AMENDMENT, NOVEMBER 18, 2003, TO SUPP SAVINGS AND RETIREMENT PLAN



 Exhibit 10.5 
  
 AMENDMENT TO THE 
 SUPPLEMENTAL SAVINGS AND
RETIREMENT PLAN 
 FOR KEY SALARIED EMPLOYEES OF MILLIPORE CORPORATION 
  
 WHEREAS Millipore Corporation (the “Company”) maintains the Supplemental Savings and Retirement Plan for Key
Salaried Employees of Millipore Corporation (the “Plan”); and 
  
 WHEREAS pursuant to Section 5 of the Plan, the Company may amend the Plan, subject to certain exceptions not relevant hereto. 
  
 NOW, THEREFORE, the Plan is hereby amended, effective on the earliest date permitted pursuant to Section 5.1(2) of the Plan, as follows: 
  
 Amendment of Section 4 
  
 1. Section 4 is hereby relettered as Section 4(a), and the first sentence
thereof is hereby amended to read as follows: 
  
 “A
Participant shall be vested in his Supplemental Plan benefit, if any, in accordance with the vesting provisions of the Retirement Plan, provided that his Supplemental Plan benefit shall become fully vested upon a Change of Control.” 

 
 2. Section 4 (as heretofore amended) is further amended by adding a new
Section 4(b) to read as follows: 
  
 “(b) For purposes of
this Plan, “Change of Control” shall mean the occurrence of any one of the following events: 
  
 (1) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (1) shall
not be deemed to be a Change of Control if such event results from any of the following: (i) the acquisition of Company Voting Securities by the Company or any of its subsidiaries, (ii) the acquisition of Company Voting Securities by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (iii) the acquisition of Company Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, or
(iv) the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (3) below); 
  
 (2) individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of
the Company in which such individual is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an
Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of the Company 








 
as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the Board shall be an Incumbent Director; 
  
 (3) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) the Company or (ii) any
of its wholly owned subsidiaries pursuant to which, in the case of this clause (ii), Company Voting Securities are issued or issuable (any event described in the immediately preceding clauses (i) or (ii), a “Reorganization”) or (iii) the
sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total
voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the
assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of
directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or
Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by
the Surviving Entity or the Parent Entity) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a
corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (C) at least a majority of the members of the board of directors (or similar officials in the case of an entity other
than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement
providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or 
  
 (4) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company. 
  
 Notwithstanding the foregoing, if
any person becomes the beneficial owner of 30% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities
outstanding, such increased amount shall be deemed not to result in a Change of Control; provided, however, that if such person subsequently becomes the beneficial owner of additional Company Voting Securities that increases the
percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control of the Company shall then be deemed to occur.” 
  

Full Force and Effect. Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with the terms thereof
on the date hereof. 
  
 Governing Law. The validity,
interpretation, construction performance and enforcement of this Amendment shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof. 
  

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 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 18th day of November, 2003.

  

			
	MILLIPORE CORPORATION
		
	 by
	 	     /s/ Jeffrey Rudin


	 	 	 Name: Jeffrey Rudin

	 	 	 Title: Vice President, General Counsel



  
  

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