopier to the number set forth in
Annex I hereto and if to the Company, mailed (by registered or certified mail)
or delivered to the Company at its office at 80 Ashby Road, Bedford,
Massachusetts 01730, Attention: Chief Financial Officer, or sent to the Chief
Financial Officer by telecopier, number (781) 275-1071, or addressed to either
party at any other address in the United States of America that such party shall
hereafter designate by written notice to the other party.

     (S)10.    Miscellaneous.
               ------------- 

     (S)10.1.  Governing Law.  This Agreement shall be governed by and construed
               -------------                                                    
in accordance with the internal laws of the Commonwealth of Massachusetts
without reference to principles of conflict of laws, except as required by
mandatory provisions of law.

     (S)10.2.  No Oral Change.  This Agreement may not be changed orally, but
               --------------                                               
only by an agreement in writing and signed by the party against whom enforcement
of any waiver, change, modification or discharge is sought.

<PAGE>
 
     (S)10.3.  Successors and Assigns.  Except as otherwise provided in (S)6.1,
               ----------------------
(S)6.3, (S)6.8 and (S)6.9, all covenants, agreements, representations and
warranties made herein or in certificates delivered in connection herewith by or
on behalf of the Company shall survive the issue and delivery of the Notes and
the Public Notes to you, and shall bind the successors and assigns of the
Company, whether so expressed or not, and all such covenants, agreements,
representations and warranties shall inure to the benefit of your successors and
assigns, including any subsequent holder of any of the Notes or the Public
Notes.

     (S)10.4.  Headings.  The headings of the sections and subsections of this
               ---------                                                      
Agreement are for convenience only and do not constitute a part of this
Agreement.

     (S)10.5.  Counterparts.  This Agreement may be executed in any number of
               ------------                                                  
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

      If the foregoing is in accordance with your understanding of our
agreement, please sign the form of acceptance on the enclosed counterpart of
this letter agreement and return one of the same to the Company, whereupon this
letter shall become a binding agreement between you and the Company.

                              Very truly yours,

                              MILLIPORE CORPORATION


                              BY:__________________________

                              Its:_________________________


                           THE FOREGOING AGREEMENT IS
hereby agreed to as of the
date hereof.

METROPOLITAN LIFE INSURANCE
   COMPANY
By:__________________________

Its:_________________________


By:__________________________

Its:_________________________

<PAGE>
 
                                    ANNEX I
                                    -------
                                                             Aggregate Principal
                                                             Amount of Notes To
Purchaser                                                     Be Purchased
---------                                                    -------------------

METROPOLITAN LIFE
INSURANCE COMPANY

All payments on account of the Notes held by such
purchaser shall be made by wire transfer of
immediately available funds not later than
12:00 noon New York time on the date
payment is due for credit to:

Metropolitan Life Insurance Company -
Corporate Investments, Account
No. 002-2-410591
The Chase Manhattan Bank, N.A.
Metropolitan Branch
33 East 23rd Street
New York, New York  10010
ABA # 021000021

Each such wire transfer shall set forth the name of the
Company, the coupon rate of the Notes, a reference to
PPN 601073A@8 and shall request the bank to send a
credit advice to Metropolitan Life Insurance Company.

Addresses for all communications and notices:

Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Attention: Treasurer

with a copy to:

Metropolitan Life Insurance Company
Corporate Investments
200 Park Avenue, 21st floor
New York, New York 10166
Attention: Vice President
Telecopier Number: (212) 692-5784

<PAGE>
 
                                   EXHIBIT A

                             MILLIPORE CORPORATION

                                  SENIOR NOTE
                               DUE MARCH 3, 2004


 R-1                                                      Boston, Massachusetts
$100,000,000                                              March 3, 1994

MILLIPORE CORPORATION, a corporation duly organized and existing under the laws
of the Commonwealth of Massachusetts (hereinafter called the "Company"), for
value received, hereby promises to pay to METROPOLITAN LIFE INSURANCE COMPANY or
registered assigns, on March 3, 2004, the principal amount of ONE HUNDRED
MILLION DOLLARS ($100,000,000) (or so much thereof as shall not have been
prepaid) in such coin or currency of the United States of America as at the time
of payment shall be legal lender for public and private debts, at the principal
office of the Bank of Boston, in the city of Boston, State of Massachusetts, and
to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) at said office, in like coin or currency, on the unpaid portion of said
principal amount from the date hereof, semi-annually on the 3rd day of March and
September in each year, commencing September 3, 1994, at the rate of 6.78% per
annum until March 3, 1995 and at the rate of 7.03% per annum from March 3, 1995
until such unpaid portion of such principal amount shall have become due and
payable and at the Overdue Interest rate thereafter and, so far as may be
lawful, on any overdue installment of interest at the Overdue Interest Rate.

          (S)(S)1.   The Notes,  Exchanges, etc.
                     -------------------------- 

          (S)1.01.   The Notes.
                     --------- 

          This Note is one of an authorized issue of registered senior
promissory notes (hereinafter called the "Notes"), each in the denomination of
$1,000 or a multiple thereof, made by the Company in an aggregate principal
amount of $100,000,000, maturing on March 3, 2004, and bearing interest payable
at the same rates and on the same dates as the interest on the principal amount
of this Note.

          (S)1.02.  Transfer or Exchange of Notes.  
                    -----------------------------                              

          The Notes are issuable only as registered Notes. The Company will keep
at its office or agency maintained as provided in (S)3.02 a register in which 
the Company shall provide for the registration and registration of transfer of
the Notes.

<PAGE>
 
          The holder of any Note may, at its option and either in Person or by
duly authorized attorney, surrender the same at said office for registration of
transfer or exchange, accompanied if surrendered for transfer by a written
instrument of transfer duly executed by such holder or attorney.  In case any
holder shall so request transfer or exchange of a Note held by it, the Company
shall, without expense to such holder (other than transfer taxes, if any),
deliver to or upon its order one or more Notes in the same aggregate unpaid
principal amount as the Note so surrendered, each dated the later of the date
of, or the date to which interest has been paid on, the Note so surrendered, in
the principal amount of $1,000 or an integral multiple thereof, and registered
in such name or names as shall be specified by such holder.  Every Note so made
and delivered in exchange for this Note shall be in the same form and have the
same terms as this Note, except for date, principal amount and name of the
registered holder.

          (S)1.03.  Loss, Theft or Destruction of Notes.
                    ----------------------------------- 

          Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of any such
loss, theft or destruction, upon receipt of a bond or indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation, upon
surrender and cancellation of this Note, the Company will make and deliver, in
lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor
and unpaid principal amount and dated the later of the date of, or the date to
which interest has been paid on, the lost, stolen, destroyed or mutilated Note.

          (S)l.04.  Persons Deemed Owners.
                    --------------------- 

          Prior to due presentment for registration of transfer of this Note,
the Company may deem and treat the registered holder hereof as the absolute
owner of this Note for the purpose of receiving payment of or on account of the
principal of and premium, if any, and interest on this Note, and for the purpose
of any notice, waiver or consent hereunder, and payment of this Note shall be
made only to or upon the order in writing of such holder.

          (S)(S)2.  Prepayment of Notes.
                    ------------------- 

          (S)2.01.  Optional Prepayments.
                    -------------------- 

          Upon notice given as provided in (S)2.02, the Company at its option
may prepay the Notes at any time as a whole or in part from time to time (in
multiples of $1,000,000 principal amount) at the Yield Maintenance Price. Each
such notice shall specify on which such prepayment is to be made (the
"Redemption Date"), the principal amount of the Notes of each holder so to be
prepaid and the interest accrued thereon to the Redemption Date.

          On the Calculation Date, the Computing Holder shall give written
notice to the Company of the amount of the Yield Maintenance Price of the
principal amount of the Notes so to be prepaid, which notice shall set forth in
reasonable detail the computation 

<PAGE>
 
thereof; provided, however, that the failure of the Computing Holder to make
         --------  -------
such determination shall not affect the obligation of the company to pay such
Yield Maintenance Price when due in accordance with the terms of the Notes and
the Computing Holder shall have no liability to the Company or any other holder
for its failure to make such determination. The Yield Maintenance Price set
forth in such notice shall be binding on the Company and all of the holders,
absent manifest error.

          Promptly after each such Calculation Date, the Company shall deliver
to each holder of Notes on or before such Redemption Date a certificate signed
by a principal financial officer of the company setting forth the Yield
Maintenance Price of the principal amount of the Notes held by such holder so to
be prepaid, accompanied by a copy of the written notice by the Computing Holder
referred to above (which sets forth the computation of the Yield Maintenance
Price of the Notes held by the Computing Holder).

          (S)2.02.  Notice of Prepayment and Other Notices.
                    --------------------------------------

          The Company shall give written notice of any prepayment of this Note
or any portion hereof pursuant to (S)2.01 not less than 30 nor more than 60 days
prior to the date fixed for such prepayment in such notice, which notice shall
specify the amount so to be prepaid, together with the interest to be paid
thereon and the date fixed for such prepayment. Any notice of prepayment and all
other notices to be given to any holder of this Note shall be given by
registered or certified mail to such holder at its address designated on the
date of such notice on the register or other record maintained by the Company.

