<PAGE>

--------------------------------------------------------------------------------



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                  FORM 10-K/A

                                 ANNUAL REPORT

                                      OF

                             MILLIPORE CORPORATION

                  For the Fiscal Year Ended December 31, 1998



                               ****************


                                   EXHIBITS


                               ****************



--------------------------------------------------------------------------------
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                       Exhibit Volume
Exhibit No.                                   Description                                 Page No.
-----------                                   -----------                                 --------
<S>                <C>                                                                <C>
3.1                Restated Articles of Organization, as amended May 6, 1996.........        **

3.2                By Laws, as amended...............................................        **

4.1                Indenture dated as of May 3, 1995, relating to the issuance of
                   $100,000,000 principal amount of Company's 6.78% Senior
                   Notes due 2004....................................................        **

4.2                Indenture dated as of April 1, 1997, relating to
                   the issuance Debt Securities in Series............................        **

10.1               Distribution Agreement, dated as of July 1, 1996, by and
                   among the Company and Fisher Scientific Company...................        **

10.2               Revolving Credit Agreement, dated as of January 22, 1997, among
                   Millipore Corporation and The First National Bank of Boston,
                   ABM AMRO Bank N.V. and certain other lending institutions
                   which are or become parties thereto...............................        **

10.3               Shareholder Rights Agreement, dated as of April 15, 1988,
                   between Millipore and The First National Bank of Boston...........        **

10.4               Long Term Restricted Stock (Incentive) Plan for Senior Management         **

10.5               1985 Combined Stock Option Plan...................................        **

10.6               Supplemental Savings and Retirement Plan for Key
                   Salaried Employees of Millipore Corporation.......................        **

10.7               Executive Termination Agreement...................................        **

10.8               Executive "Sale of Business" Incentive Termination Agreements.....        **

10.9               1995 Employee Stock Purchase Plan.................................        **

10.10              1995 Management Incentive Plan....................................        **

10.11              1995 Combined Stock Option Plan, as amended.......................        **

10.12              Second Amendment, effective as of September 30, 1998,
                   to Revolving Credit Agreement, dated as of January 22, 1997,
                   among Millipore Corporation and The First National Bank
                   of Boston, ABM AMRO Bank N.V. and certain other lending
                   institutions......................................................        **

10.13              Note Purchase and Exchange Agreement, as amended through
                   November 2, 1998, between Millipore Corporation and
                   Metropolitan Life Insurance Company...............................        **
</TABLE>
--------------------------------------------------------------------------------
**  Incorporated by Reference to a prior filing with the Commission
<PAGE>

                          INDEX TO EXHIBITS [Cont'd]

<TABLE>
<CAPTION>
                                                                                       Exhibit Volume
Exhibit No.                                   Description                                 Page No.
-----------                                   -----------                                 --------
<S>                <C>                                                                <C>
10.14              Form of letter agreement with directors relating to the
                   deferral of directors fees and conversion into phantom
                   stock units.......................................................        **

10.15              1989 Stock Option Plan for Non-Employee Directors.................        **

10.16              Commercial Lease Agreement between EBP 3, Ltd. and
                   Millipore Corporation with respect to Premises located
                   in Allen, Texas...................................................        **

10.17              ISDA Master Agreement, dated January 27, 1994, as amended,
                   with Morgan Guaranty Trust Company of New York....................        5

11                 Computation of Per Share Earnings.................................        *+

21                 Subsidiaries of Millipore Corporation.............................        **

23                 Consent  of Coopers & Lybrand L.L.P...............................        65

24                 Power of Attorney.................................................        67

27                 Financial Data Schedule...........................................        70++++
</TABLE>
--------------------------------------------------------------------------------
*+   Incorporated by reference to Note F to Financial Statements on page F-13
++++ EDGAR Filing only
<PAGE>

                                                                   EXHIBIT 10.17


                                    ISDA(R)


                 InterNational Swap Dealers Association, Inc.


                               MASTER AGREEMENT
                         dated as of January 27, 1994



MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("MORGAN") AND MILLIPORE CORPORATION
(THE "COUNTERPARTY") have entered and/or anticipate entering into one or more
transactions (each a "Transaction") that are or will he governed by this Master
Agreement which includes the schedule (the "Schedule"), and the documents and
other confirming evidence (each a  "Confirmation") exchanged between the parties
confirming those Transactions.

Accordingly, the parties agree as follows:-

1.   INTERPRETATION

(a)  DEFINITIONS.  The terms defined in Section 14 and in the Schedule will have
     the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY.  In the event of any inconsistency between the provisions of
     the Schedule and the other provisions of this Master Agreement, the
     Schedule will prevail.  In the event of any inconsistency between the
     provisions of any Confirmation and this Master Agreement (including the
     Schedule), such Confirmation will prevail for the purpose of the relevant
     Transaction.

(c)  SINGLE AGREEMENT.  All Transactions are entered into in reliance on the
     fact that this Master Agreement and all Confirmations form a single
     agreement between the parties (collectively referred to as this
     "Agreement"), and the parties would not otherwise enter into any
     Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS.

     (i)  Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.
<PAGE>

     (ii)  Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the
     required currency.  Where settlement is by delivery (that is, other than
     by payment), such delivery will be made for receipt on the due date in the
     manner customary for the relevant obligation unless otherwise specified in
     the relevant Confirmation or elsewhere in this Agreement.

     (iii)  Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing,
     (2) the condition precedent that no Early Termination Date in respect of
     the relevant Transaction has occurred or been effectively designated and
     (3) each other applicable condition precedent specified in this Agreement.

(b)  CHANGE OF ACCOUNT.  Either Party may change its account for receiving a
     payment or delivery by giving notice to the other party at least five Local
     Business Days prior to the scheduled date for the payment or delivery to
     which such change applies unless such other party gives timely notice of a
     reasonable objection to such change.

(c)  NETTING.   If on any date amounts would otherwise be payable:-

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

     by each party to the other, then, on such date, each party's obligation to
     make Payment of any such amount will be automatically satisfied and
     discharged and, if the aggregate amount that would otherwise have been
     payable by one party exceeds the aggregate amount that would otherwise have
     been payable by the other party, replaced by an obligation upon the party
     by whom the larger aggregate amount would have been payable to pay to the
     other party the excess of the larger aggregate amount over the smaller
     aggregate amount.

     The parties may elect in respect of two or more Transactions that a net
     amount will be determined in respect of all amounts payable on the same
     date in the same currency in respect of such Transactions, regardless of
     whether such amounts are payable in respect of the same Transaction. The
     election may be made in the Schedule or a Confirmation by specifying that
     subparagraph (ii) above will not apply to the Transactions identified as
     being subject to the election, together with the starting date (in which
     case subparagraph (ii) above will not, or will cease to, apply to such
     Transactions from such date). This election may be made separately for
     different groups of Transactions and will apply separately to each pairing
     of Offices through which the parties make and receive payments or
     deliveries.
<PAGE>

(d)  DEDUCTION OR WITHHOLDING FOR TAX.

     (i)  Gross-Up.  All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect.
     If a party is so required to deduct or withhold, then that party ("X")
     will:-

       (1) promptly notify the other party ("Y") of such requirement;

       (2) pay to the relevant authorities the full amount required to be
       deducted or withheld (including the full amount required to be deducted
       or withheld from any additional amount paid by X to Y under this
       Section 2(d)) promptly upon the earlier of determining that such
       deduction or withholding is required or receiving notice that such amount
       has been assessed against Y:

       (3) promptly forward to Y an official receipt (or a certified copy), or
       other documentation reasonably acceptable to Y, evidencing such payment
       to such authorities: and

       (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
       payment to which Y is otherwise entitled under this Agreement, such
       additional amount as is necessary to ensure that the net amount actually
       received by Y (free and clear of Indemnifiable Taxes. Whether assessed
       against X or Y) will equal the full amount Y would have received had no
       such deduction or withholding been required.  However, X will not be
       required to pay any additional amount to Y to the extent that it would
       not he required to be paid but for:-


         (A) the failure by Y to comply with or perform any agreement contained
         in Section 4(a)(i), 4(a)(iii) or 4(d): or

         (B) the failure of a representation made by Y pursuant to Section 3(f)
         to be accurate and true unless such failure would not have occurred but
         for (1) any action taken by a taxing authority, or brought in a court
         of competent jurisdiction, on or after the date on which a Transaction
         is entered into (regardless of whether such action is taken or brought
         with respect to a party to this Agreement) or (11) a Change in Tax Law.

      (ii)  LIABILITY.  If:-

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding, in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and
<PAGE>

          (3) a liability resulting from such Tax is assessed directly against
              X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  DEFAULT INTEREST; OTHER AMOUNTS.  Prior to the occurrence or effective
     designation of an Early Termination Date in respect of the relevant
     Transaction, a party that defaults in the performance of any payment
     obligation will, to the extent permitted by law and subject to Section
     6(c), be required to pay interest (before as well as after judgment) on the
     overdue amount to the other party on demand in the same currency as such
     overdue amount, for the period from (and including) the original due date
     for payment to (but excluding) the date of actual payment, at the Default
     Rate.  Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.  If, prior to the occurrence or
     effective designation of an Early Termination Date in respect of the
     relevant Transaction, a party defaults in the performance of any obligation
     required to be settled by delivery, it will compensate the other party on
     demand if and to the extent provided for in the relevant Confirmation or
     elsewhere in this Agreement.

3.   REPRESENTATIONS.

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(l). at all times until the
termination of this Agreement) that:-

(A)  BASIC REPRESENTATIONS.

     (i) STATUS.  It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii) POWERS.  It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;
<PAGE>

     (iii)  NO VIOLATION OR CONFLICT.  Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) CONSENTS.  All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) OBLIGATIONS BINDING.  Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

 (b) ABSENCE OF CERTAIN EVENTS.  No Event of Default or Potential Event of
 Default or, to its knowledge, Termination Event with respect to it has occurred
 and is continuing and no such event or circumstance would occur as a result of
 its entering into or performing its obligations under this Agreement or any
 Credit Support Document to which it is a party.

 (c) ABSENCE OF LITIGATION.  There is not pending or, to its knowledge,
 threatened against it or any of its Affiliates any action, suit or proceeding
 at law or in equity or before any court, tribunal, governmental body, agency or
 official or any arbitrator that is likely to affect the legality, validity or
 enforceability against it of this Agreement or any Credit Support Document to
 which it is a party or its ability to perform its obligations under  this
 Agreement or such Credit Support Document.

 (d) ACCURACY OF SPECIFIED INFORMATION.  All applicable information that is
 furnished in writing by or on behalf of it to the other party and is identified
 for the purpose of this Section 3(d) in the Schedule is, as of the  date of the
 information, true, accurate and complete in every material respect.

 (e) PAYER TAX REPRESENTATION.  Each representation specified in the Schedule as
 being made by it for the purpose of this Section 3(e) is accurate and true.

 (f) PAYEE TAX REPRESENTATIONS.  Each representation specified in the Schedule
 as being made by it for the  purpose of this Section 3(f) is accurate and true.
<PAGE>

4.   AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:-

(a)  FURNISH SPECIFIED INFORMATION.  It will deliver to the other party or, in
     certain cases under subparagraph (iii) below, to such government or taxing
     authority as the other party reasonably directs:-

     (i)  any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  MAINTAIN AUTHORISATIONS.  It will use all reasonable efforts to maintain in
     full force and effect all consents of any governmental or other authority
     that are required to be obtained by it with respect to this Agreement or
     any Credit Support Document to which it is a party and will use all
     reasonable efforts to obtain any that may become necessary in the future.

(c)  COMPLY WITH LAWS.  It will comply in all material respects with all
     applicable laws and orders to which it may be subject if failure so to
     comply would materially impair its ability to perform its obligations under
     this Agreement or any Credit Support Document to which it is a party.
<PAGE>

(d)  TAX AGREEMENT.  It will give notice of any failure of a representation made
     by it under Section 3(f) to be accurate and true promptly upon learning of
     such failure.

