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                                                                    Exhibit 10.3

                   SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
                         FOR KEY SALARIED EMPLOYEES OF
                             MILLIPORE CORPORATION

INTRODUCTION
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Millipore Corporation hereby establishes the Supplemental Savings and Retirement
Plan for Key Salaried Employees of Millipore Corporation (the "Supplemental
Plan") effective January 1, 1985 for the following purposes:

     (1)  To allow certain key salaried employees designated by the Board of
          Directors of Millipore Corporation (the "Board") to receive benefits
          directly from Millipore Corporation equal to the benefits such
          employees would be entitled to receive under the terms of the
          Retirement Plan for Employees of Millipore Corporation (the
          "Retirement Plan") and from the Millipore Corporation Employees'
          Participation and Savings Plan (the "Savings Plan") if the benefits
          payable from the Retirement Plan and the Savings Plan were not limited
          by the provisions of Section 415 of the Internal Revenue Code (the
          "Code").

     (2)  To provide benefits to certain key salaried employees based on
          compensation which is not included in the definition of compensation
          under the terms of the Retirement and Savings Plan due to the deferral
          of such compensation under the terms of this Supplemental Plan or
          under any other nonqualified deferred compensation plan of Millipore
          Corporation. Such benefits shall be equal to the benefits which would
          have been provided under the terms of the Retirement and Savings Plans
          if such deferred compensation were included in the definition of
          compensation under those plans and if the limitations of Code Sections
          401(a)(17), 402(g), and 415 and the non-discrimination requirements of
          Code Sections 401(k) and 401(m) did not apply.

                                   SECTION  1
                     SUPPLEMENTAL RETIREMENT PLAN BENEFITS

A key salaried employee designated by the Board to participate in this
Supplemental Plan (a "Participant") shall be entitled to a benefit under the
provisions of this section if his benefit determined under the provisions of the
Retirement Plan is less than such benefit would have been if (1) any
compensation deferred by the Participant under this Supplemental Plan or under
any other nonqualified deferred compensation plan of Millipore Corporation had
been included in the Participant's "Final Average Compensation," as defined in
Section 2.20 of the Retirement Plan, and/or (2) the limits described in Code
Sections 401(a) (17) and 415 did not apply.

If a Participant's benefit from the Retirement Plan is reduced as a result of
either or both of the conditions described in the preceding paragraph, the
benefit to which the Participant shall be entitled under this Supplemental Plan
shall be determined as follows:
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     (1)  The benefit actually payable to the Participant under the terms of the
          Retirement Plan shall be calculated.

     (2)  The benefit which would have been payable under the terms of the
          Retirement Plan if "Final Average Compensation,"  as defined in
          Section 2.20 of the Retirement Plan, included compensation deferred
          under this Supplemental Plan or any other nonqualified deferred
          compensation plan of Millipore Corporation and if the limits described
          in Code Sections 401(a)(17) and 415 did not apply shall be calculated.

     (3)  The result of step (1) shall be subtracted from the result of step
          (2), and the difference, if any, shall be the benefit payable to the
          Participant as a life annuity under this Supplemental Plan.

Millipore Corporation may, in its sole discretion, after due consideration to
the desires of the Participant and/or his designated beneficiary, communicated
to the Corporation at least six (6) months prior to the date on which any such
benefit payment is to commence, make payment of benefits rather than in a life
annuity, in either of the forms as set forth in Section 2.4.

                                   SECTION  2
                       SUPPLEMENTAL SAVINGS PLAN BENEFITS

2.1  Employer Participating Contributions.  If contributions to the Savings Plan
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     on behalf of a Participant made pursuant to Section 5.1 of the Savings Plan
     are limited by the application of the limits described in Code Sections
     401(a)(17) and 415 and/or a Participant makes compensation deferrals
     pursuant to this Supplemental Plan or to any other nonqualified deferred
     compensation plan of Millipore Corporation, Millipore Corporation shall
     credit to an account established for the Participant under this
     Supplemental Plan (his "Supplemental Participation Plan Account") an amount
     equal to the excess of (a) over (b), where (a) is the amount which would
     have been contributed under Section 5.1 of the Savings Plan in the absence
     of the limits described in Code Sections 401(a)(17) and 415 and any
     compensation deferrals under this Supplemental Plan or any other
     nonqualified deferred compensation plan of Millipore Corporation, and (b)
     is the amount actually contributed under Section 5.1 of the Savings Plan.