          (S)2.03.  General Provisions concerning Prepayments.
                    -----------------------------------------

          In the event of any prepayment of less than all the outstanding Notes
pursuant to (S)2.01, the Company will allocate the principal amount so to be
prepaid (but only in units of ,000) among the holders of Notes in proportion, as
nearly as may be, to the respective principal amounts of such Notes not
theretofore called for prepayment of which they shall be holders.

          Upon notice of any prepayment pursuant to (S)2.01 being given as
provided in (S)2.02, the Company covenants and agrees that it will prepay on the
date therein fixed for prepayment the principal amount of this Note so to be
prepaid as specified in such notice at the Yield Maintenance Price together with
interest accrued thereon to such date fixed for prepayment.

          (S)2.04.  Surrender of Notes; Notation Thereon.
                    ------------------------------------ 

          The Company may, as a condition of Payment of all or any of the
principal of, premium, if any, or interest on this Note, require the holder to
present this Note for notation of such payment and, if this Note be paid in
full, require the surrender hereof.

<PAGE>
 
          (S)2.05.  Interest After Date Fixed for Prepayment.
                    ---------------------------------------- 

          This Note or any portion hereof to be prepaid pursuant to (S)2.01
shall cease to bear interest on and after the date fixed for such prepayment,
unless upon presentation for the purpose, the Company shall fail to pay this
Note or such portion, as the case may be, on or before the date fixed for such
prepayment, in which event this Note or such portion, as the case may be, shall
bear interest on the principal amount thereof or the Yield Maintenance Price as
the case may be, at the Overdue Interest Rate from and after such date until
paid and, so far as may be lawful, any overdue installment of interest shall
bear interest at the Overdue Interest Rate.

          (S)2.06.  Prepayment By Delivery of Public Notes
                    --------------------------------------

          A.   Subject to and upon compliance with the provisions of this
(S)2.06, the Company, at its option, may prepay and thereby satisfy finally and
in full the Notes, as a whole, (but not less than the whole) at any time on or
prior to March 3, 1995 at the principal amount thereof then outstanding,
together with interest thereon to the date fixed for such prepayment, which
aggregate amount of principal and accrued interest shall be paid and satisfied
by the Company by the delivery to each holder of Notes against delivery of the
Notes to the Company for cancellation of (i) a non-interest bearing promissory
note of the Company made in favor of such holder providing for the payment on
the next date which would otherwise have been an interest payment date hereunder
of a principal amount equal to the interest accrued on the Note to the date
fixed for prepayment and (ii) duly issued Public Notes, dated as of the Exchange
Date, and payable to such Person or Persons, or registered assigns, all as may
be designated by such holder, for the same aggregate principal amount as the
principal amount of the Notes being prepaid by the delivery of such Public
Notes. The Company shall give written notice of the prepayment of this Note in
accordance with this (S)2.06 not less than 15 nor more than 60 days prior to the
date fixed for prepayment in such notice, which date shall be known hereinafter
as the "Exchange Date".

          B.   The right of the Company to prepay and thereby satisfy in full
the Notes on the exchange date in the manner provided in paragraph A hereof
shall be subject to the execution and delivery of, and the satisfaction and
performance of all of the terms and conditions of (S)5 of the Agreement.
Notwithstanding anything to the contrary herein contained, the Company shall
provide the holders of Notes with copies of any Registration Statement,
Prospectus or any amendment or supplement thereto which are intended to be filed
with the Commission at least 5 Business Days prior to the intended filing
thereof. In the event that any such holder objects to all or any portion of such
document, the Corporation shall not file the same with the Commission until such
document, as modified, supplemented or otherwise altered, as the case may be,
shall be approved by the dissenting holder, which approval shall not
unreasonably be withheld.

<PAGE>
 
            C.   Upon the giving of written notice of the intent of the Company
to prepay this Note in compliance with the provisions of paragraph A hereof, the
Company will prepay the Note on the Exchange Date in accordance with the
provisions of this Note.

            D.   Any Note prepaid pursuant to the provisions of this (S)2.06
shall be deemed to have been paid and satisfied finally and in full by the
company by the delivery of the promissory note and Public Notes referred to in
paragraph A hereof, shall cease to be outstanding, shall be cancelled and
destroyed and the holder thereof shall cease to have any further rights in,
under or to such Note except to receive the promissory note and the Public Note
referred to in paragraph A hereof, and such promissory note and the Public Notes
shall be deemed to have been received by the holder in full and final payment
and absolute satisfaction of the Note and the indebtedness evidenced thereby and
the Company shall cease to have any further obligations with respect to the Note
and the indebtedness evidenced thereby. The provisions of (S)2.05 hereof shall
apply mutatis mutandis to any prepayment by the Company under this (S)2.06.
      ----------------                                                     

          (S)(S)3.  Affirmative Covenants.
                    ---------------------

            The company covenants and agrees that so long as this Note shall be
  outstanding:

          (S)3.01.   To Pay Notes.
                     ------------

          The Company will punctually pay or cause to be paid the principal,
interest and Yield Maintenance Price, if any, to become due in respect of this
Note according to the terms hereof.

          (S)3.02.  Maintenance
                    -----------

          The Company will maintain an office or agency in Bedford,
Massachusetts, (or such other place in the United States of America as the
Company may designate in writing to the holder hereof) , where notices,
presentations and demands to or upon the Company in respect of the Notes may be
given or made.

          (S)3.03.  Existence.
                    --------- 

          Subject to (S)4.03, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and corporate franchises; provided, however, that the
                                                  --------  -------          
Company will not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of its business and that the loss thereof is not disadvantageous-in
any material respects to the holder of any Note.

<PAGE>
 
          (S)3.04.  Financial Statements; Compliance Certificates; Additional
                    ---------------------------------------------------------
Information and Inspection.
---------------------------

          A.   Financial Statements and Reports.  So long as you (or a nominee
               ---------------------------------                              
designated by you) shall hold any of the Notes, the Company will deliver to you
in duplicate:

           (1) as soon as practicable, and in any event within 60 days after the
end of each quarterly period (other than the last quarterly period) in each
fiscal year of the Company, the consolidated statement of income consolidated
stockholders' equity and consolidated cash flows of the Company and its
Subsidiaries for such period and for that part of the fiscal year ended with
such quarterly period and consolidated balance sheets of the Company and its
Subsidiaries as at the end of such period, setting forth in each case in
comparative form the corresponding figures as at the end of and for the
corresponding period of the preceding fiscal year, all in reasonable detail,
prepared in conformity with generally accepted accounting principles applied on
a basis consistent with that of previous years (except as otherwise stated
therein or in the notes thereto and except that footnotes shall not be required)
and certified by the chief financial officer of the Company as presenting fairly
the consolidated financial condition and results of operations and consolidated
cash flows of the Company and its Subsidiaries as at the end of and for the
fiscal periods to which they relate, subject to year-end audit adjustments;

           (2) as soon as practicable, and in any event within 90 days after the
 end of each fiscal year, the consolidated balance sheet and related statements
 of consolidated income, consolidated stockholders' equity and consolidated cash
 flows of the Company and its Subsidiaries as at the end of and for such year,
 setting forth in each case in comparative form the corresponding figures of the
 previous fiscal year, all in reasonable detail, prepared in conformity with
 generally accepted accounting principles applied on a basis consistent with
 that of previous years (except as otherwise stated therein or in the notes
 thereto) and certified by the chief financial officer of the Company as
 presenting fairly the financial condition and results of operations and
 consolidated cash flows of the Company and its Subsidiaries as at the end of
 and for the fiscal period to which they relate, and accompanied by a report or
 opinion of independent auditors of recognized national standing selected by the
 Company stating that such financial statements present fairly the consolidated
 financial condition and results of operations and consolidated cash flows of
 the Company and its Subsidiaries in accordance with generally accepted
 accounting principles consistently applied (except for changes in application
 with which such accountants concur) and that the examination of such
 accountants in connection with such financial statements has been made in
 accordance with generally accepted auditing standards;

<PAGE>
 
     (3) concurrently with the financial statements delivered pursuant to
(S)3.04A(2), the written statement of said accountants that in making the audit
necessary for their report or opinion on said financial statements they have
obtained no knowledge of any Event of Default or event which, with notice or
lapse of time or both, would constitute such Event of Default or, if such
accountants shall have obtained knowledge of any Event of Default or event, they
shall disclose in such statement the Event of Default or event and the nature
and status thereof; but such accountants shall not be liable, directly or
indirectly, to anyone for any failure to obtain knowledge of any such Event of
Default or event;

     (4)   concurrently with the financial statements delivered pursuant to
(S)3.04A(2), a Certificate of the chief financial officer of the Company (a)
setting forth, as of the end of the preceding fiscal year, the extent to which
the Company and its Subsidiaries have complied with the requirements of
(S)(S)4.01 and 4.02 of the Notes and (S)6.9(a) of the Agreement, including in
each case a brief description, together with all necessary computations, of the
manner in which such compliance was determined, (b) stating that a view of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under his supervision to determine whether the Company has
fulfilled all of its obligations under the Agreement and the Notes and (c)
stating that, to the best of his knowledge, the Company is not and has not been
in default in the fulfillment of any of the terms, covenants, provisions or
conditions hereof or thereof, or, if any such default exists or existed,
specifying such default or defaults and the nature and status thereof;

     (5)   as soon as practicable, copies of all such financial statements,
proxy statements and reports as the Company shall send to its stockholders and
all registration statements and regular periodic reports, if any, which it or
any of its Subsidiaries may file with the Securities and Exchange Commission or
any governmental agency or agencies substituted therefor or with any national
securities exchange;

     (6)   immediately upon a responsible officer of the Company becoming aware
of the existence of a condition, event or act which constitutes an Event of
Default or an event of default under any other evidence of Indebtedness of the
Company or any Subsidiary, or which, with notice or lapse of time or both, would
constitute such an Event of Default or event of default, a written notice
specifying the nature and period of existence thereof and what action the
Company or such Subsidiary, as the case may be, is taking or proposes to take
with respect thereto; and

     (7)   such other information as to the business and properties of the
Company and of its Subsidiaries as you may from time to time reasonably request.

           (S)3.05.  Inspection.  So long as you (or a nominee designated by
                     ----------                                            
you) shall hold any of the Notes, you shall have the right to visit and inspect,
at your expense, any of the Properties of the Company or of any of its
Subsidiaries and its books of account and those of its Subsidiaries and to
discuss the affairs, finances and accounts of the Company and its Subsidiaries
with its and their officers and independent public accountants, all at such
reasonable times and as often as you may reasonably request.

<PAGE>
 
          (S)(S)4.   Restrictive Covenants.
                     --------------------- 

          The Company covenants and agrees that so long as this Note shall be
outstanding:

          (S)4.01.   Limitations on Liens.   Neither the Company nor any of its
                     --------------------                                     
Subsidiaries shall mortgage or pledge, or permit to be created any mortgage,
pledge or other lien or encumbrance (such mortgages, pledges, liens or
encumbrances being referred to herein as "Liens") upon any of its property or
assets to secure Indebtedness, and shall from time to time take such steps as
may be necessary effectively to prevent any subsidiary from mortgaging or
pledging, or permitting any Lien to be created upon any of the property or
assets of such Subsidiary to secure Indebtedness, without making effective
provisions whereby the Notes then outstanding shall be secured by such Lien
equally and ratably with the Indebtedness thereby secured, so long as any such
other Indebtedness is so secured; provided, however, that nothing contained in
this (S)4.01 shall prevent, restrict or apply to:

     (1)  Liens existing on the date hereof securing Indebtedness outstanding on
the date hereof;

     (2)  Liens existing on any asset or shares of stock of any corporation at
the time such corporation becomes a Subsidiary;

     (3)  Liens on any asset securing Indebtedness incurred or assumed for the
purpose of financing all or any part of the cost of acquiring, constructing,
improving or repairing such asset (including, without limitation, Liens incurred
in connection with industrial revenue bonds), provided that such Lien attaches
to such asset concurrently with or within 120 days after the acquisition,
construction, improvement or repair thereof;

     (4)  Liens on any asset or shares of stock of any corporation existing at
the time such corporation is merged into or consolidated with the Company or a
subsidiary;

     (5)  Liens existing on any asset or shares of stock prior to the
acquisition thereof by the company or a Subsidiary;

     (6)  Liens arising pursuant to any statute or order of attachment,
distraint or similar legal process arising in connection with court proceedings
so long as the execution or other enforcement thereof is effectively stayed and
the claims secured thereby are being contested in good faith by appropriate
proceedings;

     (7)  Liens securing Indebtedness of a Subsidiary owing to the company or
another Subsidiary;

     (8)  Liens securing taxes, assessments or governmental charges not yet
delinquent or being contested in good faith by appropriate proceedings;

<PAGE>
 
     (9)  Liens securing obligations owing to landlords and mechanics and
materialmen incurred in the ordinary course of business for sums not yet due or
being contested in good faith by appropriate proceedings; and

     (10) Liens arising out of the refinancing, extension, renewal or refunding
of any indebtedness secured by any Lien permitted by any of the foregoing
clauses of this (S)4.01, provided that such Indebtedness is not secured by any
additional assets.

Notwithstanding the foregoing provisions of this (S)4.01, the Company and its
subsidiaries may, without securing the Notes then outstanding, create Liens
securing Indebtedness which would otherwise be subject to the foregoing
restrictions in an aggregate amount (including the value of any Sale and
Leaseback Transaction not otherwise permitted by (S)4.02 or clauses (1) through
(10) of this (S)4.01 which does not at the time exceed 15% of Consolidated Net
Tangible Assets.

          (S)4.02.  Limitation on Sale and Leaseback Transactions.  The Company
                    ---------------------------------------------              
will not, and will not permit any Restricted Subsidiary to sell or transfer any
Important Property owned by it with the intention of taking back a lease on such
property unless the Company or such Restricted Subsidiary would be entitled,
pursuant to the provisions of (S)4.01 hereof to incur Secured Debt equal in
amount to the amount of the Attributable Debt resulting from such Sale and
Leaseback Transaction without equally and ratably securing the Rates.  This
covenant shall not apply to Attributable Debt with respect to any Sale and
Leaseback Transaction if:

     (a)  the lease in such Sale and Leaseback Transaction is for a period not
exceeding three years and the Company or the Restricted Subsidiary which is a
party to such lease intends that its use of such property will be discontinued
on or before the expiration of such period; or

     (b)  the sale or transfer of the Important Property is made prior to, at
the time of, or within 180 days after the later of the date of the acquisition
(including acquisition through merger or consolidation) of such Important
Property or the completion or construction thereof; or

     (c)  the Company or Restricted Subsidiary applies an amount equal to the
value of the property so leased (as determined in any manner approved by the
Board of Directors) to (i) the retirement, within 180 days after the effective
date of such arrangement, of any part of Consolidated Funded Debt or (ii) the
Purchase of other property which will constitute an Important Property or
Important Properties, or both (i) and (ii) ; provided, however, that the amount
                                             --------  -------                 
to be so applied to the retirement of Consolidated Funded Debt or the purchase
of Important Property may be reduced by (i) the principal amount of any Notes
prepaid within 180 days before or after the effective date of any such
arrangement, and (ii) the principal amount of any Consolidated Funded Debt,
other than Notes, retired by the Company or a Restricted Subsidiary within 180
days before or after the effective date of any such arrangement.
Notwithstanding the foregoing, no retirement referred to in this clause (c) may
be effected by payment at maturity or 

<PAGE>
 
pursuant to any mandatory sinking fund payment or any mandatory prepayment
provision or by retirement of Consolidated Funded Debt of the Company which is
subject and subordinated in right of payment to the obligations of the Company
in respect of the Notes; or

     (d)  the lease in such Sale and Leaseback Transaction secures or relates to
obligations issued by a governmental body, to finance the acquisition or
construction of property; or

     (e)  the Sale and Leaseback Transaction is between or among the Company and
one or more Restricted Subsidiaries or between or among Restricted Subsidiaries.

          (S)4.03.  Consolidation, Merger.  Conveyance, Transfer.
                    -------------------------------------------- 

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

     (1)  the Person formed by such consolidation or into which the Company is
merged or the Person which acquired by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly existing under
the laws of the United States of America, any State thereof of the District of
Columbia and shall expressly assume, by a written instrument in form
satisfactory to you, the due and punctual payment of the principal of and
interest on all the Notes and the performance of every covenant contained in the
Notes or in the Agreement on the part of the Company to be performed or
observed;

     (2)  immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default
shall have happened and be continuing;

     (3)  if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be Permitted by (S)4.01, the Company or such successor Person,
as the case may be, shall take such steps as shall be necessary effectively to
secure the Notes equally and ratably with (or Prior to) all indebtedness secured
thereby; and

     (4)  the Company has delivered to you a certificate of an authorized
officer of the Company and an opinion of counsel, each stating that such
consolidation, merger, conveyance, transfer of lease complies with this (S)4.03
and that all conditions precedent herein provided for relating to such
transactions have been complied with.

<PAGE>
 
     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with this
(S)4.03, the successor Person formed by such consolidation or in which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and any exercise every right and power of,
the Company under this Note or the Agreement with the same effect as if such
successor Person had been named as the Company herein and therein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under the Agreement and the Notes.