(e)  PAYMENT OF STAMP TAX.  Subject to Section 11, it will pay any Stamp Tax
     levied or imposed upon it or in  respect of its execution or performance of
     this Agreement by a jurisdiction in which it is incorporated, organised,
     managed and controlled, or considered to have its seat, or in which a
     branch or office through which it is acting for the purpose of this
     Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the
     other party against any Stamp Tax levied or imposed upon the other party or
     in respect of the other party's execution or performance of this Agreement
     by any such Stamp Tax Jurisdiction which is not also a Stamp Tax
     Jurisdiction with respect to the other party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)  EVENTS OF DEFAULT.  The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any Specified
     Entity of such party of any of the following events constitutes an event of
     default (an "Event of Default") with respect to such party:-

     (i) FAILURE TO PAY OR DELIVER.  Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure  is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) BREACH OF AGREEMENT.  Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii)  CREDIT SUPPORT DEFAULT.

         (1) Failure by the party or any Credit Support Provider of such party
         to comply with or perform any agreement or obligation to be complied
         with or performed by it in accordance with any Credit Support Document
         if such failure is continuing after any applicable grace period has
         elapsed;

         (2) the expiration or termination of such Credit Support Document or
         the failing or ceasing of such Credit Support Document to be in full
         force and effect for the purpose of this Agreement (in
<PAGE>

         either case other than in accordance with its terms) prior to the
         satisfaction of all obligations of such party under each Transaction to
         which such Credit Support Document relates without the written consent
         of the other party; or

         (3) the party or such Credit Support Provider disaffirms, disclaims,
         repudiates or rejects, in whole or in part, or challenges the validity
         of, such Credit Support Document;

     (iv) MISREPRESENTATION.  A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v)  DEFAULT UNDER SPECIFIED TRANSACTION.  The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of a Specified Transaction (or such default continues for at
     least  three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     reject, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi) CROSS DEFAULT.  If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     or default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
<PAGE>

     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of being
     declared, due and payable under such agreements or instruments, before it
     would otherwise have been due and payable or (2) a default by such party,
     such Credit Support Provider or such Specified Entity (individually or
     collectively) in making one or more payments on the due date thereof in an
     aggregate amount of not less than the applicable Threshold Amount under
     such agreements or instruments (after giving effect to any applicable
     notice requirement or grace period);

     (vii)  BANKRUPTCY.  The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:-

        (1) is dissolved (other than pursuant to a consolidation, amalgamation
        or merger); (2) becomes insolvent or is unable to pay its debts or fails
        or admits in writing its inability generally to pay its debts as they
        become due; (3) makes a general assignment, arrangement or composition
        with or for the benefit of its creditors; (4) institutes or has
        instituted against it a proceeding seeking a judgment of insolvency or
        bankruptcy or any other relief under any bankruptcy or insolvency law or
        other similar law affecting creditors' rights, or a petition is
        presented for its winding-up or liquidation, and, in the case of any
        such proceeding or petition instituted or presented against it, such
        proceeding or petition (A) results in a judgment of insolvency or
        bankruptcy or the entry of an order for relief or the making of an order
        for its winding-up or liquidation or (B) is not dismissed, discharged,
        stayed or restrained in each case within 30 days of the institution or
        presentation thereof; (5) has a resolution passed for its winding-up,
        official management or liquidation (other than pursuant to a
        consolidation, amalgamation or merger); (6) seeks or becomes subject to
        the appointment of an administrator, provisional liquidator,
        conservator, receiver, trustee, custodian or other similar official for
        it or for all or substantially all its assets; (7) has a secured party
        take possession of all or substantially all its assets or has a
        distress, execution, attachment, sequestration or other legal process
        levied enforced or sued on or against all or substantially all its
        assets and such secured party maintains possession, or any such process
        is not dismissed, discharged, stayed or restrained, in each case within
        30 days thereafter; (8) causes or is subject to any event with respect
        to it which, under the applicable laws of any jurisdiction, has an
        analogous effect to any of the events specified in clauses (1) to (7)
        (inclusive); or (9) takes any action in furtherance of, or indicating
        its consent to, approval of, or acquiescence in, any of the foregoing
        acts; or

        (viii)  MERGER WITHOUT ASSUMPTION.  The party or any Credit Support
        Provider of such party consolidates or amalgamates with, or merges with
        or into, or transfers all or substantially all its assets to, another
        entity and, at the time of such consolidation, amalgamation, merger or
        transfer:-

        (1) the resulting surviving or transferee entity fails to assume all the
        obligations of such party or such Credit Support Provider under this
        Agreement or any Credit Support Document to which it or its
<PAGE>

        predecessor was a party by operation of law or pursuant to an agreement
        reasonably satisfactory to the Other party to this Agreement; or

        (2) the benefits of any Credit Support Document fail to extend (without
        the consent of the other party) to the performance by such resulting,
        surviving or transferee entity of its obligations under this Agreement.

(b)  TERMINATION EVENTS.  The occurrence at any time with respect to a party or,
     if applicable, any Credit Support Provider of such party or any Specified
     Entity of such party of any event specified below constitutes an illegality
     if the event is specified in (i) below, a Tax Event if the event is
     specified in (ii) below or a Tax Event Upon Merger if the event is
     specified in (iii) below, and, if specified to be applicable. a Credit
     Event Upon Merger if the event is specified pursuant to (iv) below or an
     Additional Termination Event if the event is specified pursuant to (v)
     below:-

     (i) ILLEGALITY.  Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party);-

         (1) to perform any absolute or contingent obligation to make a payment
         or delivery or to receive a payment or delivery in respect of such
         Transaction or to comply with any other material provision of this
         Agreement relating to such Transaction; or

         (2) to perform, or for any Credit Support Provider of such party to
         perform any contingent or other obligation which the party (or such
         Credit Support Provider) has under any Credit Support Document relating
         to such Transaction;

      (ii) TAX EVENT.  Due to (x) any action taken by a tax authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for
<PAGE>

      or on account of a Tax (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) and no additional amount is required to be paid in
      respect of such Tax under Section 2(d)(i)(4) (other than by reason of
      Section 2(d)(i)(4)(A) or (B));

     (iii)  TAX EVENT UPON MERGER.  The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) CREDIT EVENT UPON MERGER.  If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v) ADDITIONAL TERMINATION EVENT.  If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c)  EVENT OF DEFAULT AND ILLEGALITY.  If an event or circumstance which would
     otherwise constitute or give rise to an Event of Default also constitutes
     an Illegality, it will be treated as an Illegality and will not constitute
     an Event of Default.
<PAGE>

6.   EARLY TERMINATION

(a)  RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT.  If at any time an Event of
     Default with respect to a party (the "Defaulting Party") has occurred and
     is then continuing, the other party (the "Non-defaulting Party") may, by
     not more than 20 days notice to the Defaulting Party specifying the
     relevant Event of Default, designate a day not earlier than the day such
     notice is effective as an Early Termination Date in respect of all
     outstanding Transactions.  If, however, "Automatic Early Termination" is
     specified in the Schedule as applying to a party, then an Early Termination
     Date in respect of all outstanding Transactions will occur immediately upon
     the occurrence with respect to such party of an Event of Default specified
     in Section 5(a )(vii)(1), (3), (5), (6) or, to the extent analogous
     thereto, (8), and as of the time immediately preceding the institution of
     the relevant proceeding or the presentation of the relevant petition upon
     the occurrence with respect to such party of an Event of Default specified
     in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i) NOTICE.  If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii) TRANSFER TO AVOID TERMINATION EVENT.  If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with a transferee on
     the terms proposed.
<PAGE>

     (iii) TWO AFFECTED PARTIES.  If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv)  Right to Terminate.  If:-

     (1) a transfer under Section 6(b)(ii) or an agreement under Section
     6(b)(iii), as the case may be, has not been effected with respect to all
     Affected Transactions within 30 days after an Affected Party gives notice
     under Section 6(b)(i); or

     (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or
     an Additional Termination Event occurs, or a Tax Event Upon Merger occurs
     and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then continuing, designate
     a day not earlier than the day such notice is effective as an Early
     Termination Date in respect of all Affected Transactions.

(c)  EFFECT OF DESIGNATION.

     (i)  If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Date will occur on the date so designated, whether or not the relevant
     Event of Default or Termination Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement.  The amount,
     if any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  CALCULATIONS.

     (i)  STATEMENT.  On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
<PAGE>

     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid.  In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) PAYMENT DATE.  An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate.  Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  PAYMENTS ON EARLY TERMINATION.  If an Early Termination Date occurs, the
     following Provisions shall apply based on the parties' election in the
     Schedule of a payment measure, either "Market Quotation" or "Loss", and a
     payment method either the "First Method" or the "Second Method".  If the
     parties fail to designate a payment measure or payment method in the
     Schedule, it will be deemed that "Market Quotation" or the "Second Method",
     as the case may be, shall apply. The amount, if any, payable in respect of
     an Early Termination Date and determined pursuant to this Section will be
     subject to any Set-off.

     (i) EVENTS OF DEFAULT.  If the Early Termination Date results from an Event
     of Default:-

         (1) FIRST METHOD AND MARKET QUOTATION.  If the First Method and Market
         Quotation apply, the Defaulting Party will pay to the Non-defaulting
         Party the excess, if a positive number of (A) the sum of the Settlement
         Amount (determined by the Non-defaulting Party) in respect of the
         Terminated Transactions and the Termination Currency Equivalent of the
         Unpaid Amounts owing to the Non-defaulting Party over (B) the
         Termination Currency Equivalent of the Unpaid Amounts owing to the
         Defaulting Party.
<PAGE>

         (2) FIRST METHOD AND LOSS.  If the First Method and Loss apply, the
         Defaulting Party will pay to the Non-defaulting Party, if a positive
         number, the Non-defaulting Party's Loss in respect of this Agreement.

         (3) SECOND METHOD AND MARKET QUOTATION.  If the Second Method and
         Market Quotation apply, an amount will be payable equal to (A) the sum
         of the Settlement Amount (determined by the Non-defaulting Party) in
         respect of the Terminated Transactions and the Termination Currency
         Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less
         (B) the Termination Currency Equivalent of the Unpaid Amounts owing to
         the Defaulting Party. If that amount is a positive number, the
         Defaulting Party will pay it to the Non-defaulting Party; if it is a
         negative number, the Non-defaulting Party will pay the absolute value
         of that amount to the Defaulting Party.

         (4) SECOND METHOD AND LOSS.  If the Second Method and Loss apply, an
         amount will be payable equal to the Non-defaulting Party's Loss in
         respect of this Agreement. If that amount is a positive number, the
         Defaulting Party will pay it to the Non-defaulting Party; if it is a
         negative number, the Non-defaulting Party will pay the absolute value
         of that amount to the Defaulting Party.

     (ii) TERMINATION EVENTS.  If the Early Termination Date results from a
     Termination Event:-

         (1) ONE AFFECTED PARTY.  If there is one Affected Party, the amount
         payable will be determined in accordance with Section 6(e)(i)(3), if
         Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
         except that, in either case, references to the Defaulting Party and to
         the Non-defaulting Party will be deemed to be references to the
         Affected Party and the party which is not the Affected Party,
         respectively, and. if Loss applies and fewer than all the Transactions
         are being terminated, Loss shall be calculated in respect of all
         Terminated Transactions.

         (2) TWO AFFECTED PARTIES.  If there are two Affected Parties:-

             (A) if Market Quotation applies, each party will determine a
             Settlement Amount in respect of the Terminated Transactions, and an
             amount will be payable equal to (i) the sum of (a) one-half of the
             difference between the Settlement Amount of the party with the
             higher Settlement Amount ("X") and the Settlement Amount of the
             party with the lower Settlement Amount ("Y") and (b) the
             Termination Currency Equivalent of the Unpaid Amounts owing to X
             less (ii) the Termination Currency Equivalent of the Unpaid Amounts
             owing to Y; and
<PAGE>

             (B) if Loss applies, each party will determine its Loss in respect
             of this Agreement (or, if fewer than all the Transactions are being
             terminated, in respect of all Terminated Transactions) and an
             amount will be payable equal to one-half of the difference between
             the Loss of the party with the higher Loss ("X") and the Loss of
             the party with the lower Loss ("Y").

