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                                                                    EXHIBIT 10.3










                                PALL CORPORATION


                        SUPPLEMENTARY PROFIT-SHARING PLAN


                    (As amended and restated on July 19, 2005
                        effective as of January 1, 2005)






















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                                PALL CORPORATION
                        SUPPLEMENTARY PROFIT-SHARING PLAN

                  This document sets forth the Pall Corporation Supplementary
Profit-Sharing Plan, as amended and restated by the Compensation Committee of
the Board of Directors on July 19, 2005 effective as of January 1, 2005.

                  The rights and entitlement to a benefit under the Plan of any
person who terminated employment with any Employer prior to the effective date
of a particular amendment to the Plan shall be determined solely under the terms
of the Plan as in effect on the date of such termination of employment, without
regard to such amendment.


                                    SECTION 1
                                     PURPOSE

                  The purpose of this Plan is to provide participants in the
Pall Corporation Profit-Sharing Plan (the "Profit-Sharing Plan") with an
employer profit-sharing benefit that is the equivalent of the total Company
contribution provided under the Profit-Sharing Plan, with respect to that
portion of their annual compensation which may not be taken into account under
the Profit-Sharing Plan because of the limitation on compensation contained in
section 401(a)(17) of the Internal Revenue Code.

                  The Plan is intended to constitute an unfunded plan of
deferred compensation for "a select group of management or highly compensated
employees" within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

                                    SECTION 2
                                   DEFINITIONS

                  When used herein, the following terms shall have the following
meanings:

                  Section 2.1 "Account" means the account established for a
Participant hereunder.

                  Section 2.2 "Board" means the Board of Directors of the
Company.

                  Section 2.3 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

                  Section 2.4 "Committee" means the Administrative Committee
appointed by the Board to administer the Plan.

                  Section 2.5 "Company" means Pall Corporation, a New York
corporation.


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                  Section 2.6 "Compensation" means "Compensation", as defined in
the Profit-Sharing Plan for purposes of Section 3.4 of the Profit Sharing Plan.

                  Section 2.7 "Corresponding PSP Plan Year" means, with respect
to any Plan Year, the plan year of the Profit-Sharing Plan that corresponds to
such Plan Year.

                  Section 2.8 "Corresponding Valuation Period" means, with
respect to any Valuation Date, the period of time which starts on the day after
the immediately preceding Valuation Date and ends on such Valuation Date.

                  Section 2.9 "Employer" means the Company or any subsidiary of
the Company that has adopted the Profit-Sharing Plan.

                  Section 2.10 "Employer Contribution" means "Employer
Contribution", as defined in the Profit-Sharing Plan.

                  Section 2.11 "Employer Contribution Account" means the
"Employer Contribution Account", as defined in the Profit-Sharing Plan,
maintained for a participant under the Profit-Sharing Plan.

                  Section 2.12 "Excess Compensation" means, for any Plan Year,
the amount of a Participant's Compensation for the taxable year of the Employer
which ends in such Plan Year that is in excess of the limitation on Compensation
in effect for such Plan Year under section 401(a)(17) of the Code.

                  It is provided, however, that for the Short Plan Year, "Excess
Compensation" shall be the amount of a Participant's Compensation paid to the
Participant during such Plan Year in excess of the limitation on Compensation in
effect for such Plan Year under section 401(a)(17) of the Code.

                  Section 2.13 "Participant" means any person (i) who, on or
after August 1, 1993, is employed by an Employer and is a participant in the
Profit-Sharing Plan, and (ii) who has had Excess Compensation for any Plan Year
beginning on or after August 1, 1993.

                  Section 2.14 "Plan" means the Pall Corporation Supplementary
Profit-Sharing Plan, as set forth herein and as amended from time to time.

                  Section 2.15 "Plan Year" means, after July 31, 1993, the
5-consecutive month period beginning on August 1, 1993 and ending on December
31, 1993 (the "Short Plan Year"), and, thereafter, each calendar year.

                  Section 2.16 "Profit-Sharing Plan" means the Pall Corporation
Profit-Sharing Plan, as amended from time to time.



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                  Section 2.17 "Termination of Service" means the termination of
a Participant's employment with all Employers.

                  Section 2.18 "Valuation Date" means (i) for the Short Plan
Year, the last business day of October and December of such year and (ii) after
December 31, 1993, the last business day of the third, sixth, ninth and twelfth
months during a Plan Year.


                                    SECTION 3
                      SUPPLEMENTARY PROFIT-SHARING BENEFIT

                  3.1 The Benefit. As of the last day of each Plan Year
beginning on or after August 1, 1993, each Participant's Account shall be
credited with an amount equal to (a) the Participant's Excess Compensation for
such year, multiplied by (b) a fraction, the numerator of which is the aggregate
amount of Employer Contributions allocated to all Employer Contribution Accounts
with respect to the Corresponding PSP Plan Year, and the denominator of which is
the aggregate amount of Compensation taken into account in making such
allocation. For the purpose of the preceding sentence, the aggregate amount of
Employer Contributions so allocated shall be determined without regard to any
reduction made from the Employer Contributions for amounts described in clause
(b)(3) and on or after January 1, 1999, clause (b)(4) of the second paragraph of
Section 3.4 of the Profit-Sharing Plan.