          (S)5.  Consents, Waivers and Amendments.
                 -------------------------------- 

          Any term, covenant, agreement or condition of the Notes may, with the
consent of the Company, be amended or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by one or more written instruments signed by the holder or
holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding; provided, however, that
                         --------  -------      

          A.   no such amendment or waiver shall, without the Consent of the
holders of all outstanding Notes,    

               (1)  change the maturity of the principal of, or any installment
of interest on any of the Notes, or reduce the principal amount thereof or the
interest thereon or any premium payable upon the redemption thereof including,
without limitation, the Yield Maintenance Price, or subordinate or otherwise
modify the terms of payment of the principal thereof or premium or interest
thereon including, without limitation, extend the time for any such payment, or

               (2)  give to any Note any preference over any other Note, or

               (3)  reduce the percentage of holders of Notes requited to
approve any such amendment or effectuate any such waiver; and

          B.   no such waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon.

          Any amendment or waiver pursuant to this Section shall apply equally
to all the holders of the Notes and shall be binding upon them, upon each future
holder of any Note and upon the Company, whether or not a notation of such
amendment or waiver shall have been made on such Note.  In the case of an
amendment or waiver of the character described in (S)5A, the holder of each Note
agrees to make a notation on such outstanding Note to indicate that such
amendment or waiver has been effected.  In the case of any other amendment or
waiver, no notation need be made on the Notes at the time outstanding, but any
Note executed and delivered thereafter may, at the option of the Company, bear a
notation referring to any such amendment or waiver then in effect.  For purposes
of determining whether the holders of outstanding Notes of the requisite
aggregate principal 
<PAGE>
 
amount at any time have agreed or consented to any amendment or waiver pursuant
to the provisions of this Section, any Notes owned by the Company, any
Subsidiary or any Affiliate shall be disregarded and deemed not to be
outstanding.

          The Company will not increase the rate of interest on any Note or
grant any holder of any Note any benefit or payment for or in connection with
any amendment or waiver in respect of the Notes, whether pursuant to this
Section or otherwise, unless such increase in interest or other benefit or
payment is extended on the same terms ratably to all other holders of Notes at
the time outstanding.

          (S)6.  Definitions.
                 ----------- 

          For all purposes of this Note, except as otherwise expressly provided
or unless the context otherwise requires:

          "Affiliate" means any Person which, directly or indirectly, controls
           ---------                                                          
or is controlled by or is under common control with the Company or which
beneficially owns or holds 5% or more of any class of stock of the Company.  For
purposes of this definition, control means the power to direct the management
and policies of a Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms controlling and
"controlled" have meanings correlative to the foregoing.

          "Agreement" means the Note Purchase and Exchange Agreement dated March
           ---------                                                            
3, 1994 among the Company and MetLife entered into in connection with the
issuance of the Notes.

          "Attributable Debt" means, with respect to any particular lease under
           -----------------                                                   
which any Person is at the time liable and at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such Person under such lease during the remaining primary term thereof,
discounted from the respective due dates there of to such date at the rate per
annum borne by the Notes.  The net amount of rent required to be paid under any
such lease for any such period shall be the aggregate amount of the rent payable
by the lessee with respect to such period, after excluding amounts required to
be paid on account of maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges and any additional rentals (in excess of fixed
minimums) based upon a percentage of gross receipts.  In the case of any lease
which is terminable by the lessee, such rent amount shall also include the
amount of any penalty payable by the lessee upon such termination, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated.

          "Board of Directors" means either the board of directors of the
           ------------------                                            
Company or any duly authorized committee of that board.

<PAGE>
 
          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
           ------------                                                     
Friday which is not a day on which banking institutions in the Borough of
Manhattan, The City of New York or Boston, Massachusetts are authorized or
obligated by law or executive order to close.

          "Calculation Date" means the date on which the Yield Maintenance Price
           ----------------                                                     
on the Notes being prepaid pursuant to (S)2.01 is to be determined by the
Computing Holder with respect to such Notes which date shall be the fifth
Business Day prior to the Redemption Date established pursuant to (S)2.01.

          "Capital Lease" means which is, in accordance with generally accepted
           -------------                                                       
accounting principles, be capitalized on a balance sheet of the lessee.

          "Code" means the Internal Revenue Code of 1986, as amended from time
           ----                                                               
to time, or any successor provision thereto.

          "Computing Holder" means as of a Calculation Date with respect to the
           ----------------                                                    
prepayment of Notes pursuant to (S)2.01, the holder of the largest aggregate
principal amount of the outstanding Notes.  For purposes of such determination,
the holder of any Note and any of its affiliates or subsidiaries that are
holders of any Notes shall be treated as one holder.

          "Consolidated Funded Debt" means Funded Debt of the Company and its
           ------------------------                                          
consolidated Subsidiaries, determined on a Consolidated basis in accordance with
generally accepted accounting principles.

          "Consolidated Net Tangible Assets" means the aggregate amount of
           --------------------------------                               
assets (less applicable reserves) after deducting therefrom (a) all current
liabilities and (b) all amounts representing goodwill, trade names, trade marks,
patents, debt discount and expense and other like intangibles, all as set forth
on the most recent balance sheet of the Company and its Subsidiaries and
computed in accordance with generally accepted accounting principles.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----                                                               
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

          "ERISA Affiliate" means each "person" (as defined in Section 3(9) of
           ---------------                                                    
ERISA) which together with the Company or a Subsidiary would be deemed to be a
"single employer" within the meaning of Section 414 (b) , (c), (m) or (o) of the
Code.

          "ERISA Plan" means any of the following "employee benefit plans" (as
           ----------                                                         
defined in Section 3(3) of ERISA) but only to the extent any of them is subject
to regulation under ERISA:

          (i)    Pension Plan as defined in Section 3(2) of ERISA;
                 ------------                                     

<PAGE>
 
          (ii)   Defined Benefit Plan means a Pension Plan of the type
                 --------------------                                 
                 defined in Section 3(35) of ERISA;

          (iii)  Multi-Employer Plan means a Pension Plan of the type defined
                 -------------------                                         
                 in Section 3(37) of ERISA; and

          (iv)   Welfare Plan as defined in Section 3(1) of ERISA.
                 ------------                                     

          "Events of Default" has the meaning specified in (S)7.01.
           -----------------                                       

          "Exchange Date" shall have the meaning set forth in (S)2.06.
           -------------                                              

          "Funded Debt" means all Indebtedness maturing more than one year after
           -----------                                                          
the date of determination thereof and all Indebtedness, regardless of its term,
renewable by the obligor pursuant to the terms thereof for more than one year
after the date of the creation of the Indebtedness which, would in accordance
with generally accepted accounting principles, be classified as long-term debt.

          "Important Property" means any manufacturing plant or other building,
           ------------------                                                  
structure or other facility owned or leased by the company or any Subsidiary,
whether now owned or hereafter acquired which, in the opinion of the Board of
Directors, is of material importance to the total business conducted by the
Company and its Subsidiaries as a whole.

          "Indebtedness" means (a) all items of indebtedness for money borrowed
           ------------                                                        
and all Capitalized Leases, whether now existing or hereafter created, and (b)
all items of indebtedness for money borrowed and Capitalized Leases of another
which are guaranteed, directly or indirectly, in any manner or are in effect
guaranteed through any agreement or other arrangement, even if not designated as
a guarantee, designed to provide funds for or to secure payment or performance
of such indebtedness for money borrowed or Capitalized Leases of another.

          "MetLife" means Metropolitan Life Insurance Company, a corporation
           -------                                                          
organized under the laws of the State of New York and its successors and
assigns.

          "Overdue Interest Rate" means the greater of the interest rate on the
           ---------------------                                               
Notes in effect, from time to time, plus 2% per annum and the rate of interest
publicly announced by The Chase Manhattan Bank, N.A. from time to time in New
York City as its corporate base rate of interest.

          "Person" means any individual, corporation, partnership, joint
           ------                                                       
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

          "Public Notes" has the meaning set forth in (S)8 of the Agreement.
           ------------

<PAGE>
 
          "Restricted Subsidiary" means a Subsidiary which owns or leases any
           ---------------------                                             
Important Property.

          "Sale and Leaseback Transaction" means the sale or transfer of any
           ------------------------------                                   
Important Property owned by the Company or any Restricted Subsidiary with the
intention of taking back a lease on such property.

          "Secured Debt" means indebtedness for money borrowed that is secured
           ------------                                                       
by a Lien on (a) any Important Property of the Company or any Restricted
Subsidiary (but not including a property determined not to be an Important
Property of the Company or a Restricted Subsidiary by the Board of Directors in
its discretion) or on (b) any shares of stock or indebtedness of an Restricted
Subsidiary.