     If the amount payable is a positive number, Y will pay it to X. If it is a
     negative number, X will pay the absolute value of that amount to Y.

     (iii)  ADJUSTMENT FOR BANKRUPTCY.  In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) PRE-ESTIMATE.  The parties agree that if Market Quotation applies in
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

7.   TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:-

     (a) a party may make such a transfer of this Agreement pursuant to a
     consolidation or amalgamation with, or merger with or into, or transfer of
     all or substantially all its assets to, another entity (but without
     prejudice to any other right or remedy under this Agreement); and

     (b) a party may make such a transfer of all or any part of its interest in
     any amount payable to it from a Defaulting Party under Section 6(c).

     Any purported transfer that is not in compliance with this Section will be
     void.
<PAGE>

8.   CONTRACTUAL CURRENCY

     (a) PAYMENT IN THE CONTRACTUAL CURRENCY.  Each payment under this Agreement
     will be made in the relevant currency specified in this Agreement for that
     payment (the "Contractual Currency"). To the extent permitted by applicable
     law, any obligation to make payments under this Agreement in the
     Contractual Currency will not be discharged or satisfied by any tender in
     any currency other than the Contractual Currency, except to the extent such
     tender results in the actual receipt by the party to which payment is owed,
     acting in a reasonable manner and in good faith in converting the currency
     so tendered into the Contractual Currency, of the full amount in the
     Contractual Currency of all amounts payable in respect of this Agreement.
     If for any reason the amount in the Contractual Currency so received falls
     short of the amount in the Contractual Currency payable in respect of this
     Agreement the party required to make the payment will, to the extent
     permitted by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.
     If for any reason the amount in the Contractual Currency so received
     exceeds the amount in the Contractual Currency payable in respect of this
     Agreement, the party receiving the payment will refund promptly the amount
     of such excess.

     (b)  JUDGMENTS.  To the extent permitted by applicable law, if any judgment
     or order expressed in a currency other than the Contractual Currency is
     rendered (i) for the payment of any amount owing in respect of this
     Agreement, (ii) for the payment of any amount relating to any early
     termination in respect of this Agreement or (iii) in respect of a judgment
     or order of another court for the payment of any amount described in (i) or
     (ii) above, the party seeking recovery, after recovery in full of the
     aggregate amount to which such party is entitled pursuant to the judgment
     or order, will be entitled to receive immediately from the other party the
     amount of any shortfall of the Contractual Currency received by such party
     as a consequence of sums paid in such other currency and will refund
     promptly to the other party any excess of the Contractual Currency received
     by such party as a consequence of sums paid in such other currency if such
     shortfall or such excess arises or results from any variation between the
     rate of exchange at which the Contractual Currency is converted into the
     currency of the judgment or order for the purposes of such judgment or
     order and the rate of exchange at which such party is able, acting in a
     reasonable manner and in good faith in converting the currency received
     into the Contractual Currency, to purchase the Contractual Currency with
     the amount of the currency of the judgment or order actually received by
     such party. The term "rate of exchange" includes, without limitation, any
     premiums and costs of exchange payable in connection with the purchase of
     or conversion into the Contractual Currency.

     (c)  SEPARATE INDEMNITIES.  To the extent permitted by applicable law,
     these indemnities constitute separate and independent obligations from the
     other obligations in this Agreement, will be enforceable as separate and
     independent causes of action, will apply notwithstanding any indulgence
     granted by the party to
<PAGE>

     which any payment is owed and will not be affected by judgment being
     obtained or claim or proof being made for any other sums payable in respect
     of this Agreement.

     (d)  EVIDENCE OF LOSS.  For the purpose of this Section 8, it will be
     sufficient for a party to demonstrate that it would have suffered a loss
     had an actual exchange or purchase been made.

9.   MISCELLANEOUS

     (a)  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement and
     understanding of the parties with respect to its subject matter and
     supersedes all oral communication and prior writings with respect thereto.

     (b)  AMENDMENTS.  No amendment, modification or waiver in respect of this
     Agreement will be effective unless in writing (including a writing
     evidenced by a facsimile transmission) and executed by each of the parties
     or confirmed by an exchange of telexes or electronic messages on an
     electronic messaging system.

     (c)  SURVIVAL OF OBLIGATIONS.  Without prejudice to Sections 2(a)(iii) and
     6(c)(ii), the obligations of the parties under this Agreement will survive
     the termination of any Transaction.

     (d)  REMEDIES CUMULATIVE.  Except as provided in this Agreement, the
     rights, powers, remedies and privileges provided in this Agreement are
     cumulative and not exclusive of any rights, powers, remedies and privileges
     provided by law.

     (e)  COUNTERPARTS AND CONFIRMATIONS.

          (i) This Agreement (and each amendment, modification and waiver in
          respect of it) may be executed and delivered in counterparts
          (including by facsimile transmission), each of which will be deemed an
          original.

          (ii) The parties intend that they are legally bound by the terms of
          each Transaction from the moment they agree to those terms (whether
          orally or otherwise). A Confirmation shall be entered into as soon as
          practicable and may be executed and delivered in counterparts
          (including by facsimile transmission) or be created by an exchange of
          telexes or by an exchange of electronic messages on an electronic
          messaging system, which in each case will be sufficient for all
          purposes to evidence a binding supplement to this Agreement. The
          parties will specify therein or through another effective means that
          any such counterpart, telex or electronic message constitutes a
          Confirmation.
<PAGE>

     (f)  NO WAIVER OF RIGHTS.  A failure or delay in exercising any right,
     power or privilege in respect of this Agreement will not be presumed to
     operate as a waiver, and a single or partial exercise of any right, power
     or privilege will not be presumed to preclude any subsequent or further
     exercise of that right, power or privilege or the exercise of any other
     right, power or privilege.

     (g)  HEADINGS.  The headings used in this Agreement are for convenience of
     reference only and are not to affect the construction of or to he taken
     into consideration in interpreting this Agreement.

10.  OFFICES: MULTIBRANCH PARTIES

     (a)  If Section 10(a) is specified in the Schedule as applying each party
     that enters into a Transaction through an Office other than its head or
     home office represents to the other party that, notwithstanding the place
     of booking office or jurisdiction of incorporation or organisation of such
     party, the obligations of such party are the same as if it had entered into
     the Transaction through its head or home office. This representation will
     be deemed to be repeated by such party on each date on which a Transaction
     is entered into.

     (b)  Neither party may change the Office through which it makes and
     receives payments or deliveries for the purpose of a Transaction without
     the prior written consent of the other party.

     (c)  If a party is specified as a Multibranch Party in the Schedule, such
     Multibranch Party may make and receive payments or deliveries under any
     Transaction through any Office listed in the Schedule, and the Office
     through which it makes and receives payments or deliveries with respect to
     a Transaction will be specified in the relevant Confirmation.

11.  EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including 1egal fees and
Stamp Tax incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.  NOTICES

     (a)  EFFECTIVENESS.  Any notice or other communication in respect of this
     Agreement may be given in any manner set forth below (except that a notice
     or other communication under Section 5 or 6 may not be given by facsimile
     transmission or electronic messaging system) to the address or number or in
<PAGE>

     accordance with the electronic messaging system details provided (see the
     Schedule) and will be deemed effective as indicated:-

          (i)  if in writing and delivered in person or by courier, on the date
          it is delivered;

          (ii) if sent by telex, on the date the recipient's answerback is
          received;

          (iii) if sent by facsimile transmission, on the date that transmission
          is received by a responsible employee of the recipient in legible form
          (it being agreed that the burden of proving receipt will be on the
          sender and will not be met by a transmission report generated by the
          sender's facsimile machine);

          (iv) if sent by certified or registered mail (airmail, if overseas) or
          the equivalent (return receipt requested) on the date that mail is
          delivered or its delivery is attempted; or

          (v) if sent by electronic massaging system, on the date that
          electronic message is received, unless the date of that delivery (or
          attempted delivery) or that receipt, as applicable, is not a Local
          Business Day or that communication is delivered (or attempted) or
          received, as applicable, after the close of business on a Local
          Business Day, in which case that communication shall be deemed given
          and effective on the first following day that is a Local Business Day.

     (b)  CHANGE OF ADDRESSES.  Either party may by notice to the other change
     the address, telex or facsimile number or electronic massaging system
     details at which notices or other communications are to be given to it.

 13. GOVERNING LAW AND JURISDICTION

     (a)  GOVERNING LAW.  This Agreement will be governed by and construed in
     accordance with the law specified in the Schedule.

     (b)  JURISDICTION. With respect to any suit, action or proceedings relating
     to this Agreement ("Proceedings"), each party irrevocably:-

          (i) submits to the jurisdiction of the English courts, if this
          Agreement is expressed to be governed by English law or to the
          nonexclusive jurisdiction of the courts of the State of New York and
          the United States District Court located in the Borough of Manhattan
          in New York City, if this Agreement is expressed to be governed by the
          laws of the State of New York; and
<PAGE>

          (ii) waives any objection which it may have at any time to the laying
          of venue of any Proceedings brought in any such court waives any claim
          that such Proceedings have been brought in an inconvenient forum and
          further waives the right to object, with respect to such Proceedings,
          that such court does not have any jurisdiction over such party.

     Nothing in this Agreement precludes either party from bringing Proceedings
     in any other jurisdiction (outside, if this Agreement is expressed to be
     governed by English law, the Contracting States, as defined in Section 1(3)
     of the Civil Jurisdiction and Judgments Act 1982 or any modification,
     extension or re-enactment thereof for the time being in force) nor will the
     bringing of Proceedings in any one or more jurisdictions preclude the
     bringing of Proceedings in any other jurisdiction.

     (c)  SERVICE OF PROCESS.  Each party irrevocably appoints the Process Agent
     (if any) specified opposite its name in the Schedule to receive, for it and
     on its behalf, service of process in any Proceedings. If for any reason any
     party's Process Agent is unable to act as such, such party will promptly
     notify the other party and within 30 days, appoint a substitute process
     agent acceptable to the other party. The parties irrevocably consent to
     service of process given in the manner provided for notices in Section 12.
     Nothing in this Agreement will affect the right of either party to serve
     process in any other manner permitted by law.

     (d)  WAIVER OF IMMUNITIES.  Each party irrevocably waives to the fullest
     extent permitted by applicable law, with respect to itself and its revenues
     and assets (irrespective of their use or intended use), all immunity on the
     grounds of sovereignty or other similar grounds from (i) suit, or
     jurisdiction of any court, (iii) relief by way of injunction, order for
     specific performance or for recovery or property, (iv) attachment of its
     assets (whether before or after judgment) and (v) execution or enforcement
     of any judgment to which it or its revenues or assets might otherwise be
     entitled in any Proceedings in the courts of any jurisdiction and
     irrevocably agrees, to the extent permitted by applicable law, that it will
     not claim any such immunity in any Proceedings.

14.  DEFINITIONS


                          AS USED IN THIS AGREEMENT:-

   "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

   "AFFECTED PARTY" has the meaning specified in Section 5(b).

   "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
   consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
<PAGE>

   Transactions affected by the occurrence of such Termination Event and
   (b) with respect to any other Termination Event all Transactions.

   "AFFILIATE" means subject to the Schedule, in relation to any person, any
   entity controlled, directly or indirectly, by the person, any entity that
   controls, directly or indirectly, the person or any entity directly or
   indirectly under common control with the person.  For this purpose, "control"
   of any entity or person means ownership of a majority of the voting power of
   the entity or person.

