MILLIPORE CORP
MILLIPORE CORP 2000 DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MILLIPORE CORP 2000 DEFERRED COMPENSATION PLAN
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                             MILLIPORE CORPORATION
                        2000 DEFERRED COMPENSATION PLAN
                             FOR SENIOR MANAGEMENT

                          Effective September 1, 2000

                                      -i-
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                               TABLE OF CONTENTS

<TABLE>
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                                                            Page
<S>                                                         <C>
ARTICLE 1.  INTRODUCTION...................................    1
     1.1.  Purpose of Plan.................................    1
     1.2.  Status of Plan..................................    1
ARTICLE 2.  DEFINITIONS....................................    1
     2.1.  "Account".......................................    1
     2.2.  "Bonus".........................................    1
     2.3.  "Code"..........................................    1
     2.4.  "Company".......................................    1
     2.5.  "Compensation"..................................    1
     2.6.  "Disability"....................................    1
     2.7.  "Effective Date"................................    1
     2.8.  "Elective Deferral".............................    2
     2.9.  "Eligible Employee".............................    2
     2.10. "ERISA".........................................    2
     2.11. "Investment Fund"...............................    2
     2.12. "Participant"...................................    2
     2.13. "Plan"..........................................    2
     2.14. "Plan Administrator"............................    2
     2.15. "Plan Year".....................................    2
ARTICLE 3.  PARTICIPATION..................................    2
     3.1.  Commencement of Participation...................    2
     3.2.  Continued Participation.........................    2
     3.3.  Termination of Participation....................    2
ARTICLE 4.  ELECTIVE DEFERRALS.............................    3
     4.1.  Bonus Deferrals.................................    3
     4.2.  Compensation Deferrals..........................    3
ARTICLE 5.  ACCOUNTS.......................................    4
     5.1.  Accounts........................................    4
     5.2.  Investment Experience...........................    4
     5.3.  Payments........................................    4
     5.4.  Vesting.........................................    4
ARTICLE 6.  PAYMENTS.......................................    4
     6.1.  Distribution Events.............................    4
     6.2.  Hardship Withdrawals............................    5
     6.3.  Other Withdrawals...............................    5
     6.4.  Beneficiary Designation.........................    5
     6.5.  Form of Payment.................................    5
ARTICLE 7.  ADMINISTRATION.................................    6
     7.1.  Plan Administrator; Interpretation..............    6
     7.2.  Claims Procedure................................    6
     7.3.  Indemnification of Plan Administrator...........    7
ARTICLE 8.  AMENDMENT AND TERMINATION......................    7
     8.1.  Amendments; Termination.........................    7
     8.2.  Existing Rights.................................    7
</TABLE>

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<TABLE>
<S>                                                            <C>
     8.3.  Assignment..........................................  7
ARTICLE 9.  MISCELLANEOUS......................................  7
     9.1.  No Funding..........................................  7
     9.2.  Nonassignability....................................  7
     9.3.  Receipt and Release.................................  8
     9.4.  Government Regulations..............................  8
     9.5.  Governing Law.......................................  8
     9.6.  Headings and Subheadings............................  8
</TABLE>

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ARTICLE 1.  INTRODUCTION
            ------------

     1.1. Purpose of Plan.  The Company has adopted the Plan set forth herein to
          ---------------
provide a means by which certain designated employees may elect to defer
designated portions of their annual Bonuses and/or their annual Compensation.

     1.2. Status of Plan.  The Plan is intended to be "a plan which is unfunded
          --------------
and is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of
ERISA, and shall be interpreted and administered to the extent possible in a
manner consistent with that intent.

ARTICLE 2.  DEFINITIONS

     Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:

     2.1. "Account" means, for each Participant, the account (including any sub-
accounts)  established for his or her benefit under the Plan, which shall
reflect the Elective Deferrals hereunder and the hypothetical investment
experience credited thereto under Section 5.2.

     2.2. "Bonus" means, for each Participant, the amount of annual bonus for a
Plan Year that is paid after the end of the Plan Year under the Millipore
Corporation Management Incentive Plan.

     2.3. "Code" means the Internal Revenue Code of 1986, as amended from time
to time.  Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.

     2.4. "Company" means Millipore Corporation and those affiliates of
Millipore Corporation set forth on Schedule A.  Where several affiliated
companies are adopting the Plan, "Company" means each such affiliated company as
to its own employees, but for purposes of Article 8 shall mean only Millipore
Corporation.