          "Significant Subsidiary" means a Subsidiary, including its
           ----------------------                                   
Subsidiaries, which meets any of the following conditions: (i) the Company's and
its other Subsidiaries' investments in, and advances to, such Subsidiary exceed
10% of the total assets of the Company and its Subsidiaries consolidated as of
the end of the most recently completed fiscal year, or (ii) the company's and
its other Subsidiaries' proportionate share of the total assets (after
intercompany eliminations) of such subsidiary exceeds 10% of the total assets of
the Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year, or (iii) the Company's and it's other Subsidiaries'
equity in the income from continuing operations before income taxes,
extraordinary items and cumulative effect of changes in accounting principles of
the Subsidiary exceeds 10% of such income of the Company and its Subsidiaries
consolidated for the most recently completed fiscal year.  For purposes of
making the prescribed income test, when a loss has been incurred by either the
Company and its Subsidiaries consolidated or the tested Subsidiary, but not
both, the equity in the income or loss of the tested Subsidiary should be
excluded from the income of the Company and its Subsidiaries consolidated for
purposes of the computation; and if income of the company and its Subsidiaries
consolidated for the most recent fiscal year is at least 10% lower than the
average of the income for the last five fiscal years, such average income should
be substituted for purposes of the computation, with any loss years omitted for
purposes of computing average income.

          "Subsidiary" means a corporation more than 50% of the outstanding
           ----------                                                      
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.  For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

          "Yield Maintenance Price" means, with respect to any principal amount
           -----------------------                                             
of Notes being prepaid pursuant to (S)2.01 the greater of (1) the sum of the
respective Payment values of each prospective interest payment and the principal
payment at maturity in respect of the Notes so being prepaid pursuant to (S)2.01
(the amount of each such payment being herein referred to as a "Payment"), and
(2) the unpaid principal amount of the Notes so being prepaid.  The Payment
Value of each Payment shall be determined by discounting 

<PAGE>
 
such Payment at the Reinvestment Rate for the period from the scheduled date of
such Payment to the applicable date of prepayment. The Reinvestment Rate is the
sum of (a) .25% and (b) the yield which shall be imputed from the yields of
those actively traded "On The Run" United States Treasury securities, as
reported on the Cantor-Fitzgerald brokerage screen available on Telerate
Information Systems (page 500 mid point of Bid/Ask price), having maturities as
close as Practicable to the final maturity of the Notes so to be prepaid or, if
such yields shall not be reported as of such time or the Yields reported as of
such time are not ascertainable in accordance with the preceding, clause, then
the arithmetic mean of the rates, published for the 5 Business Days preceding
the applicable calculation Date, in the weekly statistical release designated
H.15(519) (or any successor publication) of the Board Governors of the Federal
Reserve, System under the caption "U.S. Government Securities--Treasury Constant
Maturities" opposite the maturity corresponding to the final maturity of the
Notes, (rounded to the nearest month) so to be prepaid or accelerated, as the
case may be. If no maturity exactly corresponding to such final maturity of the
Notes shall appear therein, yields for the next longer and the next shorter
published maturities shall be calculated pursuant to the foregoing sentence and
the Yield Maintenance Price shall be interpolated from such yields on a 
straight-line basis (rounding in each of such relevant periods, to the nearest
month). The yields of such United States Treasury securities (under both of the
methods described above) shall be determined as of 10:00 a.m., New York time, on
the Calculation Date.

          All "accounting terms" used herein and not expressly defined in this
Note shall have the meanings respectively given to them in accordance with
generally accepted accounting principles as they exist at the date of
applicability thereof.

          (S)(S)7.  Defaults and Remedies.
                    --------------------- 

          (S)7.01.  Events of Default.
                    ----------------- 

          If one or more of the following events (herein called "Events of
Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgement, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

     A.   default in the payment of any interest upon any Note when such
interest becomes due and payable and such default shall continue for a period of
five-days; or

     B.   default in the payment of principal of (or premium, if any, on) any
Note when and as the same shall become due and payable, whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise; or

     C.   in the performance or observance of any other covenant, agreement or
condition contained in this Note or in the Agreement and continuance of such
default for a period of 30 days after written notice thereof, specifying such
default and requiring it to be remedied, shall have been given to the Company by
the holder of any Note; or

<PAGE>
 
     E.   default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or any Subsidiary or under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company, having an aggregate principal amount outstanding which, when aggregated
with all such other indebtedness then in default, is in excess of $5,000,000
(other than the Notes), whether such indebtedness now exists or shall hereafter
be created, which default shall constitute a failure to pay any portion of the
principal of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or shall have resulted in such
indebtedness (in the aggregate in excess of $5,000,000) becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, without such indebtedness having been discharged, or
such acceleration having been rescinded or annulled; or

     F.   the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the company or any Significant
subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the company or any Significant Subsidiary a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a Period of 60 consecutive
days; or

     G.   the commencement by the Company or any Significant Subsidiary of a
voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such Petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or any Significant Subsidiary or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the
Company or any Significant subsidiary in furtherance of any such action; or
     
<PAGE>
 
       H. any representation by or on behalf of the Company in the Agreement or
any certificate or instrument furnished in connection therewith or with the
Notes proves to have been false or misleading in any material respect as of the
date given;

then (i) upon the occurrence of any Event of Default described in (S)(S)7.01F or
7.01G with respect to the Company (each a "Bankruptcy Default"), all of the
Notes shall automatically become immediately due and payable, (ii) upon the
occurrence of any Event of Default described in (S)7.01A or (S)7.01B, the holder
of any Note may at any time during its continuance, by written notice to the
Company, declare such Note to be due and payable, whereupon such Note shall
forthwith mature and become due and payable or (iii) upon the occurrence of any
Event of Default other than a Bankruptcy Default, the holder of holders of at
least a majority in principal amount of the Notes then outstanding (exclusive of
any Notes held by the Company, any Subsidiary or any Affiliate of the Company)
may at any time during its continuance, by written notice to the Company,
declare all of the Notes to be due and payable, whereupon in each case all of
the Notes shall forthwith mature and become due and payable.

          The amount payable upon the occurrence of an Event of Default shall be
the entire unpaid principal amount of the Notes, together with interest accrued
thereon, to the extent permitted by law, to the date of payment, and such amount
shall be payable without presentment, demand, protest or other requirement of
any kind, all of which are expressly waived by the Company.

          (S)7.02.  Suits for Enforcement.
                    --------------------- 

          In case an Event of Default shall occur and be continuing, the holder
of this Note may proceed to protect and enforce its rights by suit in equity,
action at law and/or other appropriate proceeding, whether for the specific
performance of any covenant contained in this Note or in aid of the exercise of
any power granted in this Note, or may proceed to enforce the payment of this
Note or to enforce any other legal or equitable right of the holder of this
Note.  If any holder of a Note shall demand payment thereof or take any other
action in respect of an Event of Default, the Company will forthwith give
written notice to the other holders of Notes specifying such action and the
nature and status of the Event of Default.

          (S)7.03.  Remedies Not Waived.
                    ------------------- 

           No course of dealing between the holder hereof and the Company or any
 delay on the part of the holder hereof in exercising any rights hereunder shall
 operate as a waiver of any rights of any holder hereof.

          (S)7.04.  Remedies Cumulative.
                    ------------------- 

           No remedy herein conferred upon the holder hereof is intended to be
 exclusive of any other remedy and each and every remedy shall be in addition to
 every 

<PAGE>
 
other remedy given hereunder or now or hereafter existing-at law or in equity or
by statute or otherwise.

          (S)(S)8.  Miscellaneous.
                    --------------

          (S)8.01.  Costs and Expenses.
                    ------------------ 

          If an Event of Default shall occur, the Company shall occur, the
Company shall pay to each holder of the Notes, to the extent permitted under
applicable law, all reasonable out-of-pocket expenses incurred by such holder in
connection with such Event of Default and such further amount as shall be
sufficient to cover the cost and expense of collection, including reasonable
compensation to the attorneys and counsel of such holder for any services
rendered in that connection, upon the Notes held by such holder.

          (S)8.02.  Covenants Bind Successors and Assigns.
                    ------------------------------------- 
          All covenants and agreements in this Note by the Company shall bind
its successors and assigns, whether so expressed or not.

          (S)8.03.  Governing Law.
                    --------------

          This Note shall be construed in accordance with and governed by the
laws of the Commonwealth of Massachusetts.

          (S)8.04.  Headings.
                    ---------

          The Section headings herein are for convenience only and shall not
affect the construction hereof.


          IN WITNESS WHEREOF, MILLIPORE CORPORATION, has caused this Note to be
signed in its corporate name by one of its officers thereunto duly authorized,
and to be dated as of the day and year first above written.