   "APPLICABLE RATE" means:-

   (a) in respect of obligations payable or deliverable (or which would have
   been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

   (b) in respect of an obligation to pay an amount under Section 6(c) of either
   party from and after the date (determined in accordance with Section
   6(d)(ii)) on which that amount is payable, the Default Rate;

   (c) in respect of all other obligations payable or deliverable (or which
   would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
   Non-default Rate; and

   (d)  in all other cases the Termination Rate.

   "BURDENED PARTY" has the meaning specified in Section 5(b).

   "CHANGE IN TAX LAW" means the enactment promulgation, execution or
   ratification of, or any change in or amendment to, any law (or in the
   application or official interpretation of any law) that occurs on or after
   the date on which the relevant Transaction is entered into.

   "CONSENT" includes a consent, approval, action, authorisation, exemption,
   notice, filing, registration or exchange control consent.

   "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).


   "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified
   as such in this Agreement.

   "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.
<PAGE>

   "DEFAULT RATE" means a rate per annum equal to the cost (without proof or
   evidence of any actual cost) to the relevant payee (as certified by it) if it
   were to fund or of funding the relevant amount plus 1% per annum.

  "DEFAULTING PARTY" has the meaning specified in Section 6(a).

  "EARLY TERMINATION DATE" means the date determined in accordance with Section
  6(a) or 6(b)(iv).

  "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
  applicable, in the Schedule.

  "ILLEGALITY" has the meaning specified in Section 5(b).

  "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed
  in respect of a payment under this Agreement but for a present or former
  connection between the jurisdiction of the government or taxation authority
  imposing such Tax and the recipient of such payment or a person related to
  such recipient (including, without limitation, a connection arising from such
  recipient or related person being or having been a citizen or resident of such
  jurisdiction, or being or having been organised, present or engaged in a trade
  or business in such jurisdiction, or having had a permanent establishment or
  fixed place of business in such jurisdiction, but excluding a connection
  arising solely from such recipient or related person having executed,
  delivered, performed its obligations or received a payment under, or enforced,
  this Agreement or a Credit Support Document).

  "LAW" includes any treaty, law. rule or regulation (as modified in the case of
  tax matters by the practice of any relevant governmental revenue authority)
  and "lawful" and "unlawful" will be construed accordingly.

  "LOCAL BUSINESS DAY" means subject to the Schedule, a day on which commercial
  banks  open for business (including dealings in foreign exchange and foreign
  currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
  the place(s) specified in the relevant Confirmation or, if not so specified,
  as otherwise agreed by the parties in writing or determined pursuant to
  provisions contained or incorporated by reference in this Agreement, (b) in
  relation to any other payment, in the place where the relevant account is
  located and, if different, in the principal financial centre, if any, of the
  currency of such payment, (c) in relation to any notice or other
  communication, including notice contemplated under Section 5(a)(i), in the
  city specified in the address for notice provided by the recipient and, in the
  case of a notice contemplated by Section 2(b), in the place where the relevant
  new account is to be located and (d) in relation to Section 5(a)(v)(2), in the
  relevant locations for performance with respect to such Specified Transaction.
<PAGE>

  "LOSS" means, with respect to this Agreement or one, or more Terminated
  Transactions as the case may be, and a party, the Termination Currency
  Equivalent of an amount that party reasonably determines in good faith to be
  its total losses and costs (or gain, in which case expressed as a negative
  number) in connection with this Agreement or that Terminated Transaction or
  group of Terminated Transactions, as the case may be, including any loss of
  bargain, cost of funding or, at the election of such party but without
  duplication, loss or cost incurred as a result of its terminating,
  liquidating, obtaining or re-establishing any hedge or related trading
  position (or any gain resulting from any of them).  Loss includes losses and
  costs (or gains) in respect of any payment or delivery required to have been
  made (assuming satisfaction of each applicable condition precedent) on or
  before the relevant Early Termination Date and not made except so as to avoid
  duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.  Loss
  does not include a party's legal fees and out-of-pocket expenses referred to
  under Section 11.  A party will determine its Loss as of the relevant Early
  Termination Date, or, if that is not reasonably practicable, as of the
  earliest date thereafter as is reasonably practicable.  A party may (but need
  not) determine its Loss by reference to quotations of relevant rates or prices
  from one or more leading dealers in the relevant markets.

  "MARKET QUOTATION" means, with respect to one or more Terminated Transactions
  and a party making the determination, an amount determined on the basis of
  quotations from Reference Market-makers.  Each quotation will be for an
  amount, if any, that would be paid to such party (expressed as a negative
  number) or by such party (expressed as a positive number) in consideration of
  an agreement between such party (taking into account any existing Credit
  Support Document with respect to the obligations of such party) and the
  quoting Reference Market-maker to enter into a transaction (the "Replacement
  Transaction") that would have the effect of preserving for such Party the
  economic equivalent of any payment or delivery (whether the underlying
  obligation was absolute or contingent and assuming the "satisfaction of each
  applicable condition precedent) by the parties under Section 2(a)(i) in
  respect of such Terminated Transaction or group of Terminated Transactions
  that would, but for the occurrence of the relevant Early Termination Date,
  have been required after that date.  For this purpose, Unpaid Amounts in
  respect of the Terminated Transaction or group of Terminated Transactions are
  to be excluded but, without limitation, any payment or delivery that would,
  but for the relevant Early Termination Date, have been required (assuming
  satisfaction of each applicable condition precedent) after that Early
  Termination Date is to be included.  The Replacement Transaction would be
  subject to such documentation as such party and the Reference Market-maker
  may, in good faith, agree.  The party making the determination (or its agent)
  will request each Reference Market-maker to provide its quotation to the
  extent reasonably practicable as of the same day and time (without regard to
  different time zones) on or as soon as
<PAGE>

  reasonably practicable after the relevant Early Termination Date. The day and
  time as of which those quotations are to be obtained will be selected in good
  faith by the party obliged to make a determination under Section 6(e), and, if
  each party is so obliged, after consultation with the other. If more than
  three quotations are provided, the Market Quotation will be the arithmetic
  mean of the quotations, without regard to the quotations having the highest
  and lowest values. If exactly three such quotations are provided, the Market
  Quotation will be the quotation remaining after disregarding the highest and
  lowest quotations. For this purpose, if more than one quotation has the same
  highest value or lowest value, then one of such quotations shall be
  disregarded. If fewer than three quotations are provided, it will be deemed
  that the Market Quotation in respect of such Terminated Transaction or group
  of Terminated Transactions cannot be determined.

  "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
  evidence of any actual cost) to the Non-defaulting Party (as certified by it)
  if it were to fund the relevant amount.

  "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

  "OFFICE" means a branch or office of a party, which may be such party's head
  or home office.

  "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice
  or the lapse of time or both, would constitute an Event of Default.

  "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
  selected by the party determining a Market Quotation in good faith (a) from
  among dealers of the highest credit standing which satisfy all the criteria
  that such party applies generally at the time in deciding whether to offer or
  to make an extension of credit and (b) to the extent practicable, from among
  such dealers having an office in the same city.

  "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions
  (a) in which the party is incorporated, organised, managed and controlled or
  considered to have its seat, (b) where an Office through which the party is
  acting for purposes of this Agreement is located, (c) in which the party
  executes this Agreement and (d) in relation to any payment from or through
  which such payment is made.

  "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
  made under Section 2(a)(i) with respect to a Transaction.

  "SET-OFF" means set-off, offset, combination of accounts, right of retention
  or withholding or similar right or requirement to which the payer of an amount
  under Section 6 is entitled or subject (whether arising under this Agreement,
  another contract, applicable law or otherwise) that is exercised by, or
  imposed on such payer.
<PAGE>

  "SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
  Date, the sum of:--

(a)  the Termination Currency Equivalent of the Market Quotations (whether
     positive or negative) for each Terminated Transaction or group of
     Terminated Transactions for which a Market Quotation is determined; and

(b)  such party's Loss (whether positive or negative and without reference to
     any Unpaid Amounts) for each Terminated Transaction or group of Terminated
     Transactions for which a Market Quotation cannot be determined or would not
     (in the reasonable belief of the party making the determination) produce a
     commercially reasonable result.

  "SPECIFIED ENTITY" has the meaning specified in the Schedule.

  "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
  (whether present or future, contingent or otherwise, as principal or surety or
  otherwise) in respect of borrowed money.

  "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
  (including an agreement with respect thereto) now existing or hereafter
  entered into between one party to this Agreement (or any Credit Support
  Provider of such party or any applicable Specified Entity of such party) and
  the other party to this Agreement (or any Credit Support Provider of such
  other party or any applicable Specified Entity of such other group) which is a
  rate swap transaction, basis swap, forward rate transaction, commodity swap,
  commodity option, equity or equity index swap, equity or equity index option,
  bond option, interest rate option, foreign exchange transaction, cap
  transaction, floor transaction, collar transaction, currency swap transaction,
  cross-currency rate swap transaction, currency option or any other similar
  transaction (including any option with respect to any of these transactions),
  (b) any combination of these transactions and (c) any other transaction
  identified as a Specified Transaction in this Agreement or the relevant
  confirmation.

  "STAMP TAX" means any stamp, registration, documentation or similar tax.

  "Tax" means any present or future tax, levy, impost, duty, charge, assessment
  or fee of any nature (including interest, penalties and additions thereto)
  that is imposed by any government or other taxing authority in respect of any
  payment under this Agreement other than a stamp, registration, documentation
  or similar tax.

  "TAX EVENT" has the meaning specified in Section 5(b).
<PAGE>

  "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

  "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date
  (a) if resulting from a Termination Event, all Affected Transactions and
  (b) if resulting from an Event of Default, all Transactions (in either case)
  in effect immediately before the effectiveness of the notice designating that
  early Termination Date (or, if "Automatic Early Termination" applies,
  immediately before that Early Termination Date).

  "TERMINATION CURRENCY" has the meaning specified in the Schedule.

  "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated
  in the Termination Currency, such Termination Currency amount and, in respect
  of any amount denominated in a currency other than the Termination Currency
  (the "Other Currency"), the amount in the Termination Currency determined by
  the party making the relevant determination as being required to purchase such
  amount of such Other Currency as at the relevant Early Termination Date, or,
  if the relevant Market Quotation or Loss (as the case may be), is determined
  as of a later date that later date, with the Termination Currency at the rate
  equal to the spot exchange rate of the foreign exchange agent (selected as
  provided below) for the purchase of such Other Currency with the Termination
  Currency at or about 11:00a.m. (in the city in which such foreign exchange
  agent is located) on such date as would be customary for the determination of
  such a rate for the purchase of such Other Currency for value on the relevant
  Early Termination Date or that later date. The foreign exchange agent will, if
  only one party is obliged to make a determination under Section 6(e), be
  selected in good faith by that party and otherwise will be agreed by the
  parties.

  "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
  Merger or, if specified to be applicable, a Credit Event Upon Merger or an
  Additional Termination Event.

  "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
  cost (without proof or evidence of any actual cost) to each party (as
  certified by such party) if it were to fund or of funding such amounts.

