THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE, BOSTON, MASS 02108 Federal Identification No. 04-2170233 RESTATED ARTICLES OF ORGANIZATION General Laws, Chapter 158B, Section 74 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. _________________ We, John G. Mulvany, President, and Geoffrey Nunes, Assistant Clerk of MILLIPORE CORPORATION located at 80 Ashby Road, Bedford, Massachusetts 01730 do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on May 2, 1985, by vote of 10,072,345 shares of Common out of 13,773,701 shares outstanding, being at least two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby - 1. The name by which the corporation shall be known is Millipore Corporation. 2. The purposes for which the corporation is formed are as follows: To manufacture, develop, buy, sell, assemble, install and in any way deal in and with all kinds of filters and filtration and sterilization systems and products and all kinds of laboratory equipment and accessories; to carry on research in the compounding of chemicals and in the fields of concentrating, sterilizing, culturing and filtering microscopic and sub-microscopic particles in and from liquid and gaseous systems and to use, manufacture and sell any products or processes which may result from such research; to use, manufacture, develop, buy, sell, assemble, install and otherwise deal in and with tangible personal property of all kinds and description; to purchase or otherwise acquire all patents, patent rights, privileges, trade marks, trade names and privileges of any country which might seem capable of being used for or in connection with any of the See Continuation Sheet 2A 3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue as follows: WITHOUT PAR VALUE WITH PAR VALUE CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE Preferred NONE NONE Common NONE 40,000,000 $1.00 *4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: NONE *5. The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows: NONE *6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, deriving, or regulating the powers of the corporation, or of its directors or stockholders, or any class of stockholders: The Directors may make, amend or repeal the By-Laws in whole or in part, except with respect to any provision thereof which by law or by the By-Laws requires action by the Stockholders. Meetings of the Stockholders may be held anywhere in the United States. *if there are no such provisions, state "None". Continuation Sheet 2A objects or purposes of this corporation, and to grant licenses for the use of and to sell or otherwise dispose of such patents, patent rights, trade marks, trade names and privileges in any country; to carry on any business permitted by the law of the Commonwealth of Massachusetts to a corporation organized under the Business Corporation Law; and to do each and every thing necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated or which shall at any time appear conducive to or expedient for this corporation. *We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles - Article 3. (*if there are no such amendments, state "None".) Briefly describe amendments in space below: Article 3. Amended to increase the authorized capital from 20,000,000 shares of Common Stock, $1.00 Par Value, to 40,000,000 shares of Common Stock, $1.00 Par Value. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 6th day of June in the year 1985. John G. Mulvany, President Geoffrey Nunes, Assistant Clerk THE COMMONWEALTH OF MASSACHUSETTS RESTATED ARTICLES OF ORGANIZATION (General Laws, Chapter 156B, Section 74) I hereby approve the within restated articles of organization and the filing fee in the amount of $10,150.00 having been paid, said articles are deemed to have been filed with me this 11th day of June, 1985. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Restated Articles of Organization to be Sent TO: Peter W. Walcott, Esquire Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone - 275-9200, X8496 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE, BOSTON, MASS. 02108 Federal Identification No. 04-21702333 ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. We, John A. Gilmartin, President and Geoffrey Nunes, Assistant Clerk of Millipore Corporation located at 80 Ashby Road, Bedford, MA 01730 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 24, 1986, by vote of 9,835,427 shares of common stock out of 13,860,217 shares outstanding, being at least a majority of each class outstanding and entitled to vote thereon. Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on single sheet of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated. FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING: The total amount of capital stock already authorized is 40 Million shares common with par value. The amount of additional capital stock authorized is 80 Million shares common with par value. Voted:That the increase in this Corporation's authorized capital stock to 80 million shares of common stock, par value $1.00 per share, and the amendment of the Articles of Organization to reflect such increase, all as adopted by the Board of Directors, and as described in full in the Corporation's Proxy Statement, dated March 17, 1986, be, and it hereby is, approved and adopted. The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 9th day of May, in the year 1986. John A. Gilmartin, President Geoffrey Nunes, Assistant Clerk THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within articles of amendment and, the filing fee in the amount of $20,000.00 having been paid, said articles are deemed to have been filed with me this 12th day of May, 1986. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Amendment to be Sent to: Peter W. Walcott, Esquire Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200, Ext. 8496 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE, BOSTON, MASS. 02108 Federal Identification No. 04-21702333 ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. We, John A. Gilmartin, President and Geoffrey Nunes, Assistant Clerk of Millipore Corporation located at 80 Ashby Road, Bedford, MA 01730 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 23, 1987, by vote of 19,548,103 shares of Common Stock out of 28,172,481 shares outstanding, being at least two-thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereof. Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on single sheet of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated. To add to Article 6 of the corporation's Restated Articles of Organization the following new paragraph (c): (c) No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the extent provided by applicable law notwithstanding any provision of law imposing such liability; provided, however, that this Article 6(c) shall not eliminate the liability of a director 9I) for any breach of the director's duly of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of the Business Corporation Law of The Commonwealth of Massachusetts, or (iv) for any transaction from which the director derived any improper personal benefit. The foregoing provisions of this Article 6(c) shall not eliminate the liability of a director for any act or omission occurring prior to the date on which this Article 6(c) becomes effective. No amendment to or repeal of this Article 6(c) shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless there articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 15th day of May, in the year 1987. John A. Gilmartin, President Geoffrey Nunes, Assistant Clerk THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within articles of amendment and, the filing fee in the amount of $75.00 having been paid, said articles are deemed to have been filed with me this 22nd day of May, 1987. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Amendment to be Sent To: Peter W. Walcott, Esq. MILLIPORE CORPORATION 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE BOSTON, MASS. 02108 Federal Identification No. 042170233 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS Pursuant to General Laws, Chapter 156B, Section 82 The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts We, Geoffrey Nunes and Patricia A. Powers, Vice President and Assistant Clerk of Millipore Corporation, organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows: 1. That the subsidiary corporation to be merged into the parent corporations is as follows: State of Date of Name Organization Organization Dynamic Solutions Corporation California 10/23/81 2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation. 3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted). 4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted: VOTES OF MILLIPORE BOARD MEETING BOARD MEETING February 17, 1989 VOTED: That the President and the other officers of this Corporation hereby are authorized together or singly to effect the merger of Millipore's wholly- owned subsidiary, Dynamic Solutions Corporation into Millipore Corporation; and further VOTED: That in connection with this merger of Dynamic Solutions Corporation with Millipore Corporation, the Officers of this Corporation hereby are, and each of them singly is, authorized to take all such action and to execute and deliver such documents, instruments, and opinions as they in their discretion may deem necessary or appropriate to carry out the intent of these resolutions and to effectuate said merger. NOTE: Votes for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must have a left- hand margin 1 inch wide for binding. Only one side should be used. 5. The effective date of the merger as specified in the vote set out under Paragraph 4 is March 31, 1989. 6. (This Paragraph 6 may be deleted if the parent corporation is organized under the laws of Massachusetts). The parent corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any subsidiary corporation organized under the laws of Massachusetts with which is has merged, and nay obligation hereafter incurred by the parent corporation, including the obligation created by subsection (e) of General Laws, Chapter 156B, Section 82, so long as any liability remains outstanding against the parent corporation in the Commonwealth of Massachusetts and it hereby irrevocably appoints the Secretary of the commonwealth as its agent to accept service of process for the enforcement of any such obligations, including taxes, in the same manner as provided in Chapter 181. IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 30th day of March, 1989. Geoffrey Nunes, Vice President Patricia A. Powers, Assistant Clerk COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (General Laws, Chapter 156B, Section 82) I hereby approve the within articles of merger of parent and subsidiary corporations and, the filing fee in the amount of $250.00 having been paid, said particles are deemed to have been filed with me this 31st day of March, 1989. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Merger To Be Sent TO: Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200 Attn: Geoffrey Nunes THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE BOSTON, MASS. 02108 Federal Identification No. 042170233 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS Pursuant to General Laws, Chapter 156B, Section 82 The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts We, John A. Gilmartin and Geoffrey Nunes, President and Assistant Clerk of Millipore Corporation, organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows: 1. That the subsidiary corporation to be merged into the parent corporations is as follows: State of Date of Name Organization Organization Waters Associates, Inc. Delaware January 2, 1962 2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation. 3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted). 4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted: VOTED: That it is in the best interests of MILLIPORE CORPORATION to dissolve its wholly-owned subsidiary, WATERS ASSOCIATES, INC., a Delaware corporation, by the merger of the said WATERS ASSOCIATES, INC. into MILLIPORE CORPORATION, with MILLIPORE CORPORATION to be the surviving corporation; said merger to become effective December 31, 1989. NOTE: Votes for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must have a left- hand margin 1 inch wide for binding. Only one side should be used. 5. The effective date of the merger specified in the vote set out under Paragraph 4 is December 31, 1989. IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 27th day of December, 1989. John A. Gilmartin, President Geoffrey Nunes, Assistant Clerk COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (General Laws, Chapter 156B, Section 82) I hereby approve the within articles of merger of parent and subsidiary corporations and, the filing fee in the amount of $250.00 having been paid, said articles are deemed to have been filed with me this 28th day of December, 1989. Effective Date: December 31, 1989 MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Merger to be Sent TO: Peter W. Walcott, Esq. Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE BOSTON, MASS. 02108 Federal Identification No. 042170233 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS Pursuant to General Laws, Chapter 156B, Section 82 The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts We, John A. Gilmartin and Geoffrey Nunes, President and Assistant Clerk of Millipore Corporation, organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows: 1. That the subsidiary corporation(s) to be merged into the parent corporations is as follows: State of Date of Name Organization Organization MILLIPORE SECURITIES Massachusetts 3/16/82 CORPORATION 2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation. 