     The Participant's Supplemental Participation Plan Account shall be adjusted
     as of the end of each calendar quarter as if it were invested in the
     Participation Fund of the Savings Plan.

2.2  Supplemental Participant Contributions.  If a Participant's contributions
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     made prior to January 1, 1987 under Section 4.1 of the Savings Plan are
     limited either by the Section 415 limits or by the application of the non-
     discrimination requirements of Section 401(k) of the Internal Revenue Code,
     the Participant may elect to defer a portion of his compensation equal to
     the excess of (a) over (b),

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     where (a) is the amount which the Participant would have contributed under
     Section 4.1 of the Savings Plan in the absence of the Section 415 limits
     and/or the non-discrimination requirements of Section 401(k) and (b) is the
     amount actually contributed by the Participant under Section 4.1 of the
     Savings Plan. If a Participant's contributions made on or subsequent to
     January 1, 1987, are limited by the Section 415 limits or by the annual
     contribution limit under Section 402(g) of the Internal Revenue Code, the
     Participant may elect to defer a portion of his compensation equal to the
     excess of (a) over (b), where (b) is the amount actually contributed by the
     Participant under Section 4.1 of the Savings Plan and (a) the amount which
     the Participant would have contributed under Section 4.1 of the Savings
     Plan in the absence of the Section 415 limits and/or the Annual Maximum
     limits of Section 401, but not more than would be allowed other employees
     subject to the non-discrimination requirements of Section 401(k).

     Effective with respect to contributions made on or after January 1, 1987, a
     Participant may elect to defer a portion of his gross compensation (prior
     to any deferrals under the Savings Plan, this Supplemental Plan, or any
     other nonqualified deferred compensation plan of Millipore Corporation)
     equal to the excess of (a) over (b), where (a) is the amount the
     Participant would have contributed under Section 4.1 of the Savings Plan in
     the absence of the limitations of Code Section 401(a)(17), Section 402(g),
     and Section 415, and/or the non-discrimination requirements of Code Section
     401(k) and by taking into account the Participant's gross compensation
     (prior to any compensation deferrals described above) and (b) is the amount
     actually contributed by the Participant under Section 4.1 of the Savings
     Plan.

2.3  Supplemental Employer Matching Contributions.  If a Participant makes
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     Supplemental Participant Contributions pursuant to Section 2.2 of this
     Supplemental Plan, Millipore Corporation shall credit to his Supplemental
     Contribution Account an amount equal to the employer matching contributions
     which would have been made pursuant to Section 5.2 of the Savings Plan if
     the Participant's Supplemental Participant Contributions had been made
     pursuant to Section 4.1 of the Savings Plan, without regard to the
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     nondiscrimination requirements of Code Section 401(m).
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All payments of benefits to Participants and/or their designated beneficiaries
under Section 2 of this Supplemental Plan shall be made in any of the three
forms set forth below; the particular form to be selected by Millipore
Corporation in its sole discretion after giving due consideration to the desires
of the Participant and/or his designated beneficiary, communicated to the
Corporation at least six (6) months prior to the date on which any such benefit
payment is to commence:

     (1)  A lump sum payment;

     (2)  The payment of a life annuity;

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     (3)  In five, ten or fifteen equal annual installments. (Equal shall mean
          dividing the account balance by the number of years remaining before
          making the annual installment then due).

Any unpaid balance shall remain in the Participant's Supplemental Contribution
Account and shall be adjusted in the manner as provided for in Section 2.2.

                                   SECTION  3
                            DISTRIBUTIONS AND LOANS


3.1  General.  Distributions on account of retirement, death, disability or
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     other termination of employment under the Supplemental Plan shall be made
     in accordance with Section 1 or Section 2, whichever is applicable based
     upon the type of benefit distribution being made.