  "UNPAID AMOUNTS" owing to any party means, with respect to an Early
  Termination Date, the aggregate of (a) in respect of all Terminated
  Transactions, the amounts that became payable (or that would have become
  payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
  prior to such Early Termination Date and which remain unpaid as at such Early
  Termination Date and (b) in respect of each Terminated Transaction, for each
  obligation under Section 2(a)(i) which was (or would have been but for Section
  2(a)(iii)) required to be settled by delivery to such party on or prior to
  such Early Termination Date and which has not been so settled
<PAGE>

  as at such Early Termination Date, an amount equal to the fair market value of
  that which was (or would have been) required to be delivered as of the
  originally scheduled date for delivery, in each case together with (to the
  extent permitted under applicable law) interest in the currency of such
  amounts, from (and including) the date such amounts obligations were or would
  have been required to have been paid or performed to (but excluding) such
  Early Termination Date, at the Applicable Rate. Such amounts of interest will
  be calculated on the basis of daily compounding and the actual number of days
  elapsed. The fair market value of any obligation referred to in clause (b)
  above shall he reasonably determined by the party obliged to make the
  determination under Section 6(e) or, if each party is so obliged, it shall be
  the average of the Termination Currency Equivalents of the fair market values
  reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

MORGAN GUARANTY TRUST               MILLIPORE CORPORATION
COMPANY OF NEW YORK


By: /s/ Michael Y. Leder            By: /s/ Geoffrey Nunes
    ---------------------------         ----------------------------
    Name:  Michael Y. Leder             Name:   Geoffrey Nunes
    Title: Vice President               Title:  Senior Vice President and
    Date:                                       General Counsel
                                        Date:   April 4, 1994
<PAGE>

                                     ISDA

             INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the

MASTER AGREEMENT

                         dated as of January 27, 1994
                                    between

Morgan Guaranty Trust Company                          Millipore Corporation
of New York ("Morgan")                and                   ("Party B")
     ("Party A")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:-

PARAGRAPH 1.  INTERPRETATION

(a)  DEFINITIONS AND INCONSISTENCY.  Capitalized terms not otherwise defined
     herein or elsewhere in this Agreement have the meanings specified pursuant
     to Paragraph 12, and all references in this Annex to Paragraphs are to
     Paragraphs of this Annex. In the event of any inconsistency between this
     Annex and the other provisions of this Schedule, this Annex will prevail,
     and in the event of any inconsistency between Paragraph 13 and the other
     provisions of this Annex, Paragraph 13 will prevail.

(b)  SECURED PARTY AND PLEDGOR.  All references in this Annex to the "Secured
     Party" will be to either party when acting in that capacity and all
     corresponding references to the "Pledgor" will be to the other party when
     acting in that capacity; provided, however, that if Other Posted Support is
     held by a party to this Annex, all references herein to that party as the
     Secured Party with respect to that Other Posted Support will be to that
     party as the beneficiary thereof and will not subject that support or that
     party as the beneficiary thereof to provisions of law generally relating to
     security interests and secured parties.

PARAGRAPH 2.  SECURITY INTEREST

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing
<PAGE>

security interest in, lien on and right of Set-off against all Posted Collateral
Transferred to or received by the Secured Party hereunder. Upon the Transfer by
the Secured Party to the Pledgor of Posted Collateral, the security interest and
lien granted hereunder on that Posted Collateral will be released immediately
and, to the extent possible, without any further action by either party.

PARAGRAPH 3.  CREDIT SUPPORT OBLIGATIONS

(a)  DELIVERY AMOUNT.  Subject to Paragraphs 4 and 5, upon a demand made by
     the Secured Party on or promptly following a Valuation Date, if the
     Delivery Amount for that Valuation Date equals or exceeds the Pledgor's
     Minimum Transfer Amount, then the Pledgor will Transfer to the Secured
     Party Eligible Credit Support having a Value as of the date of Transfer at
     least equal to the applicable Delivery Amount (rounded pursuant to
     Paragraph 13). Unless otherwise specified in Paragraph 13, the "DELIVERY
     AMOUNT" applicable to the Pledgor for any Valuation Date will equal the
     amount by which:

          (i)  the Credit Support Amount

               exceeds

          (ii) the Value as of that Valuation Date of all Posted Credit Support
               held by the Secured Party.

(b)  RETURN AMOUNT.  Subject to Paragraphs 4 and 5, upon a demand made by the
     Pledgor on or promptly following a Valuation Date, if the Return Amount for
     that Valuation Date equals or exceeds the Secured Party's Minimum
     Transferred Amount then the Secured Party will Transfer to the Pledgor
     Posted Credit Support specified by the Pledgor in that demand having a
     Value as of the date of Transfer as close as practicable to the applicable
     Return Amount (rounded pursuant to Paragraph 13).  Unless otherwise
     specified in Paragraph 13, the "RETURN AMOUNT" applicable to the Secured
     Party for any Valuation Date will equal the amount by which:

          (i)  the Value as of that Valuation Date of all Posted Credit
               Support held by the Secured Party

               exceeds

          (ii) the Credit Support Amount.

     "CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13,
     for any

<PAGE>

     Valuation Date (i) the Secured Party's Exposure for that Valuation Date
     plus (ii) the aggregate of all Independent Amounts applicable to the
     Pledgor, if any, minus (iii) all Independent Amounts applicable to the
     Secured Party, if any, minus (iv) the Pledgor's Threshold; provided,
     however, that the Credit Support Amount will be deemed to be zero whenever
     the calculation of Credit Support Amount yields a number less than zero.

PARAGRAPH 4.  CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

(a)  CONDITIONS PRECEDENT.  Each Transfer obligation of the Pledgor under
     Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5
     and 6(d) is subject to the conditions precedent that:

     (i) no Event of Default, Potential Event of Default or Specified Condition
     has occurred and is continuing with respect to the other party; and

     (ii) no Early Termination Date for which any unsatisfied payment
     obligations exist has occurred or been designated as the result of an Event
     of Default or Specified Condition with respect to the other party.

(b)  TRANSFER TIMING.  Subject to Paragraphs 4(a) and 5 and unless otherwise
     specified, if a demand for the Transfer of Eligible Credit Support or
     Posted Credit Support is made by the Notification Time, then the relevant
     Transfer will be made not later than the close of business on the next
     Local Business Day, if a demand is made after the Notification Time, then
     the relevant Transfer will be made not later than the close of business on
     the second Local Business Day thereafter.

(c)  CALCULATIONS.  All calculations of Value and Exposure for purposes of
     Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the
     Valuation Time.  The Valuation Agent will notify each party (or the other
     party, if the Valuation Agent is a party) of its calculations not later
     than the Notification Time on the Local Business Day following the
     applicable Valuation Date (or in the case of Paragraph 6(d), following the
     date of calculation).

(d)  SUBSTITUTIONS.

     (i) unless otherwise specified in Paragraph 13, upon notice to the Secured
     Party specifying the items of Posted Credit Support to be exchanged, the
     Pledgor may, on any Local Business Day, Transfer to the Secured Party
     substitute Eligible Credit Support (the "Substitute Credit Support");
     and (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
     Pledgor the items of Posted Credit Support specified by the Pledgor in its
     notice not later than the Local Business Day following the date on which
     the Secured Party receives the Substitute Credit Support, unless otherwise
     specified in Paragraph 13 (the
<PAGE>

     "Substitution Date"); provided that the Secured Party will only be
     obligated to Transfer Posted Credit Support with a Value as of the date of
     Transfer of that Posted Credit Support equal to the Value as of that date
     of the Substitute Credit Support.

PARAGRAPH 5.  DISPUTE RESOLUTION

        If a party (a "Disputing Party") disputes (I) the Valuation Agent's
    calculation of a Delivery Amount or a Return Amount or (II) the Value of any
    Transfer of Eligible Credit Support or Posted Credit Support, then (1) the
    Disputing Party will notify the other party and the Valuation Agent (if the
    Valuation Agent is not the other party) not later than the close of business
    on the Local Business Day following (X) the date that the demand is made
    under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in
    the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party
    will Transfer the undisputed amount to the other party not later than the
    close of business on the Local Business Day following (X) the date that the
    demand is made under Paragraph 3 in the case of (I) above or (Y) the date of
    Transfer in the case of (II) above, (3) the parties will consult with each
    other in an attempt to resolve the dispute and (4) if they fail to resolve
    the dispute by the Resolution Time, then:(i)  In the case of a dispute
    involving a Delivery Amount or Return Amount, unless otherwise specified in
    Paragraph 13, the Valuation Agent will recalculate the Exposure and the
    Value as of the Recalculation Date by:(A)  utilizing any calculations of
    Exposure for the Transactions (or Swap Transactions) that the parties have
    agreed are not in dispute;(B)  calculating the Exposure for the Transactions
    (or Swap Transactions) in dispute by seeking four actual quotations at mid-
    market from Reference Market-makers for purposes of calculating Market
    Quotation, and taking the arithmetic average of those obtained; provided
    that if four quotations are not available for a particular Transaction (or
    Swap Transaction), then fewer than four quotations may be used for that
    Transaction (or Swap Transaction); and if no quotations are available for a
    particular Transaction (or Swap Transaction), then the Valuation Agent's
    original calculations will be used for that Transaction (or Swap
    Transaction); and (C) utilizing the procedures specified in Paragraph 13 for
    calculating the Value, if disputed, of Posted Credit Support.(ii)  In the
    case of a dispute involving the Value of any Transfer of Eligible Credit
    Support or Posted Credit Support, the Valuation Agent will recalculate the
    Value as of the date of Transfer pursuant to Paragraph 13. Following a
    recalculation pursuant to this Paragraph, the Valuation Agent will notify
    each party (or the other party, if the Valuation Agent is a party) not later
    than the
<PAGE>

    Notification Time on the Local Business Day following the Resolution Time.
    The appropriate party will, upon demand following that notice by the
    Valuation Agent or a resolution pursuant to (3) above and subject to
    Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6.   HOLDING AND USING POSTED COLLATERAL

(a)  CARE OF POSTED COLLATERAL.  Without limiting the Secured Party's rights
     under Paragraph 6(c), the Secured Party will exercise reasonable care to
     assure the safe custody of all Posted Collateral to the extent required by
     applicable law, and in any event the Secured Party will be deemed to have
     exercised reasonable care if it exercises at least the same degree of care
     as it would exercise with respect to its own property.  Except as specified
     in the preceding sentence, the Secured Party will have no duty with respect
     to Posted Collateral, including, without limitation, any duty to collect
     any Distributions, or enforce or preserve any rights pertaining thereto.

(b)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

     (i)  GENERAL.  Subject to the satisfaction of any conditions specified in
     Paragraph 13 for holding Posted Collateral, the Secured Party will be
     entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
     to hold Posted Collateral for the Secured Party. Upon notice by the Secured
     Party to the Pledgor of the appointment of a Custodian, the Pledgor's
     obligations to make any Transfer will be discharged by making the Transfer
     to that Custodian. The holding of Posted Collateral by a Custodian will be
     deemed to be the holding of that Posted Collateral by the Secured Party for
     which the Custodian is acting.

     (ii) FAILURE TO SATISFY CONDITIONS.  If the Secured Party or its Custodian
     fails to satisfy any conditions for holding Posted Collateral, then upon a
     demand made by the Pledgor, the Secured Party will, not later than five
     Local Business Days after the demand, Transfer or cause its Custodian to
     Transfer all Posted Collateral held by it to a Custodian that satisfies
     those conditions or to the Secured Party if it satisfies those conditions.

     (iii)  LIABILITY.  The Secured Party will be liable for the acts or
     omissions of its Custodian to the same extent that the Secured Party would
     be liable hereunder for its own acts or omissions.

(c)  USE OF POSTED COLLATERAL.  Unless otherwise specified in Paragraph 13 and
     without limiting the rights and obligations of the parties under Paragraphs
     3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party
     or an Affected Party with respect to a Specified Condition and no Early
     Termination Date has occurred or been designated as
<PAGE>

     the result of an Event of Default or Specified Condition with respect to
     the Secured Party, then the Secured Party will, notwithstanding Section 9-
     207 of the New York Uniform Commercial Code. have the right to:

     sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise
     dispose of, or otherwise use in its business any Posted Collateral it
     holds, free from any claim or right of any nature whatsoever of the
     Pledgor, including any equity or right of redemption by the Pledgor;
     and register any Postal Collateral in the name of the Secured Party, its
     Custodian or a nominee for either.

     For purposes of the obligation to Transfer Eligible Credit Support or
     Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or
     remedies authorized under this Agreement, the Secured Party will be deemed
     to continue to hold all Posted Collateral and to receive Distributions made
     thereon, regardless of whether the Secured Party has exercised any rights
     with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d)  DISTRIBUTIONS AND INTEREST AMOUNT.