                                    MILLIPORE CORPORATION


                                    By:
                                    Its:

<PAGE>
 
                                   EXHIBIT B

                            MILLIPORE CORPORATION,
                         DOMESTIC AND FOREIGN ENTITIES

DOMESTIC ENTITIES:

     NAME OF ENTITY:                               STATE OF ORGANIZATION:
     ---------------                               ----------------------
          IMMUNOSYSTEMS INCORPORATED                     MAINE             
          MILLICORP, INC.                                DELAWARE          
          MILLIPORE ASIA LIMITED                         DELAWARE          
          MILLIPORE CIDRA, INC.                          DELAWARE         
          MILLIPORE CORPORATION                          MASSACHUSETTS     
          THE MILLIPORE FOUNDATION                       MASSACHUSETTS     
          MILLIPORE INTERTECH (V.I.), INC.               U.S. VIRGIN ISLANDS 
          MILLIPORE INVESTMENT HOLDINGS-LIMITED          DELAWARE            
          MILLIPORP, JAPAN COMPANY L.L.C.                DELAWARE            
          MILLIPORE OF NEW HAMPSHIRE, INC.               NEW HAMPSHIRE       
          MILLISCOPE, INC.                               DELAWARE            
          STERIMATICS CORPORATION                        MASSACHUSETTS       


FOREIGN ENTITIES:

     NAME OF ENTITY:                            COUNTRY OF ORGANIZATION:
     ---------------                            ------------------------
          MILLIPORE AB                                SWEDEN               
          MILLIPORE AG                                SWITZERLAND       
          MILLIPORE A/S                               DENMARK           
          MILLIPORE AS                                NORWAY            
          MILLIPORE AUSTRALIA PTY. LIMITED            AUSTRALIA            
          MILLIPORE B.V.                              THE NETHERLANDS      
          MILIPORE (CANADA) LTD.                      CANADA               
          MILLIPORE CHINA LIMITED                     HONG KONG           
          MILLIPORE GESMBH                            AUSTRIA             
          MILLIPORE GMBH                              GERMANY             
          MILLIPORE IBERICA, S.A.                     SPAIN               
          MILLIPORE INDUSTRIA E COMERCIO LTDA.        BRAZIL              
          MILLIPORE INTERNATIONAL                                             
          HOLDING COMPANY B.V.                        NETHERLANDS         
          MILLIPORE IRELAND B.V.                      THE NETHERLANDS      
          MILLIPORE KOREA CO. LTD.                    KOREA            
          MILLIPORE OY                                FINLAND          
          MILLIPORE S.A.                              FRANCE           

<PAGE>
 
          MILLIPORE S.A. DE C.V.                      MEXICO           
          MILLIPORE S.A./N.V.                         BELGIUM          
          MILLIPORE S.P.A.                            ITALY                   
          MILLIPORE (U.K.) LIMITED                    GREAT BRITAIN           
          MINERVA INSURANCE COMPANY LTD.              BERMUDA                 
          MSUB LTD.                                   GREAT BRITAIN           
          NIHON MILLIPORE LIMITED                     JAPAN                   
          SHALLFORD ENTITY SDN. BHD.                  MALAYSIA                 

<PAGE>
 
                                   EXHIBIT C
                                   ---------
                                        


MILLIPORE CORPORATION
INDEBTEDNESS
MARCH 3,1994


<TABLE> 
<CAPTION> 
                                                       ASSETS     CAPITAL
COUNTRY/LOCATION                              DEBT     SECURED    LEASE
----------------                              -----    -------    -----
<S>                                          <C>       <C>        <C>     
Millipore Corp.: Long Term                   $100,910  $   910    $     0   
Millipore Corp.: Short Term                    28,185        0          0  
Nihon Millipore, KK (Japan)                    16,387        0          0  
Millipore SA (France)                          13,854        0          0  
Millipore China Ltd.                              903        0          0  
Millipore Korea Co., Ltd.                         871        0          0  
Millipore Australia Pty. Ltd.                     543        0        543  
All Other - less than                          10,000    5,000      5,000  
                                             --------  -------    -------
TOTAL                                        $171,653  $ 5,910    $ 5,543  
                                             ========  =======    =======   
</TABLE>

<PAGE>
 
                                   EXHIBIT D
                   Opinion of General Counsel of the Company

To the effect that:

     (i)    the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Massachusetts
and with power and authority (corporate and other) to own properties and to
carry on its business as described in the Annual Report;

     (ii)   each active Subsidiary of the Company has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the
jurisdiction in which it is Incorporated and has the corporate power to own
properties and to engage in the business carried on by it;

     (iii)  each of the Company and its active Subsidiaries is qualified to do
business in, and is in good standing under the laws of, each jurisdiction in
which the character of the property owned or leased by it or the nature of the
business transacted by it makes such qualification necessary and where failure
so to qualify would materially adversely affect the business or assets of the
Company and its Subsidiaries (considered as one enterprise) or impair their
right to enforce any material contracts against others or expose them to
substantial liabilities in any such jurisdiction;

     (iv)   all the issued shares of capital stock of each active subsidiary
have been duly and validly authorized and issued and are fully paid and
nonassessable; and all the outstanding shares capital stock of each Subsidiary
(except for directors' qualifying shares and other shares required to be held by
a person other than the company under applicable law of any foreign
jurisdiction) are owned directly or indirectly by the Company, free and clear of
all liens, encumbrances, equities or claims;

     (v)    to the best of such counsels knowledge, there are no legal or
government proceedings pending to which the Company or any of its Subsidiaries
is a party or which any property of the Company or any of its subsidiaries is
the subject, other than as set forth in the Annual Report and other litigation
or governmental proceedings incident to the kind of business Conducted by the
Company, and its Subsidiaries, which individually and in the aggregate are not
material to the Company and its Subsidiaries; and to the best of such counsels
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;

     (vi)   neither the Company nor any of its Subsidiaries is in violation of
its charter or by-laws or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any bond,
debenture, note or other evidence 

<PAGE>
 
of indebtedness or in any contract, indenture, mortgage, loan agreement or lease
to which it or any of them is a party or by which it or any of them or their
properties is bound, which violation or default would materially adversely
affect the conduct of the business, operations, financial condition or income of
the Company and its Subsidiaries considered as one enterprise; and the execution
and delivery of the Agreement and the Notes, the incurrence of the obligations
set forth therein, the consummation of the transactions contemplated thereby and
the compliance by the Company and its Subsidiaries with the terms, conditions
and provisions thereof will not conflict with, constitute a breach of or a
default under, result in the creation or imposition of any lien pursuant to or
result in any violation of the existing provisions of, the charter or by-laws of
the Company or any of its Subsidiaries or any bond, debenture, note or other
evidence or indebtedness known to such counsel or any contract, indenture,
mortgage, loan agreement or lease known to such counsel to which the Company or
any of its Subsidiaries is a party or by which it or any of them or their
properties is bound or any law, rule, regulation, judgement, decree or award
known to such counsel;

     (vii)  there is no action, suit or proceeding known to such counsel before
or by any court or governmental agency or body, domestic or foreign, now pending
or threatened against or affecting the Company or any of its Subsidiaries which,
either alone or in the aggregate, might reasonably be expected to materially
adversely affect the conduct of the business, operations, financial condition or
income of the Company and its Subsidiaries considered as one enterprise, the
consummation of the transactions contemplated by the Agreement or the compliance
by the Company with the terms, conditions and provisions of the Agreement and
the Notes;

     (viii) the Company and its Subsidiaries have good and marketable title in
fee simple to the real property and good and marketable title to all personal
property owned by them, free and clear of all liens, encumbrances and defects
except such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and its Subsidiaries; all property held under lease by the Company and
its Subsidiaries is held by then under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property by the Company and its Subsidiaries;

      (ix)  All of the issued shares of capital stock of each subsidiary of the
 Company have been duly and validly authorized and issued, are fully paid and
 nonassessable and to the extent owned by the Company, are owned free and clear
 of all liens, encumbrances, equities or claims.

     (x)    the Company has all corporate power and authority necessary to enter
into and perform under the Agreement and to issue, sell and deliver the Notes
and to carry out the terms of the Agreement and the Notes;

<PAGE>
 
     (xi)   the Agreement has been duly authorized, executed and delivered by
the Company and (assuming the due authorization and valid execution and delivery
thereof by you) constitutes a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
(a) that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other laws now or hereafter in effect relating to
creditors' rights generally and (b) that the remedies of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought; and no consent of the stockholders of the Company is
required for the execution and delivery of the Agreement or the Notes;

     (xii)  the issuance and sale of the Notes has been duly and validly
authorized by all necessary corporate action on the part of the Company, the
Notes delivered on the Closing Date have been duly and validly executed and
delivered in accordance with the Agreement and constitute the legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms, except (a) that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other laws now or hereafter in effect
relating to creditors' rights Generally and (b) that the remedies of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought;

     (xiii) no consent, approval, authorization, order, registration or
qualification of or with any Massachusetts or Federal court or any Massachusetts
or federal regulatory Authority or other Massachusetts or federal governmental
agency or body having jurisdiction over the Company or any of its Subsidiaries
or their properties is required for the issue and sale of the Notes or the
consummation of the other transactions Contemplated by the Agreement;

     (xiv)  it is not necessary, in connection with the offering and delivery of
the Notes under the circumstances contemplated by the Agreement, to register the
Notes under the Securities Act of 1933, as presently in effect, or to qualify an
indenture in respect of the Notes under the Trust Indenture Act of 1939, as
presently in effect;

      (xv)  based on the Company's representation set forth in (S)2.14 of the
Agreement, the issue and sale of the Notes will not violate Regulation G of the
Board of Governors of the Federal Reserve System, and it is not necessary for
you to obtain a statement in conformity with the requirements of Federal Reserve
Form G-3 under such Regulation G in connection with such issue and sale.