3.2  Distributions While Employed.  No distributions may be made to a
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     Participant under the terms of this Supplemental Plan while the Participant
     is an employee of Millipore Corporation or of any affiliate or subsidiary
     of Millipore Corporation.

3.3  Right of Offset.  If, at the time of payment hereunder, the Administrative
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     Committee established pursuant to Section 5.4 determines that the
     Participant to whom or on whose behalf payment is being made, for any
     reason, indebted to Millipore Corporation or to any affiliate or subsidiary
     of Millipore Corporation, the Administrative Committee shall be entitled to
     offset such indebtedness, including any interest accruing thereon, against
     any payments otherwise due under the Supplemental Plan.

3.4  Withholding.  Millipore Corporation shall be entitled to withhold from
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     payments due under the Supplemental Plan any and all taxes of any nature
     required by any government to be withheld from compensation paid to
     Participants.

3.5  Loans.  No loans to Participants shall be permitted under the Supplemental
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     Plan.

                                   SECTION  4
                                    VESTING

A Participant shall be vested in his Supplemental Retirement Plan benefit, if
any, in accordance with the vesting provisions of the Retirement Plan.  A
Participant shall be fully vested at all times in his Supplemental Savings Plan
benefits.

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                                   SECTION  5
                                 MISCELLANEOUS

5.1  Amendment and Termination.
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     (1)  The Board may at any time and from time to time, amend or terminate
          this Supplemental Plan, without the consent of any Participant or
          beneficiary, provided that no such amendment or termination shall
          reduce any benefits accrued under the terms of this Supplemental Plan
          prior to the date of termination or amendment.

     (2)  Any amendment or termination of the Supplemental Plan shall become
          effective as to a Participant or beneficiary on the first day of the
          month following written notice to such Participant or beneficiary of
          the amendment or termination.

5.2  No Contract of Employment.  The establishment of the Supplemental Plan or
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     any modification thereof shall not give any Participant or other person the
     right to remain in the service of Millipore Corporation, and all
     Participants and other persons shall remain subject to discharge to the
     same extent as if the Supplemental Plan had never been adopted.

5.3  Tax Effects.  None of Millipore Corporation, the Board, the Administrative
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     Committee, and any firm, person, or corporation, represents or guarantees
     that any particular federal, state or local tax consequences will occur as
     a result of any Participant's participation in this Supplemental Plan.
     Each Participant shall consult with his or her own advisors regarding the
     tax consequences of participation in this Supplemental Plan.

5.4  Administrative Committee.  The Supplemental Plan shall be administered by
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     an Administrative Committee which shall consist of at least three members
     who shall serve at the pleasure of the Board.

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5.5  Entire Agreement; Successors.  This Supplemental Plan, including any
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     subsequently adopted amendments, shall constitute the entire agreement or
     contract between Millipore Corporation and any Participant regarding the
     Supplemental Plan.  There are no covenants, promises, agreements,
     conditions or understandings, either oral or written, between Millipore
     Corporation and any Participant relating to the subject matter hereof,
     other than those set forth in this Supplemental Plan.  This Supplemental
     Plan and any amendment shall be binding on the parties hereto and their
     respective heirs administrators, trustees, successors and assigns, and on
     all designated beneficiaries of the Participant.

5.6  Severability
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     If any provision of this Supplemental Plan shall be held or deemed to be
     invalid, inoperative or unenforceable as applied to any particular case in
     any jurisdiction or jurisdictions, because of its conflicting with any
     constitution or statute or rule of law or public policy or for any other
     reason, such circumstances shall not have the effect of rendering the
     provision or provisions in question invalid, inoperative or unenforceable
     in any other jurisdiction or of rendering any other provision or provisions
     herein contained invalid, inoperative or unenforceable, but this
     Supplemental Plan shall be reformed and construed in any such jurisdiction
     or case as if such invalid, inoperative or unenforceable provision had been
     contained herein and such provision reformed so that it would be valid,
     operative and enforceable to the maximum extent permitted in such
     jurisdiction or in such case.

                                                               September 2000

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