     2.5. "Compensation" means gross compensation for the Plan Year including
that which is paid to the Eligible Employee for the Plan Year and that which
would have been paid to the Eligible Employee for the Plan Year but for a
deferral election made by the Eligible Employee under the Millipore Corporation
Employees Participation and Savings Plan or under any nonqualified deferred
compensation plan of Millipore Corporation, other than a Bonus.

     2.6. "Disability" means  eligibility to receive long-term disability
benefits under the Company's long-term disability plan.

     2.7. "Effective Date" means September 1, 2000.

                                      -1-
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     2.8.  "Elective Deferral" means the portion of a Bonus which is deferred by
a Participant under Section 4.1 or portion of Compensation which is deferred by
a Participant under Section 4.2.

     2.9.  "Eligible Employee" means each individual selected by the Plan
Administrator for eligibility from among the group of highly compensated or
managerial employees of the Company.

     2.10. "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.  Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.

     2.11. "Investment Fund" means any investment fund, mutual fund or other
security, including, without limitation, the common stock of Millipore
Corporation,  that the Plan Administrator selects, from time to time, to serve
as a hypothetical investment for Elective Deferrals under the Plan.

     2.12. "Participant" means any individual who participates in the Plan in
accordance with Article 3.

     2.13. "Payment Date" means the date an Elective Deferral is to be paid to
the Participant (or in the case of his death, the Participant's designated
beneficiary) as elected in the Participant's deferral election under Article 4.

     2.14. "Plan" means the Millipore Corporation 2000 Deferred Compensation
Plan for Senior Management as set forth herein and all subsequent amendments
hereto.

     2.15. "Plan Administrator" means Millipore Corporation or the person,
persons or entity otherwise designated by Millipore Corporation to administer
the Plan.

     2.16. "Plan Year" means the calendar year.

ARTICLE 3. PARTICIPATION

     3.1.  Commencement of Participation.  Any individual who is an Eligible
           -----------------------------
Employee on or after the Effective Date and who has elected to defer part of his
or her Bonus in accordance with Section 4.1 or to defer part of his or her
annual Compensation under Section 4.2 shall become a Participant on the date
such Elective Deferral election is made.

     3.2.  Continued Participation.  Subject to Section 3.3, an individual who
           -----------------------
has become a Participant in the Plan shall continue to be a Participant so long
as any amount remains credited to his or her Account.

     3.3.  Termination of Participation.  The Plan Administrator may terminate a
           ----------------------------
Participant's participation in the Plan for any reason, including but not
limited to the Plan Administrator's determination that such termination is
necessary in order to maintain the Plan as
<PAGE>

a "plan which is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees" within the meaning of sections 201(2), 301(a)(3),
401(a)(1), and 4021(b)(6) of ERISA. Amounts credited to a Participant's Account
shall be paid out to the Participant in a single lump sum cash payment as soon
as reasonably practical following termination of participation hereunder.

ARTICLE 4.   ELECTIVE DEFERRALS

     4.1. Bonus Deferrals.
          ---------------

       (a) In general.  An Eligible Employee may elect to defer hereunder a
     designated portion (but not less than $5,000) of his or her Bonus to be
     earned with respect to a Plan Year, by filing a written election with the
     Plan Administrator prior to the first day of October of the Plan Year in
     which such Bonus is to be earned; provided, however, in the first Plan
     Year, such elections shall be filed with the Plan Administrator by October
     10, 2000.  The deferred amount shall be credited to the Participant's
     Account as of the date such Bonus would otherwise have been paid to the
     Participant.

       (b) Nature of Election.  Each election under this Section 4.1 for a Plan
     Year shall be made on a form approved or prescribed by the Plan
     Administrator and shall apply only to a Bonus paid after the date the
     election form is completed and filed with the Plan Administrator.  The
     election form shall specify in whole percentages or in a dollar figure the
     amount of Bonus to be deferred.  A Participant may revoke his or her
     deferral election as of the first (1st) day of October of any Plan Year
     which follows such revocation by giving written notice to the Plan
     Administrator before that day (or any such earlier date as the Plan
     Administrator may prescribe).  A Participant may change his or her deferral
     election at any time, but such new deferral election shall become effective
     no earlier than the first (1st) day of October of the Plan Year following
     the making of such election.  Any such deferral election shall continue to
     be effective until revoked or changed pursuant to this paragraph.