                  Notwithstanding the foregoing, no amount shall be allocated to
the Account of a Participant for the Plan Year in which the Participant's
Termination of Service occurs, unless the Participant is entitled to have a
portion of the Employer Contributions made to the Profit-Sharing Plan for the
Corresponding PSP Plan Year allocated to his or her Profit-Sharing Plan Account
for such year.

                                    SECTION 4
                         ACCOUNTS, EARNINGS AND VESTING

                  4.1 Accounts. The Committee shall establish and maintain, or
cause to be established and maintained, a separate memorandum Account for each
Participant. A Participant's Account shall be adjusted from time to time to
reflect the amounts to be credited to such Account under Section 3.1, the
amounts to be credited or charged to such Account under Section 4.2, and amounts
distributed to the Participant or his or her Beneficiary under Section 5.1.

                  4.2 Earnings. As of each Valuation Date occurring after August
1, 1993, each Participant's Account shall be credited, or charged, with an
amount determined by multiplying (a) the balance of such Account as of the
immediately preceding Valuation Date, by (b) the Earnings Adjustment Factor for
such Valuation Date. The Earnings Adjustment Factor for any Valuation Date shall
be a fraction. The numerator of such fraction shall be the amount of the
earnings or losses that would have resulted during the Corresponding Valuation
Period for such Valuation Date if, on the first day of such period, an amount
equal to the balance of the Participant's Employer Contribution Account as of
the immediately preceding Valuation Date had been invested in the Fidelity Asset
Manager fund. The denominator of such fraction shall be the balance of the
Participant's Employer Contribution Account as of the immediately preceding
Valuation Date. If the numerator of the Earnings Adjustment Factor for any
Valuation Date is a negative amount, the adjustment to be made to the
Participant's Account pursuant to this Section 4.2 as of such Valuation Date
shall be a charge to such Account.

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                  In the case of any Participant who had a balance to his credit
in his Account as of July 31, 1993, such date shall be treated as the Valuation
Date immediately preceding the Valuation Date occurring in October of 1993, for
purposes of determining the amount to be credited or charged to such
Participant's Account under this Section 4.2 as of the October, 1993 Valuation
Date.

                  4.3 Vesting. As of any date of reference or upon the
occurrence of any event, a Participant shall have a vested interest in the same
percentage of his or her Account as the vested percentage the Participant has in
his or her Employer Contribution Account on such date or by reason of the
occurrence of such event.

                  Notwithstanding any other provision herein to the contrary, if
a Participant does not have a 100% vested interest in his or her Account at the
time of the Participant's Termination of Service (and does not acquire a 100%
vested interest in his or her Account by reason of the circumstances of his or
her Termination of Service), the nonvested portion of the Participant's Account
shall be forfeited, and shall not be distributed to the Participant pursuant to
Section 5.


                                    SECTION 5
                               PLAN DISTRIBUTIONS

                  5.1 Distributions. A Participant's Account balance shall
become distributable to the Participant or his or her Beneficiary, as the case
may be, upon the Participant's Termination of Service, for any reason.
Distribution shall be made in accordance with the following rules:

                  (a) Commencement of Distributions. Distribution with respect
to a Participant's Account balance shall be made in accordance with the
following provisions:

                  (i) Except as otherwise required pursuant to (ii) below,
         distribution with respect to a Participant's Account balance shall be
         made within 30 days after the date of the Participant's Termination of
         Service.

                  (ii) In the case of any Participant (x) who immediately prior
         to his or her Termination of Service was a "specified employee" within
         the meaning of section 409A(a)(2)(B)(i) of the Code, and (y) whose
         Termination of Service occurs on or after January 1, 2005 for any
         reason other than death or as a result of having become "disabled"
         within the meaning of section 409A(a)(2)(C) of the Code, distribution
         with respect to such Participant's Account balance shall be made (A) on
         the day which is six months after the date on which the Participant's
         Termination of Service occurs (the Participant's "Delayed Distribution
         Date"), or (B) if the Participant dies before his or her Delayed
         Distribution Date, by no later than seven business days after the
         Company receives written notice of the Participant's death.

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                  (iii) In the case of any Participant described in (ii) above
         whose Termination of Service occurs at any time during 2005,
         distribution with respect to the Participant's Account balance shall
         not be subject to delay in accordance with the provisions of (ii) above
         if the Participant's Account balance is distributed to the Participant
         on or before December 31, 2005. Distribution so made to the Participant
         shall be treated as having been made upon the Participant's termination
         of participation in this Plan for purposes of Q & A 20 of IRS Notice
         2005-1.

                  (b) Form and Amount of Distributions. Distributions hereunder
shall be made in the form of a single lump-sum payment, in an amount equal to
the Participant's vested percentage of the balance of his or her Account as of
the Valuation Date immediately preceding the date as of which the distribution
is to be made.