     (i)  Distributions.  Subject to Paragraph 4(a), if the Secured Party
     receives or is deemed to receive Distributions on a Local Business Day, it
     will Transfer to the Pledgor not later than the following Local Business
     Day any Distributions it receives or is deemed to receive to the extent
     that a Delivery Amount would not be created or increased by that Transfer,
     as calculated by the Valuation Agent (and the date of calculation will be
     deemed to be a Valuation Date for this purpose).

     (ii) Interest Amount.  Unless otherwise specified in Paragraph 13 and
     subject to Paragraph 4(a), in lieu of any interest, dividends or other
     amounts paid or deemed to have been paid with respect to Posted Collateral
     in the form of Cash (all of which may be retained by the Secured Party),
     the Secured Party will Transfer to the Pledgor at the times specified in
     Paragraph 13 the Interest Amount to the extent that a Delivery Amount would
     not be created or increased by that Transfer, as calculated by the
     Valuation Agent (and the date of calculation will be deemed to be a
     Valuation Date for this purpose). The Interest Amount or portion thereof
     not Transferred pursuant to this Paragraph will constitute Posted
     Collateral in the form of Cash and will be subject to the security interest
     granted under Paragraph 2.

PARAGRAPH 7.  EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

     (i)  that party fails (or fails to cause its Custodian) to make, when due,
     any Transfer of Eligible Collateral, Posted Collateral or the Interest
     Amount, as
<PAGE>

     applicable, required to be made by it and that failure continues for two
     Local Business Days after notice of that fail are is given to that party;

     (ii)  that party fails to comply with any restriction or prohibition
     specified in this Annex with respect to any of the rights specified in
     Paragraph 6(c) and that failure continues for five Local Business Days
     after notice of that failure is given to that party; or

     (iii) that party fails to comply with or perform any agreement or
     obligation other than those specified in Paragraphs 7(i) and 7(ii) and that
     failure continues for 30-days after notice of that failure is given to that
     party.

PARAGRAPH 8.  CERTAIN RIGHTS AND REMEDIES
-----------------------------------------

(a)  SECURED PARTY'S RIGHTS AND REMEDIES.  If at any time (1) an Event of
     Default or Specified Condition with respect to the Pledgor has occurred and
     is continuing or (2) an Early Termination Date has occurred or been
     designated as the result of an Event of Default or Specified Condition with
     respect to the Pledgor, then, unless the Pledgor has paid in full all of
     its Obligations that are then due, the Secured Party may exercise one or
     more of the following rights and remedies:

     (i) all rights and remedies available to a secured party under applicable
     law with respect to Posted Collateral held by the Secured Party;

     (ii) any other rights and remedies available to the Secured Party under the
     terms of Other Posted Support, if any;

     (iii)  the right to Set-off any amounts payable by the Pledgor with respect
     to any Obligations against any Posted Collateral or the Cash equivalent of
     any Posted Collateral held by the Secured Party (or any obligation of the
     Secured Party to Transfer that Posted Collateral); and

     (iv) the right to liquidate any Posted Collateral held by the Secured Party
     through one or more public or private sales or other dispositions with such
     notice, if any, as may be required under applicable law, free from any
     claim or right of any nature whatsoever of the Pledgor, including any
     equity or right of redemption by the Pledgor (with the Secured Party having
     the right to purchase any or all of the Posted Collateral to be sold) and
     to apply the proceeds (or the Cash equivalent thereof) from the liquidation
     of the Posted Collateral to any amounts payable by the Pledgor with respect
     to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral
<PAGE>

by the Secured Party, except any notice that is required under applicable law
and cannot be waived.

(b)  PLEDGOR'S RIGHTS AND REMEDIES.  If at any time an Early Termination Date
     has occurred or been designated as the result of an Event of Default or
     Specified Condition with respect to the Secured Party, then (except in the
     case of an Early Termination Date relating to less than all Transactions
     (or Swap Transactions) where the Secured Party has paid in full all of its
     obligations that are then due under Section 6(e) of this Agreement):

     (i) the Pledgor may exercise all rights and remedies available to a pledgor
     under applicable law with respect to Posted Collateral held by the Secured
     Party;

     (ii) the Pledgor may exercise any other rights and remedies available to
     the Pledgor under the terms of Other Posted Support, if any;the Secured
     Party will be obligated immediately to Transfer all Posted Collateral and
     the Interest Amount to the Pledgor; and

     to the extent that posted Collateral or the Interest Amount is not so
     Transferred pursuant to (iii) above, the Pledgor may:

(A)  Set-off any amounts payable by the Pledgor with respect to any Obligations
     against any Posted Collateral or the Cash equivalent of any Posted
     Collateral held by the Secured Party (or any obligation of the Secured
     Party to Transfer that Posted Collateral); and

(B)  to the extent that the Pledgor does not Set-off under (iv)(A) above,
     withhold payment of any remaining amounts payable by the Pledgor with
     respect to any Obligations, up to the Value of any remaining Posted
     Collateral held by the Secured Party, until that Posted Collateral is
     Transferred to the Pledgor.

(c)  DEFICIENCIES AND EXCESS PROCEEDS.  The Secured Party will Transfer to the
     Pledgor any proceeds and Posted Credit Support remaining after liquidation,
     Set-off and/or application under Paragraphs 8(a) and 8(b) after
     satisfaction in full of all amounts payable by the Pledgor with respect to
     any Obligations; the Pledgor in all events will remain liable for any
     amounts remaining unpaid after any liquidation, Set-off and/or application
     under Paragraphs 8(a) and 8(b).

(d)  FINAL RETURNS.  When no amounts are or thereafter may become payable by the
     Pledgor with respect to any Obligations (except for any potential liability
     under Section 2(d) of this Agreement), the Secured Party will Transfer to
     the Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9.  REPRESENTATIONS

     Each party represents to the other party (which representations will be
     deemed to be
<PAGE>

repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

(i)  it has the power to grant a security interest in and lien on any Eligible
Collateral it Transfers as the Pledgor and has taken all necessary actions to
authorize the granting of that security interest and lien;

(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible
Collateral it Transfers to the Secured Party hereunder, free and clear of any
security interest, lien, encumbrance or other restrictions other than the
security interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral to the Secured Party under
the terms of this Annex, the Secured Party will have a valid and perfected first
priority security interest therein (assuming that any central clearing
corporation or any third-party financial intermediary or other entity not within
the control of the Pledgor involved in the Transfer of that Eligible Collateral
gives the notices and takes the action required of it under applicable law for
perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will not result
in the creation of any security interest, lien or other encumbrance on any
Posted Collateral other than the security interest and lien granted under
Paragraph 2.

PARAGRAPH 10.  EXPENSES

(a)  GENERAL.  Except as otherwise provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b)  POSTED CREDIT SUPPORT.  The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c)  LIQUIDATION/APPLICATION OF POSTED CREDIT SUPPORT.  All reasonable costs and
expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

PARAGRAPH 11.  MISCELLANEOUS

(a)  DEFAULT INTEREST.  A Secured Party that fails to make, when due, any
Transfer of
<PAGE>

Posted Collateral or the Interest Amount will be obligated to pay the Pledgor
(to the extent permitted under applicable law) an amount equal to interest at
the Default Rate multiplied by the Value of the items of property that were
required to be Transferred, from (and including) the date that Posted Collateral
or Interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted Collateral or Interest Amount. This interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.

(b)  FURTHER ASSURANCES.  Promptly following a demand made by a party, the other
party will execute, deliver, file and record any financing statement, specific
assignment or other document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.

(c)  FURTHER PROTECTION.  The Pledgor will promptly give notice to the Secured
Party of, and defend against any suit, action, proceeding or lien that involves
Posted Credit Support Transferred by the Pledgor or that could adversely affect
the interest and then granted by it under Paragraph 2, unless that suit, action,
proceeding or lien results from the exercise of the Secured Party's rights under
Paragraph 6(c).

(d)  GOOD FAITH AND COMMERCIALLY REASONABLE MANNER.  Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and detentions by either party, will be made in good faith and in a
commercially reasonable manner.

(e)  DEMANDS AND NOTICE.  All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)  SPECIFICATIONS OF CERTAIN MATTERS.  Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

PARAGRAPH 12.  DEFINITIONS

As used in this Annex:-

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.
<PAGE>

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c).  Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

"ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible Support.

"EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of
this Agreement as if all Transactions (or Swap Transactions) were being
terminated as of the relevant Valuation Time; provided that Market Quotation
will be determined by the Valuation Agent using its estimates at mid-market of
the amounts that would be paid for Replacement Transactions (as the term is
defined in the definitions of "Market Quotation").

  "INDEPENDENT AMOUNT" means, with respect to a party, the amount specified as
such for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate sum
of the amounts of interest calculated for each day in that Interest Period on
the principal amount of Posted Collateral in the form of Cash held by the
Secured Party on that day, determined by the Secured Party for each such day as
follows:

     (x) the amount of that Cash on that day; multiplied by

     (y) the Interest Rate in effect for that day; divided by

     (z) 360.

"INTEREST PERIOD" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was
<PAGE>

Transferred to or received by the Secured Party) to (but excluding) the Local
Business Day on which the current Interest Amount is to be Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

"Local Business Day", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

"MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"NOTIFICATION  TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

"OTHER ELIGIBLE SUPPORT" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR" means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"POSTED COLLATERAL" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION DATE" means the Valuation Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.
<PAGE>

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

"SECURED PARTY" means either party, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.

"SPECIFIED CONDITION" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"TRANSFER" means with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount and in accordance with the instructions of the
Secured Party, Pledgor or Custodian as applicable:

     (i) in the case of Cash, payment or delivery by wire transfer into one or
     more bank accounts specified by the recipient;

     (ii) in the case of certificated securities that cannot be paid or
     delivered by book-entry payment or delivery in appropriate physical form to
     the recipient or its account accompanied by any duly executed instruments
     of transfer, assignments in blank, transfer tax stamps and any other
     documents necessary to constitute a legally valid transfer to the
     recipient;

     (iii)  in the case of securities that can be paid or delivered by book-
     entry, the giving of written instructions to the relevant depository
     institution or other entity specified by the recipient, together with a
     written copy thereof to the recipient, sufficient if complied with to
     result in a legally effective transfer of the relevant interest to the
     recipient; and

     (iv) in the case of Other Eligible Support or Other Posted Support as
     specified in Paragraph 13.

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE"  means each date specified in or otherwise determined pursuant
to paragraph 13.
<PAGE>

"VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE" means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

     (i) Eligible Collateral or Posted Collateral that is:

         (A) Cash, the amount thereof; and

         (B) a security, the bid price obtained by the Valuation Agent
         multiplied by the applicable Valuation Percentage, if any;

     (ii) Posted Collateral that consists of items that are not specified as
          Eligible Collateral, zero; and

     (iii) Other Eligible Support and Other Posted Support, as specified in
     Paragraph 13.
<PAGE>

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the
                               Master Agreement

                         dated as of January 27, 1994

                                    between

     Morgan Guaranty Trust            and          Millipore Corporation
      Company of New York                           (the "Counterparty")
                  ("Morgan")



PARAGRAPH 13.  ELECTIONS AND VARIABLES

(a)  Security Interest for "Obligations".  The term "Obligations" as used in
     -----------------------------------
     this Annex includes no additional obligations with respect to Morgan and
     the Counterparty.

(b)  Credit Support Obligations.
     --------------------------

     (i)  Delivery Amount, Return Amount and Credit Support Amount.
          --------------------------------------------------------

          (A)  "Delivery Amount" will have the meaning specified in Paragraph
               3(a).

          (B)  "Return Amount" will have the meaning specified in Paragraph
               3(b).

          (C)  "Credit Support Amount" will have the meaning specified in
               Paragraph 3(b).