     4.2. Compensation Deferrals.
          ----------------------

       (a) In general.  An Eligible Employee may elect to defer hereunder a
     designated portion (but not less than $5,000) of his or her Compensation to
     be earned with respect to a Plan Year, by filing a written election with
     the Plan Administrator prior to the fifteenth (15th) day of December prior
     to the Plan Year in which such Compensation is to be earned.  An individual
     who first becomes an Eligible Employee on or after the first (1st) day of
     any Plan Year may elect, within thirty (30) days of becoming an Eligible
     Employee, to defer a portion of his or her Compensation to be earned during
     the remainder of the Plan Year and after the written election is filed with
     the Plan Administrator.  An Elective Deferral hereunder for a Plan Year
     shall not exceed 50% of the Participant's Compensation for the Plan Year.
     The deferred amounts shall be credited to the Participant's Account as of
     the date such Compensation would otherwise have been paid to the
     Participant under the Company's payroll system.

                                      -3-
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       (b) Nature of Election.  Each election under this Section 4.2 for a Plan
     Year (or the balance of a Plan Year) shall be made on a form approved or
     prescribed by the Plan Administrator and shall apply only to Compensation
     paid after the date the election form is completed and filed with the Plan
     Administrator.  The election form shall specify in whole percentages or in
     a dollar figure the amount of Compensation to be deferred.  A Participant
     may revoke his or her deferral election as of the first day of any Plan
     Year which follows such revocation by giving written notice to the Plan
     Administrator before that day (or any such earlier date as the Plan
     Administrator may prescribe).  A Participant may change his or her deferral
     election at any time, but such new deferral election shall become effective
     no earlier than the first day of the Plan Year following the making of such
     election.  Any such deferral election shall continue to be effective until
     revoked or changed pursuant to this paragraph.

ARTICLE 5.  ACCOUNTS

     5.1.  Accounts.  The Plan Administrator shall establish an Account for each
           --------
Participant reflecting the amounts deferred under Article 4, investment
experience as determined under Section 5.2, and any adjustments to the Account
under Section 5.3 to reflect payments.  If directed by the Company, the Plan
Administrator shall keep separate sub-accounts for each Bonus deferral and each
Plan Year's Compensation deferral.  Subject to Sections 5.2 and 9.1, the Company
shall treat the amount of Elective Deferrals for a period as invested in the
applicable Investment Funds as soon as practicable after the date as of which
such Elective Deferrals are credited to the Accounts.  The Plan Administrator
shall periodically and not less frequently than annually provide the Participant
with a statement of his or her Account, including any sub-accounts that have
been established hereunder.

     5.2.  Investment Experience.  Each Participant's Account shall reflect the
           ---------------------
investment experience that would occur if the Account were invested in one or
more of the Investment Funds in the proportions selected by the Participant as
adjusted by the Participant from time to time in the manner permitted by the
Plan Administrator.  The Company shall not be a guarantor of any specified
amount of investment return.

     5.3.  Payments.  Each Participant's Account shall be reduced by the amount
           --------
of any payment made to or on behalf of the Participant under Article 6 as of the
date such payment is made.

     5.4.  Vesting.  A Participant will at all times be 100% vested in his or
           -------
her Account.


ARTICLE 6.   PAYMENTS

     6.1.  Distribution Events.  Each Participant shall specify as part of his
           -------------------
or her deferral election under either Section 4.1(b) or Section 4.2(b) the date
on which the Elective Deferral and the applicable investment experience, shall
be distributed and the form of payment of such distributions. Distributions may
be made at Participant's retirement, termination of employment,

                                      -4-
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or Disability, or after a term of years (not less than three years) selected by
the Participant at the time of the deferral election, for hardship as defined in
Section 6.2, or for other reasons subject to the restrictions of Section 6.3. A
Participant may irrevocably elect to postpone the Payment Date to a later date
provided that such election is made at least twenty-four (24) months prior to
the original Payment Date, and provided that such election is in writing, is
filed in a manner acceptable to the Plan Administrator, and complies with such
other restrictions that are imposed generally by the Plan Administrator on such
postponements.

     6.2.  Hardship Withdrawals.  Notwithstanding the foregoing, if at any time
           --------------------
prior to the Participant's Payment Date, the Participant suffers an unexpected
financial emergency, the Participant may petition the Plan Administrator for a
withdrawal (a "hardship withdrawal") in an amount not to exceed the lesser of
the then balance of the Account or the amount needed to meet the emergency.  The
Plan Administrator may require a Participant who is seeking a hardship
withdrawal to provide satisfactory evidence of the nature and extent of the
emergency.  Hardship withdrawals shall be made solely in the discretion of the
Plan Administrator.

     6.3.  Other Withdrawals.  A Participant may withdraw from his Account any
           -----------------
amount of his or her Elective Deferrals that have been deferred for at least
thirty-six (36) months provided that he or she shall forfeit ten percent (10%)
of the amount of withdrawal and shall be disqualified from making any deferral
elections during the following Plan Year.