<PAGE>
 
                                   EXHIBIT E
                             MILLIPORE CORPORATION
                        Representations and Warranties
                        ------------------------------


This certificate is delivered pursuant to (S)5.2 of the Note Purchase and
Exchange Agreement, dated March 3, 1994, between Millipore corporation, a
Massachusetts corporation ("the Company") and Metropolitan Life Insurance
Company ("MetLife") .

The Company hereby represents and warrants to MetLife as follows and the
undersigned hereby certifies that:

1.   Agreement.  The representations and warranties contained in (S)2.1 to
     ---------                                                            
     (S)2.19 inclusive of the Agreement are true on and as of the date hereof
     other than as they apply to the Company's instruments division which has
     been disposed of subsequent to November 11, 1993 and prior to the date of
     this certificate.

2.   Registration Statement and Prospectus.  The Company meets the requirements
     -------------------------------------
     for use of Form S-3 under the Securities Act of 1933, as amended (herein
     called the "Securities Act"), and has filed with the Securities and
     Exchange Commission (herein called the "Commission") a Registration
     Statement on Form S-3 ( )/1/ relating to $100,000,000 aggregate principal
     amount of the Public Notes, filed with the Commission on ______________,
     199_ and the Indenture has been qualified under the Trust Indenture Act of
     1939, as amended (herein called the "Trust Indenture Act"). No stop order
     suspending the effectiveness of such Registration Statement has been issued
     and no proceeding for that purpose has been initiated or threatened by the
     Commission, and no amendment or supplement thereto or to any document
     Incorporated by reference therein has heretofore been filed with the
     Commission. Such Registration Statement is herein called the "Registration
     Statement". As used herein, the term "Registration Statement" means the
     Registration Statement, including all exhibits thereto (other than the
     Statement of Eligibility and Qualification under the Trust Indenture Act
     (Form T-1) of the Trustee), as of the date the Registration Statement
     became effective; the term "Prospectus" means the prospectus (setting
     forth, inter alia, the principal amount of the Public Notes, the terms
            ----------                             
     thereof as specified in the Public Notes Resolutions, the method of
     distribution of the Public Notes and the price at which the Public Notes
     are to be purchased by you) included in the Registration Statement in the
     form on file with the Commission on the date the Registration Statement
     became effective together with any prospectus supplement filed after such
     effective date pursuant to Rule 424 under the Securities Act and attached
     as Schedule I hereto, with only such changes as shall be approved by you,
     and the Company. Any reference herein to the Registration Statement or the
     Prospectus shall be deemed to refer to and include

<PAGE>
 
     the documents or portions thereof incorporated by reference therein
     pursuant to Item 12 of Form S-3 which were filed under the Securities
     Exchange Act of 1934, as amended (herein called the "Exchange Act"), on or
     before the Exchange Date or the issue date of the Prospectus, as the case
     may be; and, any reference to any amendment or supplement to the
     Registration Statement or the Prospectus shall be deemed to refer to and
     include any documents filed after such date or issue date, as the case may
     be, under the Exchange Act which are incorporated or deemed to be
     incorporated by reference in such amendment or supplement. All documents so
     incorporated by reference or so deemed to be incorporated by reference in
     the Registration Statement or the Prospectus, including any document to be
     filed pursuant to the Exchange Act which will constitute an amendment or
     supplement to the Registration Statement, or the Prospectus, are herein
     called "Incorporated Documents".

     Conformity to Securities Act; No Misstatement or Omission.  As of the time
     ---------------------------------------------------------                 
     the Prospectus is led with the Commission, at any time prior to the
     Exchange Date that any subsequent amendment or supplement to the
     Registration Statement or the Prospectus is filed with the Commission and
     at the Exchange Date, (i) the Registration Statement, as amended as of any
     such time, the Prospectus, as amended or supplemented as of any such time,
     and the Indenture complies in all material respects with the applicable
     requirements of the Securities Act, the Exchange Act and the Trust
     Indenture Act, and the respective rules and regulations of the Commission
     thereunder, (ii) the Registration Statement, as amended as of any such
     time, does not contain any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading and (iii) the Prospectus, as amended
     or supplemented as of any such time, does not contain an untrue statement
     of a material fact or omit to state a material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading; provided, however, that the representations
                                     --------  -------                          
     and warranties contained in this paragraph 3 shall not apply to (a)
     statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon and in conformity with information
     furnished to the company in writing by you expressly for use. in the
     Registration Statement or the Prospectus or (b) the Statement of
     Eligibility and Qualification (Form T-1) of the Trustee.

4.   Independent Accountants of the Company.  Coopers & Lybrand are independent
     --------------------------------------                                    
     public accountants with respect to the Company and its consolidated
     Subsidiaries as required by the Securities Act, the Exchange Act and the
     respective rules and regulations of the Commission thereunder.

5.   Financial  Statements.  The financial statements incorporated by reference
     ---------------------
     in the Registration Statement and the Prospectus present fairly the
     consolidated financial position of the Company and its consolidated
     Subsidiaries as at the dates specified and the consolidated results of
     their operations for the periods specified; such financial statements were
     prepared in conformity with generally accepted 

<PAGE>
 
     accounting principles applied on a consistent basis during the periods
     involved, except as indicated therein or in the notes thereto; and the
     supporting schedules included in the Registration Statement present fairly
     the information required to be stated therein.

6.   No Material Changes.  Since the date as of which information is given in
     -------------------                                                     
     the Prospectus, except as otherwise stated therein or contemplated thereby:
     (i) there has been no material adverse change in the business, operations
     or condition, financial or otherwise, of the company and its Subsidiaries
     considered as one enterprise, or in the earnings or the ability to continue
     to conduct business in the usual and ordinary course of the Company and its
     Subsidiaries considered as one enterprise, whether or not arising in the
     ordinary course of business; (ii) there has been no material transaction
     entered into by the Company or any of its Subsidiaries other than
     transactions in the ordinary course of business or transactions which are
     not material in relation to the Company and its Subsidiaries considered as
     one enterprise; and there have not been any changes in the capital stock
     (other than issuances of Common Stock upon exercises of options and stock
     appreciation rights and upon earn-outs of performance shares) or any
     material increases in the long term debt of the Company or any of its
     Subsidiaries.

7.   Governmental Consent.  Other than such as have already been obtained or
     --------------------                                                   
     made or which will be made at or prior to the Exchange Date in connection
     with the Registration Statement, the Prospectus and the Indenture, no
     consent, approval or authorization of, or declaration or filing with, any
     governmental authority on the part of the company is required for the valid
     execution and delivery of the Agreement or the Indenture or performance
     thereunder or the valid offer, issue, sale and delivery of the Notes
     pursuant to the Agreement and the Indenture, provided that the Company
                                                  --------                 
     makes no representation or warranty as to any consents, approvals,
     authorizations, declarations or filings required under laws regulating
     insurance companies as such.

8.   Capitalization. The Company has an authorized capitalization as set forth
     --------------                                                           
     in the Prospectus, and all of the issued shares of capital stock of the
     Company have been duly and validly authorized and issued and are fully paid
     and nonassessable.

     All capitalized terms used herein, unless otherwise defined herein, shall
     have the meanings set forth in the Agreement.

IN WITNESS WHEREOF, the Company has caused this certificate to be executed by it
duly authorized [title] this ____ day of______, 199.

                                    MILLIPORE CORPORATION


                                    By:
                                         [Title]

<PAGE>
 
                                   EXHIBIT F
                   Opinion of General Counsel of the Company

To the effect that:

     (i)    the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Massachusetts
and with power and authority (corporate and other) to own properties and to
carry on its business as described in the Prospectus;

     (ii)   laws of, each jurisdiction in which the character of the property
 owned or leased by it or the nature of the business transacted by it makes such
 qualification necessary and, where failure so to qualify would materially
 adversely affect the business or assets of the Company;

     (iii)  to the best of such counsels knowledge, there are no legal or
 government proceedings pending to which the company or of its Subsidiaries is a
 party or which any property of the any or any of its Subsidiaries is the
 subject, other than as forth in the Prospectus and other litigation or
 governmental proceedings incident to the kind of business conducted by the
 Company, and its Subsidiaries, which individually and in the aggregate are not
 material to the Company and its Subsidiaries; and to the best of such counsels
 knowledge, no such proceedings are threatened or contemplated by governmental
 authorities or threatened by others;