                  (c) Participant's Death. If the Participant dies prior to his
or her Termination of Service, or following his or her Termination Service but
prior to the distribution of his or her Account, the Participant's Account shall
be distributed to the Participant's Beneficiary. The Participant's "Beneficiary"
shall be the person(s) designated by the Participant to receive any amount
distributable hereunder by reason of his or her death, as indicated in the last
written designation of a Beneficiary filed by such Participant with the
Committee prior to such Participant's death. If a Participant has failed to
designate a Beneficiary, or if no Beneficiary designated by the Participant
survives to receive any amount distributable hereunder upon the Participant's
death, the following will be deemed to be such Participant's Beneficiary with
priority in the order named: (1) his or her spouse; and (2) his or her estate.

                  (d) Special Rule for Amounts Credited to a Participant's
Account After a Distribution. If a distribution is made to or on behalf of any
Participant by the Plan pursuant to this Section 5, and if any amount is
credited to such Participant's Account after such distribution has been made,
then the portion of the amount so credited in which the Participant is vested
shall be paid to the Participant, or, if the Participant has died, to his
Beneficiary (as determined in subsection (c)), in a single lump-sum payment,
within 30 days of the later of (1) the date as of which the amount is so
credited, or (2) the date on which the Committee determines that such amount is
to be so credited.


                                    SECTION 6
                                SOURCE OF PAYMENT

                  All payments to be made hereunder shall be paid from the
general assets of the Company, and no special or separate fund shall be
established and no segregation of assets shall be made to assure such payments.
Nothing contained in the Plan, and no action taken pursuant to the provisions of
the Plan, shall create or be construed to create a trust of any kind, or as
creating in any Participant or Beneficiary any right, title or beneficial
ownership interest in or to any assets of the Company. The Plan constitutes a
mere promise by the Company to make benefit payments in the future. It is the
intention of the Company that the Plan be treated as unfunded for Federal income
tax purposes and for purposes of Title I of ERISA. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

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                  Notwithstanding the foregoing, the Company may establish a
bookkeeping reserve to reflect its obligations hereunder, or may establish a
"grantor" trust, within the meaning of sections 671 through 679 of the Code, to
assist it in making the payments provided for hereunder; provided, however, that
any bookkeeping reserve, and the assets of any trust, so established shall not
be deemed to constitute assets of this Plan, and the assets of any trust so
established shall at all times prior to payment to Participants or their
beneficiaries remain a part of the general assets of the Company and subject to
the claims of the Company's general creditors.


                                    SECTION 7
                           ADMINISTRATION OF THE PLAN

                  The Plan shall be administered by the Committee, which shall
have full power and authority to interpret and construe the Plan, to make all
determinations considered necessary or advisable for the administration of the
Plan and the calculation of the amounts creditable and payable thereunder, and
to review claims for benefits under the Plan. The Committee's interpretations
and constructions of the Plan and its decisions or actions thereunder shall be
binding and conclusive on all persons for all purposes.

                  No member of the Committee shall be personally liable by
reason of any contract or other instrument executed by such member or on his or
her behalf in his or her capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer, or
director of the Company to whom any duty or power relating to the administration
or interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.


                                    SECTION 8
                            AMENDMENT AND TERMINATION

                  The Plan may be amended, suspended or terminated, in whole or
in part, by the Board without the consent of any Participant or any other
person. The Committee may adopt any amendment that may be necessary or
appropriate to facilitate the administration, management and interpretation of
the Plan or to conform the Plan thereto, provided any such amendment does not
have a material effect on the currently estimated cost to the Company of
maintaining the Plan. No such amendment, suspension or termination shall
retroactively impair or otherwise adversely affect the rights of any Participant
or other person to benefits under the Plan that have accrued prior to the date
of such action as determined by the Committee in its sole discretion.



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                                    SECTION 9
                               GENERAL PROVISIONS

                  The following additional provisions shall be applicable with
respect to the Plan.

                  9.1 Successors and Assigns. The Plan shall be binding upon and
inure to the benefit of the Company and its successors and assigns, and
Participants, beneficiaries, and their estates. The Plan shall also be binding
upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company, but nothing in the Plan shall
preclude the Company from merging or consolidating into or with, or transferring
all or substantially all of its assets to, another corporation or organization
that assumes the Plan and all obligations of the Company hereunder. The Company
agrees that it will make appropriate provision for the preservation of
Participants' rights under the Plan in any agreement or plan that it may enter
into to effect any merger, consolidation, reorganization or transfer of assets.
Upon such a merger, consolidation, reorganization or transfer of assets and
assumption, the term "Company" shall refer to such other corporation or
organization and the Plan shall continue in full force and effect.

                  9.2 No Right to Continued Employment. Neither the Plan nor any
action taken hereunder shall be construed as giving to any Participant the right
to be retained in the employ of any Employer or as affecting the right of any
Employer to dismiss any Participant.

                  9.3 Payment of Taxes. The Company shall withhold from all
amounts otherwise payable under the Plan all Federal, state, local or other
taxes required pursuant to law to be withheld with respect to such payments.

                  9.4 Prohibition Against Alienation of Benefits. The rights or
interests of any Participant under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by the Participant's creditors or beneficiary.

                  9.5 Governing Law. The Plan shall be governed by the laws of
the State of New York from time to time in effect.



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