     6.4.  Beneficiary Designation.  A Participant shall designate a beneficiary
           -----------------------
to receive any amounts remaining in the Participant's Account after his or her
death.  Such designation shall be made in writing on a form approved or
prescribed by the Plan Administrator, and may be changed by the Participant at
any time.  If there is no such designation or no designated beneficiary survives
the Participant, payment shall be made to the Participant's estate.

     6.5.  Form of Payment.  All distributions under the Plan to a Participant
           ---------------
who retires from the Company after age fifty-five (55) and after at least 10
years of service and all distributions to be paid after a term of years will be
made in the form of a single lump sum cash payment unless the Participant
irrevocably elects, at the time of making a deferral election under Article 4,
to receive payment of his or her Account or an Elective Deferral in annual cash
installments over the period specified in such election. An installment payment
election shall not be effective as to his or her Account or an Elective Deferral
which, at the time installment payments are to commence, has a balance of
$10,000 or less. Where an Account or an Elective Deferral is payable in
installments over a period of years, each annual installment shall be determined
by dividing the balance of the Account or the Elective Deferral remaining to be
distributed by the number of remaining installments. Accounts or Elective
Deferrals paid in installments shall continue to be adjusted for investment
experience under Section 5.2 until all payments have been made. Distributions on
account of termination of employment other than retirement (as described above),
death or Disability, for hardship withdrawals under Section 6.2, and for other
withdrawals under Section 6.3, shall be paid in a lump sum cash payment only.
The form of payment for any Account or Elective Deferral may not be changed by
the Participant within twelve (12) months prior to the Payment Date applicable
to such Account or Elective Deferral.

                                      -5-
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ARTICLE 7.  ADMINISTRATION

     7.1.  Plan Administrator; Interpretation.  The Plan Administrator shall
           ----------------------------------
oversee the administration of the Plan.  The Plan Administrator shall have
complete discretionary control and authority to administer all aspects of the
Plan, including without limitation the power to appoint agents and counsel, and
to determine the rights and benefits and all claims, demands and actions arising
out of the provisions of the Plan of any Participant, beneficiary, deceased
Participant, or other person having or claiming to have any interest under the
Plan, in a manner consistent with Section 7.2.  The Plan Administrator shall
have the exclusive discretionary power to interpret the Plan and to decide all
matters under the Plan.  Such interpretation and decision shall be final,
conclusive and binding on all Participants and any person claiming under or
through any Participant, in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously.  Any individual
serving as Plan Administrator, or on a committee acting as Plan Administrator,
who is a Participant will not vote or act on any matter relating solely to
himself or herself.  When making a determination or calculation, the Plan
Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, or any other person or entity.  The Plan
Administrator shall be deemed to be the plan administrator with responsibility
for complying with any reporting and disclosure requirements of ERISA.

     7.2.  Claims Procedure.
           ----------------

       (a) In general. If any person believes he or she is being denied any
     rights or benefits under the Plan, such person may file a claim in writing
     with the Plan Administrator.  If any such claim is wholly or partially
     denied, the Plan Administrator will notify such person of its decision in
     writing.  Such notification will contain (i) specific reasons for the
     denial, (ii) specific reference to pertinent plan provisions, (iii) a
     description of any additional material or information necessary for such
     person to perfect such claim and an explanation of why such material or
     information is necessary and (iv) information as to the steps to be taken
     if the person wishes to submit a request for review.  Such notification
     will be given within 90 days after the claim is received by the Plan
     Administrator (or within 180 days, if special circumstances require an
     extension of time for processing the claim, and if written notice of such
     extension and circumstances is given to such person within the initial 90
     day period).  If such notification is not given within such period, the
     claim will be considered denied as of the last day of such period and such
     person may request a review of his or her claim.

       (b) Appeals.  Within 60 days after the date on which a person receives a
     written notice of a denied claim (or, if applicable, within 60 days after
     the date on which such denial is considered to have occurred) such person
     (or his or her duly authorized representative) may (i) file a written
     request with the Plan Administrator for a review of his or her denied claim
     and of pertinent documents and (ii) submit written issues and comments to
     the Plan Administrator. The Plan Administrator will notify such person of
     its decision in writing. Such notification will be written in a manner
     calculated to be understood by such person and will contain specific
     reasons for the decision as well as specific references to pertinent plan
     provisions. The decision on review will be made within 60 days after the
     request for review is received by the Plan Administrator (or within 120
     days, if special circumstances require an extension of time for processing
     the

                                      -6-
<PAGE>

     request, such as an election by the Plan Administrator to hold a hearing,
     and if written notice of such extension and circumstances is given to such
     person within the initial 60 day period). If the decision on review is not
     made within such period, the claim will be considered denied.

     7.3.  Indemnification of Plan Administrator.  The Company agrees to
           -------------------------------------
indemnify and to defend to the fullest extent permitted by law any director,
officer or employee of the Company or any affiliated company who serves as the
Plan Administrator or as a member of a committee appointed to serve as Plan
Administrator, or who assists the Plan Administrator in carrying out its duties
as part of his or her employment (including any such individual who formerly
served in any such capacity) against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Company) occasioned by any act or omission to act in connection
with the Plan, if such act or omission is in good faith.

ARTICLE 8.   AMENDMENT AND TERMINATION

     8.1.  Amendments; Termination.  The Company shall have the right by vote of
           -----------------------
its Board of Directors to amend the Plan from time to time and to terminate the
Plan at any time, subject to Section 8.3.

     8.2.  Existing Rights.  No amendment or termination of the Plan shall,
           ---------------
without the written consent of the affected Participant, reduce the balance of a
Participant's Account, but the Company reserves the right to change the
Investment Funds used to measure investment experience under Section 5.2 so long
as such change does not alter the amount of investment experience credited to a
Participant's Account as of the date of the change.

     8.3.  Assignment.  The rights and obligations of the Company shall inure to
           ----------
the benefit of and shall be binding upon its successors and assigns.

ARTICLE 9.  MISCELLANEOUS

     9.1.  No Funding.  The Plan constitutes a mere promise by the Company to
           ----------
make future cash benefit payments to Participants and beneficiaries, and
Participants and beneficiaries shall have the status of general unsecured
creditors of the Company.  Any Accounts established pursuant to the Plan shall
remain the property of the Company until distributed, and nothing in the Plan
will be construed to create a trust or to obligate the Company or any other
person to segregate a fund, purchase an insurance contract, or in any other way
currently to fund the future payment of any benefits hereunder, nor will
anything herein be construed to give any employee or any other person rights to
any specific assets of the Company or of any other person.  The Company may, in
its sole discretion, create a grantor trust to pay its obligations hereunder,
but shall have no obligation to do so.  In all events, it is the intent of the
Company that the Plan be treated as unfunded for tax purposes and for purposes
of Title I of ERISA.

     9.2.  Nonassignability.  None of the benefits, payments, proceeds or claims
           ----------------
of any Participant or beneficiary shall be subject to any claim of any creditor
of any Participant or beneficiary and, in particular, the same shall not be
subject to attachment or garnishment or other

                                      -7-
<PAGE>

legal process by any creditor of such Participant or beneficiary, nor shall any
Participant or beneficiary have any right to alienate, anticipate, commute,
pledge, encumber, sell, transfer or assign any of the benefits or payments or
proceeds which he may expect to receive, contingently or otherwise, under the
Plan.

     9.3.  Receipt and Release.  Any payment to any Participant or beneficiary
           -------------------
in accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against the Company and the Plan
Administrator under the Plan, and the Plan Administrator may require such
Participant or beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or beneficiary is
determined by the Plan Administrator to be incompetent by reason of physical or
mental disability (including minority) to give a valid receipt and release, the
Plan Administrator may cause the payment or payments becoming due to such person
to be made to another person for his or her benefit without responsibility on
the part of the Plan Administrator or the Company to follow the application of
such funds.

     9.4.  Government Regulations.  It is intended that the Plan will comply
           ----------------------
with all applicable laws and government regulations, and the Company shall not
be obligated to perform an obligation hereunder in any case where, in the
opinion of the Company's counsel, such performance would result in the violation
of any law or regulation.

     9.5.  Governing Law.  The Plan shall be construed, administered, and
           -------------
governed in all respects under and by the laws of the Commonwealth of
Massachusetts. If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

     9.6.  Headings and Subheadings.  Headings and subheadings in the Plan are
           ------------------------
inserted for convenience only and are not to be considered in the construction
of the provisions hereof.

     IN WITNESS WHEREOF, Millipore Corporation has caused the Plan to be
executed by its duly authorized officer this __ day of ___________, 2000.


                                        MILLIPORE CORPORATION


                                        By:________________

                                        Title:______________

                                      -8-
<PAGE>

                                   SCHEDULE A
                            Participating Companies


Millipore Corporation

                                      -9-
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</DOCUMENT>
