AMENDMENT DATED DECEMBER 31, 2008 TO EMPLOYMENT AGREEMENT

1.

Section 1 is amended by replacing the words “executive employee” with the words “chief executive officer.”

2.

Section 2(b) is amended by deleting the word “substantially” and adding the following phrase immediately after the phrase, “all of his business time and attention”:

“(other than time devoted to charitable and family business and/or investment activities which do not materially interfere with his duties hereunder)”

3.

Section 3(d) is amended by adding the following phrase at the end of the first sentence thereof:

“, which shall not be less than customarily provided to senior executive officers of the Company”

4.

Section 4(c) is amended by the addition of the following at the end of Section 4(c):

In addition, any of Executive’s restricted stock units not yet vested under the 2005 Stock Compensation Plan, as amended (the “Stock Plan”), outstanding on the date on which a Change in Control (as defined in the Stock Plan) occurs will vest on such date.

5.

Section 5 is renamed “Payments Upon Notice and Severance” and is hereby amended to read in its entirety as follows:

(i)

Any Plan Bonus or pro rata portion thereof (based on actual Company performance for the full fiscal year as certified by the Compensation Committee and taking into account any negative discretion the Compensation Committee has the right to exercise) that Executive may be entitled to receive under the Bonus Plan with respect to the year in which Executive’s separation from service takes place, less any amount Executive elected to defer under the Management Stock Purchase Plan, paid in accordance with the terms of the Bonus Plan..

(ii)

Each month for a period of 24 consecutive months, beginning with the month following the month in which Executive’s separation from service occurs, the Company shall make a payment in an amount equal to (X) the sum of (1) Base Salary at the annual rate at which Executive’s Base Salary was payable immediately prior to Executive’s separation from service and (2) the amount determined under clause (X)(1) multiplied by 70% of the Target Bonus Percentage, divided by (Y) 12; provided that on any August 1 ^st occurring after Executive’s separation from service, the annual rate of Base Salary set forth in (X)(1) shall be adjusted for changes in the Consumer Price Index in the manner set forth in Section 3(a) hereof). Each installment will be paid on the first business day of the applicable month.

(iii)

During the period beginning on the date of Executive’s separation from service and ending on the two-year anniversary thereof, any of Executive’s restricted stock units not yet vested under the 2005 Stock Compensation Plan, as amended (the “Stock Plan”), outstanding on the date of Executive’s separation from service will not be cancelled, but will continue to vest and be settled in the manner and at the times set forth in their grant agreements and the Stock Plan as though Executive had not experienced a separation from service until such two-year anniversary.

(iv)

(A) During the period beginning on the date of Executive’s separation from service and ending on the two-year anniversary thereof, any of Executive’s units not yet vested under the Management Stock Purchase Plan, as amended (the “MSPP”), as of the date of Executive’s separation from service will not be cancelled, but will continue to be settled in the manner and at the times set forth under the MSPP as though Executive had not experienced a separation from service until such two-year anniversary.

(v)

Any monthly pension to which Executive is entitled under the Pall Corporation Supplementary Pension Plan (the “SPP”) will be calculated at the time of the two-year anniversary of Executive’s separation from service and will commence payment on the later of the first day of the month after Executive has attained his Early Retirement Date (as defined in the SPP) and the two-year anniversary of Executive’s separation from service.

(vi)

During the period beginning on the date of Executive’s separation from service and ending on the two-year anniversary thereof, Executive shall continue to participate in the Company’s Comprehensive Welfare Benefits Plan; provided however, all expenses are incurred, and in-kind benefits provided, prior to such two-year anniversary and all expenses are reimbursed within 12 months following such two-year anniversary.

(vii)

In the event that Executive gives notice under Section 4(c):

6.

Section 6 is amended by the insertion of the following at the beginning of the Section:

Other than in the event that the Term of Employment ends pursuant to Section 4(b), the phrase “the end of the Term of Employment”, “the date of the Term of Employment ends” or “the last day of the Term of Employment” whenever it appears in this Section 6 will be replaced by the phrase “the two-year anniversary of Executive’s separation from service” and the phrase “five full fiscal years of the Term of Employment” will be

replaced by the phrase “five full fiscal years prior to the two-year anniversary of Executive’s separation from service.” In no event shall the calculation of the Annual Contract Pension under Section 6(a) take into account any payments made to Executive under Section 5(b) hereof.”

“For purposes of this Section, the amount of the pension payable to the Member under any Other Retirement Program shall be deemed to be the amount payable thereunder to the Member in the form of a single life annuity for the Member’s life beginning on the date the monthly pension under this Plan commences (the “Commencement Date”), whether or not the Member receives payment of such pension in such form.”

9.

The first sentence of Section 6(f)(v) is amended and restated in its entirety as follows:

At the Company’s option, the coverages and benefits to be provided hereunder may be provided through insurance, or by the Company directly paying, or reimbursing Executive or any of his Dependents for his or her payment of, expenses covered under this Section 6(f), so long as any such reimbursements are made within 12 months of the date on which the expense was incurred.

10.

Section 6(f) is amended by the insertion of the following at the beginning of Section 6(f):

The benefits under this Section 6(f) are conditioned upon Executive’s compliance with Section 13 below and with Executive’s other continuing obligations under Section 9 below.

11.

Section 6(f) is further amended by the insertion of the following at the end of Section 6(f):

12.

Section 7(b) is amended and restated in its entirety as follows:

In the event that it shall be determined that any benefit provided or payment made by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of an agreement, plan, program, arrangement or otherwise (a “ Payment ”), would subject Executive to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”), then Executive shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments . For purposes of clarification and without limiting the effect of the foregoing, it is intended that Executive should be responsible for regular federal, state and local income and employment taxes and for any taxes incurred under Section 409A of the Code with respect to any Payment to which this Section 7 applies.

Subject to the provisions below, all determinations required to be made with respect to Executive, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions not specified herein to be used in arriving at such determinations, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (the “ Firm ”). In making such determination with respect to any matter that is uncertain, the Firm shall adopt the position that it believes more likely than not would be adopted by the Internal Revenue Service (“ IRS ”). The Firm shall provide detailed supporting calculations with respect to its determination both to the Company and Executive. All fees and expenses of the Firm shall be borne by the Company. If the Firm determines that no Excise Tax is payable by Executive it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Firm shall be final, binding and conclusive upon the Company and Executive, except as provided in the following sentences of this paragraph (b).

As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“ Underpayment ”) or that Gross-Up Payments which have been made by the Company should not have been made (“ Excess Gross-Up Payment ”).

An Underpayment or Excess Gross-Up Payment can result from a claim by the IRS or from a redetermination by the Firm. In the event that: