Exhibit 10.2
AMENDMENT TO THE MILLIPORE
CORPORATION
2000 DEFERRED COMPENSATION PLAN
FOR SENIOR MANAGEMENT
(As Amended and Restated Effective
January 1, 2008)
WHEREAS Millipore Corporation (the
“Company”) maintains the Millipore Corporation 2000
Deferred Compensation Plan for Senior Management (as amended and
restated effective January 1, 2008) (the
“Plan”);
WHEREAS, pursuant to
Section 8.1 of the Plan, the Board of Directors of the Company
(the “Board”) may amend the Plan, subject to certain
exceptions not relevant hereto;
WHEREAS, the Company wishes to amend
the Plan to provide for de minis cash out of benefits under the
Plan in specified circumstances up to an annual limit, which shall
be less than the applicable dollar amount under
Section 402(g)(1)(B) of the Internal Revenue Code;
WHEREAS, the Board has considered
the proposed amendment and wishes to adopt the
amendment;
NOW, THEREFORE, the Plan is hereby
amended, effective on the date hereof, as follows:
1. The second sentence of
Section 6.4 is hereby amended, to read in its entirety as
follows:
“An installment payment
election shall not be effective as to his