     (ii)  Eligible Collateral.  The following items will qualify as "Eligible
           -------------------
     Collateral":

<TABLE>
<CAPTION>
                                                                     "Valuation
                                                   Counterparty      Percentage"
                                                   ------------      ----------
<S>                                               <C>               <C>
          (A)  Cash                                      X            [100]%

          (B)  negotiable debt obligations issued
               by the U.S. Treasury Department
               having an original maturity at
               issuance of not more than one year
               ("Treasury Bills")                        X             [98]%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                     "Valuation
                                                   Counterparty      Percentage"
                                                   ------------      ----------
<S>                                               <C>               <C>
          (C)  negotiable debt obligations issued
               by the U.S. Treasury Department
               having an original maturity at
               issuance of more than one year but
               not more than ten years ("Treasury
               Notes")                                   X             [95]%

          (D)  negotiable debt obligations issued
               by the U.S. Treasury Department
               having an original maturity at
               issuance of more than ten years
               ("Treasury Bonds")                        X             [95]%


          (E)  Other: Agency Securities having an
               original maturity at issuance of
               not more than ten years.                  X             [98]%

               Agency Securities having an
               original maturity at issuance of
               more than ten years.                      X             [95]%
</TABLE>

 As used herein, "Agency Securities" means negotiable debt obligations which are
 fully guaranteed as to both principal and interest by the Federal National
 Mortgage Association, the Government National Mortgage Corporation or the
 Federal Home Loan Mortgage Corporation, but excluding (i) interest only and
 principal only securities and (ii) Collateralized Mortgage Obligations, Real
 Estate Mortgage Investment Conduits and similar derivative securities.


(iii)  Other Eligible Support.  There shall be no "Other Eligible Support" for
       -----------------------
       either party for purposes of this Annex.

       (iv)   Thresholds.
              ----------

       (A)  "Independent Amount" shall not apply for purposes of this Annex.

       (B)  "Threshold" means the amounts determined on the basis of the lower
            of the Long Term Debt Ratings set forth in the following table,
            provided, however, that if (i) the Counterparty has no Long Term
            --------  -------
            Debt Rating, or (ii) an Event of Default has occurred and is
            continuing with respect to the Counterparty, the Threshold shall be
            U.S.$0:
<PAGE>

<TABLE>
<CAPTION>
           LONG TERM DEBT RATING    THRESHOLD
           (S&P/Moody's)           Counterparty
           ---------------------   ------------
<S>                               <C>

               A-/A3 and above    infinity

               BBB+/Baal          US$15,000,000

               BBB/Baa2           US$10,000,000

               BBB-/Baa3          US$5,000,000

               Below BBB-/Baa3    zero
</TABLE>

     As used herein:

              "Long Term Debt Rating" means, with respect to the Counterparty,
           the rating assigned by either S&P or Moody's to the long term,
           unsecured and unsubordinated indebtedness of the Counterparty, or, if
           applicable, the Credit Support Provider of the Counterparty.

              "S&P" means Standard & Poor's Ratings Group.
              "Moody's" means Moody's Investors Service, Inc.

           (C) "Minimum Transfer Amount" means U.S.$100,000, provided, however,
               that if an Event of Default has occurred and is continuing with
               respect to the Counterparty, the Minimum Transfer Amount shall be
               U.S.$0.

(D) Rounding.  The Delivery Amount and the Return Amount will be rounded up and
 down respectively to -the nearest integral multiple of U.S.$10,000.

(c)   Valuation and Timing.
      ---------------------

      (i)  "Valuation Agent" means Morgan.

      (ii) "Valuation Date" means any Local Business Day.

      (iii)  "Valuation Time" means the close of business in the city of the
      Valuation Agent on the Valuation Date or date of calculation, as
      applicable;

      provided that the calculations of Value and Exposure will be made as of
      --------
      approximately the same time on the same date.
<PAGE>

      (iv) "Notification Time" means by 1:00 p.m., New York time, on a Local
            Business Day.


(d)   Conditions Precedent.  With respect to Morgan, an Illegality (if Morgan is
      ----------
      the Affected Party with respect to such Termination Event) will be a
      "Specified Condition".  With respect to the Counterparty, an Illegality
      and any Additional Termination Event (if the Counterparty is the Affected
      Party with respect to such Termination Events) will be a "Specified
      Condition".

(e)   Substitution.
      ------------

      (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

      (ii)  Consent.  Inapplicable.
            -------

(f)   Dispute Resolution.
      ------------------

      (i) "Resolution Time" means 1:00 p.m., New York time, on the Local
      Business Day following the date on which notice is given that gives rise
      to a dispute under Paragraph 5.

      (ii) Value.  For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
           -----
      Posted Credit Support other than Cash will be calculated as follows:

               (A) with respect to any Treasury Bills, Treasury Notes, Treasury
            Bonds or Agency Securities (referred to herein as "Government
            Obligations"), the sum of (I) (x) the mean of the high bid and low
            asked prices quoted on such date by any principal market maker for
            such Government Obligations chosen by the Disputing Party, or (y) if
            no quotations are available from a principal market maker for such
            date, the mean of such high bid and low asked prices as of the day,
            next preceding such date, on which such quotations were available,
            plus (II) the accrued interest on such Government Obligations
            (except to the extent Transferred pursuant to any applicable
            provision of this Agreement or included in the applicable price
            referred to in (I) of this clause (A)) as of such date

      (iii)  The provisions of Paragraph 5 will apply.

(g)   Holding and Using Posted Collateral.
      -----------------------------------

     (i) Eligibility to Hold Posted Collateral; Custodians.  Morgan will be
         -------------------------------------------------
     entitled to hold Posted Collateral itself or through a Custodian pursuant
     to Paragraph 6(b), provided that the following conditions applicable to it
                        --------
     are satisfied:
<PAGE>

            (1)  Morgan is not a Defaulting Party

            (2) The Custodian is a Bank (as defined in the Federal Deposit
                insurance Act) whose rating with respect to its long term
                unsecured,
                unsubordinated indebtedness is at least BBB+ by S&P or Baal by
                Moody's.

     (ii)  Use of Posted Collateral.  The provisions of Paragraph 6(C) will not
     apply to Morgan or the Counterparty.

(h)  Distributions and Interest Amount.
     ---------------------------------

     (i)  Interest Rate.  The "Interest Rate" will be 0% unless the parties
          -------------
          shall otherwise agree.

     (ii) Transfer of Interest Amount.  The provisions of Paragraph 6(d)(ii)
          ----------------------------
          will not apply.

(i)  Additional Representations.
     ---------------------------

     None.

(j)  Other Eligible Support and Other Posted Support.
     ------------------------------------------------

     (i)  "Value" shall have no meaning with respect to Other Eligible Support
     and Other Posted Support.

     (ii) "Transfer" shall have no meaning with respect to Other Eligible
     Support and Other Posted Support.

 (k)   Demands and Notices.
       -------------------

 All demands, specifications and notices made by a party to this Annex will be
 made pursuant to the Notices Section of this Agreement, unless otherwise
 specified here:

        With respect to Morgan.

        Morgan Guaranty Trust Company of New York Collateral Operations
        Department 36th Floor
        60 Wall Street
        New York, N.Y. 10260-0060
        Attention:  Susan Mcgillion
        Telephone:  (212) 648 4603

(l)     Other Provisions.
        -----------------
<PAGE>

        (i) Modification to Paragraph 1: The following subparagraph (b) is
            ----------------------------
        substituted for subparagraph (b) of the Annex:

     "(b) Secured Party and Pledgor.  All references in this Annex to the
          -------------------------
"Secured Party" will be to Morgan and all corresponding references to the
"Pledgor" will be to the Counterparty; provided, however, that if Other Posted
                                       --------  -------
Support is held by a party to this Annex, all references herein to that party as
the Secured Party with respect to that Other Posted Support will be to that
party as the beneficiary thereof and will not subject that support or that party
as beneficiary thereof to provisions of law generally relating to security
interests and secured parties."

(ii) Modification to Paragraph 2: The following Paragraph 2 is substituted for
     ----------------------------
     Paragraph 2 of this Annex:

   "PARAGRAPH 2.  SECURITY INTEREST.  The Pledgor hereby pledges to the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party."

(iii)  Modification to Paragraph 9: The following first clause of Paragraph 9 is
       ----------------------------
substituted for the first clause of this Annex:

   "PARAGRAPH 9. REPRESENTATIONS.  The Pledgor represents to the Secured Party
(which representations will be deemed to be repeated as of each date on which it
Transfers Eligible Collateral) that:"

(iv) Modifications to Paragraph 12:  The following definitions of "Pledgor" and
     ------------------------------
     "Secured Party" are substituted for the definitions of those terms
     contained in Paragraph 12 of this Annex:

   "PLEDGOR" means the  Counterparty, when that party (i) receives a demand for
or is required to Transfer Eligible Credit Support under Paragraph 3 (a) or (ii)
has Transferred Eligible Credit Support under Paragraph 3(a).

   "SECURED PARTY" means Morgan, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.
<PAGE>

Please confirm your agreement to the terms of the foregoing Paragraph 13 by
signing below.

                            MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                            By: /s/ Don Thompson
                                ------------------------------------------------
                            Name:  Don Thompson
                            Title:  Vice President and Assistant General Counsel



                            MILLIPORE CORPORATION


                            By: /s/ Francis J. Lunger
                                ------------------------------------------------
                            Name:  Francis J. Lunger
                            Title:  Vice President & CFO

<PAGE>

                                SCHEDULE TO THE
                               MASTER AGREEMENT
                         DATED AS OF JANUARY 27, 1994
                                    between


    MORGAN GUARANTY TRUST             AND            MILLIPORE CORPORATION
     COMPANY OF NEW YORK                              (THE "COUNTERPARTY")
         ("MORGAN")


                                    PART 1

                            Termination Provisions
                            ----------------------


In this Agreement:-

(1)  "Specified Entity" means:

          (a) in relation to Morgan, any Affiliate of Morgan for purposes of
          Section 5 (a)(v) and shall not apply for purposes of any other
          provision; and

          (b) in relation to the Counterparty, any Affiliate of the Counterparty
          for purposes of Sections 5(a)(v), (vi) and (vii) and shall not apply
          for purposes of any other provision.

(2)  "Specified Transaction, "will have the meaning specified in Section 14.

(3)  The "Cross Default" provisions of Section 5(a)(vi) will apply to Morgan,
     the Counterparty and any applicable Specified Entity, for such purpose:

          (a) "Specified Indebtedness" will have the meaning specified in
          Section 14;

          (b)    "Threshold Amount"  means, with respect to the Counterparty an
          amount equal to 3% of the Counterparty's issued share capital and
          retained earnings (as specified from time to  time in its most
          recently published audited annual accounts); and

          (c) Section 5 (a) (vi) will be deemed to be amended to include the
          following Clause "(3)":
<PAGE>

entity to terminate its commitment under any agreement to lend or advance or
make available funds to a party (or any applicable Specified Entity) in respect
of an aggregate amount in excess of the Threshold Amount."

(4)  "Termination Currency" means United States Dollars.

(5)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to Morgan. The Credit Event Upon Merger provisions of Section
     5(b)(iv) will apply to the Counterparty and any applicable Specified Entity
     of the Counterparty.

(6)  The "Automatic Early Termination", provisions of Section 6(a) will not
     apply to Morgan or the Counterparty.

(7)  For purposes of computing amounts payable on early termination:

     (a)  Market Quotation will apply to this Agreement; and

     (b)  The Second Method will apply to this Agreement.


                                    PART 2
                                    ------
                              Tax Representations
                              -------------------

Representations of Morgan
-------------------------

(1)  Payer Tax Representation.  For the purpose of Section 3(e), Morgan hereby
     ------------------------
     makes the following representation:

     (i) It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e)) to be made by it to the Counterparty under this
         Agreement.  In making this representation, it may rely on:

         (a) the accuracy of any representations made by the Counterparty
             pursuant to Section 3(f);

         (b) the satisfaction of the agreement of the Counterparty contained in
             section 4 (a) (i) or 4(a) (iii) and the accuracy and effectiveness
             of any document provided by the Counterparty pursuant to Section
             4(a)(i) or 4(a)(iii); and
<PAGE>

         (c) the satisfaction of the agreement of the Counterparty contained in
             Section 4(d), provided that it shall not be a breach of this
             representation where reliance is placed on clause (b) and the
             Counterparty does not deliver a form or document under Section
             4(a)(iii) by reason of material prejudice to its legal or
             commercial position.