     (iv)   neither the Company nor any of its Subsidiaries is in violation of
 its charter or by-laws or in default in the performance or observance of any
 material obligation, agreement, or condition contained in any bond, debenture,
 note or other evidence of indebtedness or in any contract, indenture, loan
 agreement or lease to which it or any of them is  party or by which it or any
 of them or their properties is bound, which violation or default would
 materially adversely affect the conduct of the business, operations, financial
 condition or income of the Company and its Subsidiaries considered as one
 enterprise; and the execution and delivery of the Indenture and the Public
 Notes, the incurrence of the obligations set forth therein, the consummation of
 the transactions contemplated thereby and by (S)5 of the Agreement and the
 compliance by the Company and its Subsidiaries with the terms, conditions and
 provisions thereof will not conflict with, constitute a breach of or a default
 under, result in the creation or imposition of any lien pursuant to or result
 in any violation of the existing provisions of, the charter or by-laws of the
 Company or any of its Subsidiaries or any bond, debenture, note or other
 evidence or indebtedness known to such counsel or any contract, indenture,
 mortgage, loan agreement or lease known to such counsel to which the Company or
 any of its Subsidiaries is a party or by which it or any of them or their
 properties is bound or any law, rule, regulation, judgement, decree or award
 known to such counsel;

<PAGE>
 
     (v)  there is no action, suit or proceeding known to such counsel before or
by any court or governmental agency or body, domestic or foreign, now pending or
threatened against or affecting the Company or any of its Subsidiaries which,
either alone or in the aggregate, might reasonably be expected to materially
adversely affect the conduct of the business, operations, financial condition or
income of the Company and its Subsidiaries considered as one enterprise, the
consummation of the transactions contemplated by (S)5 of the Agreement or the
compliance by the Company with the terms, conditions and provisions of the
Public Notes and the Indenture.

     (vi)  the Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and used and are fully paid and nonassessable;

<PAGE>
 
                                   EXHIBIT G

                            Opinion of Ropes & Gray

To the effect that:

     (i)    the Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the Commonwealth of
Massachusetts, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus;

     (ii)   the Company has all corporate power and authority necessary to enter
 into and perform under the Indenture and to issue, sell and deliver the Public
 Notes and to carry out the terms of the Agreement, the Indenture and the Public
 Notes;

     (iii)  the Public Notes delivered on the Exchange Date are in proper form
 under the Indenture; the issuance and sale of the Public Notes has been duly
 and validly authorized by all necessary corporate action on the part of the
 Company, the Public Notes delivered on the Exchange Date (assuming due
 authentication the Trustee) have been duly and validly executed, authenticated
 and delivered in accordance with the Agreement and the Indenture and constitute
 the legal, valid and binding obligations of the Company enforceable in
 accordance with their respective terms and entitled to the benefits provided by
 the indenture, except (a) that such enforcement may be subject to bankruptcy,
 insolvency, reorganization, moratorium or other laws now or hereafter in effect
 relating to creditors' rights generally and (b) that the remedies of specific
 performance and injunctive and other forms of equitable relief may be subject
 to table defenses and to the discretion of the court before which any
 proceedings therefor may be brought; and the Public Notes and the Indenture
 conform to the descriptions thereof in the Prospectus;

     (iv)   the Indenture has been duly authorized, executed and delivered by
the Company and (assuming due authorization and a valid execution and delivery
thereof by the Trustee) constitutes Valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms, except
(a) that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other laws now or thereafter in effect relating to
creditors' rights generally and (b) that the remedies of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought; the Public Note Resolutions have been duly adopted by
the Board of Directors of the Company; and the Indenture complies with and has
been qualified under the Trust Indenture Act;

<PAGE>
 
     (v)    no consent, approval, authorization, order, registration or
qualification of or with any Massachusetts or federal court or any Massachusetts
or federal regulatory authority or other Massachusetts or federal governmental
agency or body having jurisdiction over the Company or any of its subsidiaries
or their properties is required for the issue and sale of the Public Notes or
the consummation of the other transactions contemplated by the Agreement or the
Indenture, except such as have been obtained under the Securities Act and the
Trust Indenture Act and such as may be required under state securities laws of
any state other than Massachusetts;

     (vi)   the Registration Statement has become effective under the Securities
Act, and based upon the procedures set forth in Rules (S)6(b) and 6(f) of the
rules and regulations under the Securities Act, to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and
no Proceedings therefor have been instituted or threatened by the Commission;

     (vii)  the Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by the
Company at or prior to the Exchange Date (other than the Statement of
Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the
Trustee and the financial statements and data and related schedules and other
financial or statistical data included or incorporated therein, as to which such
counsel need express no opinion) comply as to form in all material respects with
the requirements of the Securities Act and the Trust Indenture Act and the
published rules and regulations of the Commission thereunder; such counsel has
no reason to believe that, as of the effective date of the Registration
Statement, either the Registration Statement or the Prospectus (other than the
financial statements and data and related schedules and other financial or
statistical data included or incorporated therein and other than the information
furnished by you to the Company in writing expressly for use in the Registration
Statement or the Prospectus as specified in (S)4.3 of the Agreement, as to which
such counsel need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements there not misleading or that, as of the
Exchange Date, either the Registration Statement or the Prospectus, in each case
as supplemented by any supplement to the Prospectus (other than the Statement of
Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the
Trustee and the financial statements and data and related schedules and other
financial or statistical data include or incorporated therein and other than the
information furnished by you to the Company in writing expressly for use in the
Registration Statement or the Prospectus as specified in (S)4.3 of the
Agreement, as to which such counsel need express no opinion) contains an untrue
statement of a material factor omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

<PAGE>
 
                                   EXHIBIT H
                                   ---------

                         LETTER FROM COOPERS & LYBRAND


 To the effect that:

     (i)    They are independent public accountants with respect to the Company
 and its Subsidiaries within the meaning of the securities Act and the
 applicable published rules and regulations thereunder;

     (ii)   In their opinion, the financial statements and any supplementary
 financial information and schedules examined by them and included or
 incorporated by reference in the Registration Statement or the Prospectus
 comply as to form in all material respects with the applicable accounting
 requirements of the Securities Act or the Exchange Act, as applicable, and the
 related published rules and regulations thereunder; and, to the extent that
 such procedures have been performed at such time, they have made a review in
 accordance with standards established by the American Institute of Certified
 Public Accountants of the selected consolidated financial data of the Company
 for the periods specified in such letter, as indicated in their reports
 thereon;

     (iii)  The unaudited selected consolidated financial data with respect to
 the consolidated results of operations and financial position of the Company
 for the five most recent fiscal years incorporated by reference in the
 Prospectus and included or Incorporated by reference in Item 6 of the
 Company's annual report on Form 10-K for the most recent fiscal year agrees
 with the corresponding amounts (after restatement where applicable) in audited
 consolidated financial statements for such five fiscal years which were
 included or incorporated by reference in Company's annual reports on Form 10-K
 for such fiscal years;

     (iv)   On the basis of limited procedures, not constituting examination in
 accordance with generally accepted auditing standards, consisting of a reading
 of the other information referred to below, inspection of the minute books of
 the Company and its Subsidiaries since the date of the latest audited financial
 statements included or incorporated by reference in the Prospectus, inquiries
 of officials of the Company and its Subsidiaries responsible for financial and
 accounting matters and such other inquiries and procedures as may be specified
 in such letter, nothing came to their attention that caused them to believe
 that:

            (A)  as of a specified date not more than five days prior to the
     date of such letter, there have been any Changes in the consolidated
     capital stock (other than issuances of capital stock upon the exercise of
     options and stock appreciation rights, upon earn-outs of performance
     shares, upon conversions of convertible securities, in each case which were
     outstanding on the date of the latest balance sheet included or
     incorporated by reference in the Prospectus, or the issuance of 

<PAGE>
 
     shares of common stock under the Company's contingent compensation plan) or
     any increases in the consolidated long-term debt, long-term lease
     obligations and other contractual obligations (except for increases which
     in the aggregate are less than 5% of the assets of the Company and its
     Subsidiaries and any increases in the sum of notes payable), current
     installments of long-term debt and short-term debt of the company and its
     consolidated subsidiaries (except for increases which in the aggregate are
     lets than 5% of the assets of the Company and its Subsidiaries), or as of
     the end of the latest period for which financial statements are available,
     there have been any decreases in consolidated net current assets or
     shareholders' equity or any increases in total current liabilities, in each
     case-as compared with amounts shown on the latest balance sheet included or
     incorporated by reference in the Prospectus, except in each case for
     changes, increases or decreases which the Prospectus discloses have
     occurred or may occur or which are described in such letter; and

    (v)   In addition to the examination referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspections of minute books, Inquiries and other procedures referred to in
paragraphs (ii), (iii) and (iv) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by you, including without limitation, the ratio
of earnings to fixed charges set forth in the Prospectus, which are derived from
the general accounting records of the Company and its Subsidiaries, which appear
in the Prospectus (excluding documents incorporated reference), or in Part II
of, or in exhibits and schedules to, the Registration Statement specified by you
or in documents incorporated by reference in the Prospectus specified by you,
are compared certain of such amounts, percentages and financial information with
the accounting records of the Company and its subsidiaries and have found them
to be in agreement.