     (ii) It (A) is entering into such Swap Transaction in the ordinary course
          of its trade as, and is, either (x) a recognized U.K. bank or (y) a
          recognized U.K. swaps dealer (in either case (x) or (y)), for purposes
          of the United Kingdom Inland Revenue Extra Statutory Concession on
          interest and currency swaps dated March 14, 1989), and (B) will bring
          into account payments made and received in respect of such Swap
          Transaction in computing its income for United Kingdom tax purpose.

(2)  Payee Tax Representations.  For the purpose of Section 3(f), Morgan makes
     -------------------------
     the representations specified below:

     (i)  It (A) is entering into such Swap Transaction in the ordinary course
          of its trade as, and is, either (x) a recognized U.K. bank or (y) a
          recognized U.K. swaps dealer (in either case (x) or (y)), for purposes
          of the United Kingdom Inland Revenue Extra Statutory Concession on
          interest and currency swaps dated March 14, 1989), and (B)  will bring
          into account payments made and received in respect of such Swap
          Transaction in computing its income for United Kingdom tax purpose.

      (ii) It is a banking corporation organized under the laws of the State of
           New York and is not a foreign corporation within the meaning of
           Section 7701(a)(5) of the United States Internal Revenue Code.


Representations of the Counterparty
-----------------------------------

(1) Payer Tax representation.  For the purpose of Section 3(e), the Counterparty
    ------------------------
    hereby makes the following representation:

    It is not required by any applicable law, as modified by the practice of any
    relevant governmental revenue authority, of any Relevant Jurisdiction to
    make any deduction or withholding for or on account of any Tax from any
    payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be
    made by it to Morgan under this Agreement.  In making this representation,
    it may rely on:
<PAGE>

           (a) the accuracy of any representation made by Morgan pursuant to
               Section 3(f);

           (b) the satisfaction of the agreement of Morgan contained in Section
               4 (a) (i) or 4(a)(iii) and the accuracy and effectiveness of any
               document provided by Morgan pursuant to Section 4 (a) (i) or 4
               (a) (iii); and

             (c)   the satisfaction of the agreement of Morgan contained in
                   Section 4(d),

       provided that it shall not be a breach of this representation where
       reliance is placed on clause (b) and Morgan does not deliver a form or
       document under Section 4(a)(iii) by reason of material prejudice to its
       legal or commercial position.

 (2) Payee Tax Representations.  For the purpose of Section 3(f), the
     -------------------------
 Counterparty makes the representation specified below:

       (i)  It is a corporation organized under the laws of the State of
            Massachusetts.


                                    Part 3

Agreement to Deliver Documents

 For the purpose of Sections 4 (a) (i) and (ii), each party agrees to deliver
 the following documents, as applicable:

 (1) Morgan will, on demand, deliver a certificate (or, if available, the
     current authorized signature book of Morgan) specifying the names, title
     and specimen signatures of the persons authorized to execute this Agreement
     and each Confirmation on its behalf.

 (2) The Counterparty will, on demand, deliver a certificate (or, if available,
     the current authorized signature book of the Counterparty) specifying the
     names, title and specimen signatures of the persons authorized to execute
     this Agreement and each Confirmation on its behalf.

 Each of the foregoing documents is covered by the representation contained in
 Section 3(d) of this Agreement.
<PAGE>

                                    PART 4

                                 Miscellaneous
                                 -------------


 (1) Governing Law.   This Agreement will be governed by and construed in
     -------------
 accordance with the laws of the State of New York without reference to choice
 of law doctrine.

 (2) Notices.
     -------

     (a) In connection with Section 12(a), all notices to Morgan shall, with
         respect to any particular Transaction, be sent to the address, telex
         number or facsimile number specified in the relevant Confirmation and
         any notice for purposes of Sections 5 or 6 of the Agreement shall be
         sent to the address or telex number specified below:

         Morgan Guaranty Trust Company of New York
         60 Wall Street
         New York, New York 10260
         Attention:  Global Swaps
         Facsimile No.:  (212) 648-5922

     (b) In connection with Section 12 (a), all notices to the Counterparty
         shall, with respect to any particular Transaction, be sent to the
         address, telex number or facsimile number specified in the relevant
         Confirmation and any notice for purposes of Sections 5 or 6 of the
         Agreement shall be sent to the address or telex number specified below:

         Millipore Corporation
         80 Ashby Road
         Bedford, Massachusetts
         Attention: Treasurer
         Facsimile No.: (781) 275-1071
         Telephone No.: (781) 275-9200


 (3)  Netting of Payments.  Subparagraph (ii) of Section 2(c) will not apply for
      -------------------
      the purpose of Section 2(c) with respect to all Transactions under this
      Agreement with effect from the date of this Agreement.

 (4)  Offices:  Multibranch Party.  For purposes of Section 10:
      ---------------------------
<PAGE>

      (a)  Section 10(a) shall apply to Morgan; and

      (b)  For the purpose of section 10(c):

           (i)  Morgan is a Multibranch Party and may act through its London and
                New York offices.

           (ii) The Counterparty is not a Multibranch Party.

 (5)  Credit Support Documents.  The Security Agreement between the Counterparty
      ------------------------
      and Morgan dated as of the date hereof, substantially in the form attached
      hereto as Exhibit B, shall be a Credit Support Document with respect to
      the Counterparty for all purposes hereof.

Part 5
------

                               Other Provisions
                               ----------------


 (1) ISDA Definitions.  Reference is hereby made to the 1991 ISDA Definitions
     ----------------
     (the "1991 Definitions") and the 1992 ISDA FX and Currency Option
     Definitions (the "FX Definitions"), each as published by the International
     Swap Dealers Association, Inc., which are hereby incorporated by reference
     herein. Any terms used and not otherwise defined herein which are contained
     in the 1991 Definitions or the FX Definitions shall have the meaning set
     forth therein.

 (2) Scope of Agreement.  Notwithstanding anything contained in the Agreement to
     ------------------
     the contrary, if the parties enter into any Specified Transaction, such
     Specified Transaction shall be subject to, governed by and construed in
     accordance with the terms of this Agreement unless the Confirmation
     relating thereto shall specifically state to the contrary. Each such
     Specified Transaction shall be a Transaction for the purposes of this
     Agreement.

 (3) Inconsistency.  In the event of any inconsistency between any of the
     -------------
     following documents, the relevant document first listed below shall govern:
     (i) a Confirmation; (ii) the Schedule; (iii) the 1991 Definitions or the FX
     Definitions; and (iv) the printed form of ISDA Master Agreement.

 (4) Right of Setoff.  Without affecting the provisions of this Agreement
     ---------------
     requiring the calculation of certain net payment amounts, all payments
     under this Agreement shall be made without setoff or counterclaim and will
     not be subject to any conditions except as provided in Section 2 of this
     Agreement and except as provided in the following clauses (i) and (ii):
<PAGE>

     (i)  if there is a Defaulting Party, the Non-Defaulting Party will have the
          right to setoff, counterclaim or withhold payment in respect of any
          default by the Defaulting Party under this Agreement or any other
          agreement, whether matured or unmatured, between the parties,
          regardless in each case of the office or branch through which a party
          is acting, and the Non-Defaulting Party's obligations hereunder to the
          Defaulting Party shall be deemed to be satisfied and discharged to the
          extent of such setoff, counterclaim or withholding; and

     (ii) any obligation of a Non-Defaulting Party to make a payment to a
          Defaulting Party hereunder shall in any event be conditioned upon and
          subject to the condition precedent that and shall arise only upon the
          date that all indebtedness and obligations, whether matured or
          unmatured, of the Defaulting Party to the Non-Defaulting Party shall
          have been paid in full.

 (5) Calculation Agent.  The Calculation Agent will be Morgan.
     -----------------

 (6) Waiver of Jury Trial.  Each party waives, to the fullest extent permitted
     --------------------
 by applicable law, any right it may have to a trial by jury in respect of any
 suit, action or proceeding relating to this Agreement or any Credit Support
 Document.  Each party (i) certifies that no representative, agent or attorney
 of the other party or any Credit Support Provider has represented, expressly or
 otherwise, that such other party would not, in the event of such a suit, action
 or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that
 it and the other party have been induced to enter into this Agreement and
 provide for any Credit support Document, as applicable, by, among other things,
 the mutual waivers and certifications in this Section.

 (7) Severability.  In the event any one or more of the provisions contained in
     ------------
 this Agreement should be held invalid, illegal, or unenforceable in any
 respect, the validity, legality and enforceability of the remaining provisions
 contained herein shall not in any way be affected or impaired thereby.  The
 parties shall endeavour, in good faith negotiations, to replace the invalid,
 illegal or unenforceable provisions with valid provisions the economic effect
 of which comes as close as possible to that of the invalid, illegal or
 unenforceable provisions.
<PAGE>

     Please confirm your agreement to the terms of the foregoing Schedule by
signing below.

                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                              By: /s/ Michael Y. Leder
                                  --------------------
                                  Name:  Michael Y. Leder
                                  Title: Vice President



                              MILLIPORE CORPORATION


                              By: /s/ Geoffrey Nunes
                                  ---------------------
                                  Name:  Geoffrey Nunes
                                  Title: Senior Vice President and
                                          General Counsel
<PAGE>

Millipore Corporation
80 Ashby Road
Bedford, Massachusetts
Attention:  Treasurer

                                   AMENDMENT
                           TO ISDA MASTER AGREEMENT

Dear Ladies/Gentlemen:

     Reference is made to the ISDA Master Agreement between Morgan Guaranty
Trust Company of New York ("Morgan") and Millipore Corporation (the
"Counterparty") dated as of January 27, 1994 (the "Agreement").

     The parties hereby agree to amend the Agreement as follows:

     1.    CREDIT SUPPORT DOCUMENT.  Part 4, paragraph (5) of the Schedule to
           -----------------------
           the Agreement is modified to read in its entirety as follows:

     "(5)  CREDIT SUPPORT DOCUMENT.  The ISDA Credit Support Annex and
           supplemental "Paragraph 13 Elections & Variables" dated as of January
           27, 1994 in the form appended hereto will constitute a "Credit
           Support Document" for all purposes of this Agreement with respect to
           all of the obligations of each party hereunder, respectively."

     2.    AGREEMENT TO DELIVER DOCUMENTS.  Part 3 of the Schedule to the
           ------------------------------
           Agreement is modified by adding the following new paragraph "(3)":

     "(3)  Both Morgan and the Counterparty will deliver the fully-executed
           Credit Support Document identified in Part 4, paragraph (5) of the
           Schedule to this Agreement, together with a certificate (or, if
           available, its current authorized signature book) bearing the
           name(s), title(s) and specimen signature(s) of the person(s)
           authorized to execute such Credit Support Document on behalf of the
           party."

            This Amendment shall be governed by, and construed in accordance
  with the law specified as the Governing Law in the Schedule to the Agreement
  and will be effective as of the date of the Agreement.
<PAGE>

            In all other respects, the Agreement, as amended, shall remain in
  full force and effect.

                                    Very truly yours,

                                    MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                              By: /s/ Don Thompson
                                  ---------------------------------------
                              Name:  Don Thompson
                              Title: Vice President and
                                      Assistant General Counsel


      Confirmed and agreed to as of
      The date first above written:

      MILLIPORE CORPORATION



      By: /s/ Francis J. Lunger
          -------------------------------
      Name:  Francis J. Lunger
      Title: Vice President, Treasurer &
              Chief Financial Officer