3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted). 4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted: VOTED: That it is in the best interest of MILLIPORE CORPORATION to dissolve its wholly-owned subsidiary, MILLIPORE SECURITIES CORPORATION, a Massachusetts corporation, by the merger of the said MILLIPORE SECURITIES CORPORATION into MILLIPORE CORPORATION, with MILLIPORE CORPORATION to be the surviving corporation; said merger to become effective upon the filing of Articles of Merger with the Secretary of the Commonwealth of Massachusetts. 5. The effective date of the merger as specified in the vote set out under Paragraph 4 is 6. (This Paragraph 6 may be deleted if the parent corporation is organized under the laws of Massachusetts). The parent corporation hereby agrees that it may be used in the Commonwealth of Massachusetts for any prior obligation of any subsidiary corporation organized under the laws of Massachusetts with which it has merged, and any obligation hereafter incurred by the parent corporation, including the obligation created by subsection (e) of General Laws, Chapter 156B, Section 82, so long as any liability remains outstanding against the parent corporation in the Commonwealth of Massachusetts and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process for the enforcement of any such obligations, including taxes, in the same manner as provided in Chapter 181. IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 14th day of November, 1991. John A. Gilmartin, President Geoffrey Nunes, Assistant Clerk COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (General Laws, Chapter 156B, Section 82) I hereby approve the within articles of merger of parent and subsidiary corporations and, the filing fee in the amount of $250.00 having been paid, said articles are deemed to have been filed with me this 21st day of November, 1991. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Merger to be Sent To: Peter W. Walcott, Esquire Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200, Ext. 8496 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE BOSTON, MASS. 02108 Federal Identification No. 042170233 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS Pursuant to General Laws, Chapter 156B, Section 82 The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts We, John A. Gilmartin and Geoffrey Nunes, President and Assistant Clerk of Millipore Corporation, organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows: 1. That the subsidiary corporation to be merged into the parent corporation is as follows: State of Date of Name Organization Organization SEQUEMAT, INC. Massachusetts 5/15/73 2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation. 3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted). 4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted: VOTED: That it is in the best interests of Millipore Corporation to dissolve its wholly-owned subsidiary, Sequemat, Inc., a Massachusetts corporation, by the merger of Sequemat, Inc. into Millipore Corporation, with Millipore Corporation to be the surviving corporation, said merger to become effective upon the filing of the Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts. 5. The effective date of the merger as specified in the vote under Paragraph 1 is upon the filing of the Articles of Merger. IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 90th day of September, 1993. John A. Gilmartin, President Geoffrey Nunes, Assistant Clerk COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (General Laws, Chapter 156B, Section 82) I hereby approve the within articles of merger of parent and subsidiary corporation and, the filing fee in the amount of $250.00 having been paid, said articles are deemed to have been filed with me this 15th day of September, 1993. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Merger to be Sent TO: Cynthia A. Bacon, Legal Assistant Millipore Corporation 80 Ashby Road, Mail Stop E10D Bedford, MA 01730 Telephone (617) 275-9200, Ext. 2043 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE BOSTON, MASS. 02108 Federal Identification No. 042170233 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS Pursuant to General Laws, Chapter 156B, Section 82 The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts We, Geoffrey Nunes and Patricia A. Powers, Vice President and Assistant Clerk of Millipore Corporation, organized under the laws of Massachusetts and herein called the parent corporation, do hereby certify as follows: 1. That the subsidiary corporation(s) to be merged into the parent corporations is as follows: State of Date of Name Organization Organization Waters Puerto Rico, Inc. Delaware 12/23/76 2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation. 3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted). 4. That at a meeting of the directors of the parent corporation the following vote, pursuant to subsection (a) of General Laws, Chapter 156B, Section 82, was duly adopted: VOTED: That it is in the best interests of this Corporation that its wholly-owned subsidiary, Waters Puerto Rico, Inc. be liquidated and dissolved by the merger of Waters Puerto Rico, Inc. with and into this Corporation, with this Corporation to be surviving corporation, said merger to be effective as of June 30, 1994. 5. The effective date of the merger as specified in the vote set out under Paragraph 4 is June 30, 1994. IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 9th day of June, 1994. Geoffrey Nunes, Vice President Patricia A. Powers, Assistant Clerk COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (General Laws, Chapter 156B, Section 82) I hereby approve the within articles of merger of parent and subsidiary corporations and, the filing fee in the amount of $250.00 having been paid, said articles are deemed to have been filed with me this 10th day of June, 1994. MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION Photo Copy of Merger to be Sent TO: Cynthia A. Bacon Senior Paralegal Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 275-9200, Ext. 2043 THE COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 Federal Identification No. 04-21702333 We, Geoffrey Nunes, Vice President, and Patricia A. Powers, Assistant Clerk of Millipore Corporation located at 80 Ashby Road, Bedford, Massachusetts 01730, do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED 3 of the Articles of Organization were duly adopted at a meeting held on April 18, 1996, by vote of 33,685,855 shares of Common Stock out of 44,270,089 shares outstanding, being at least a majority of each type, class or series outstanding and entitled to vote thereon. Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on single sheet of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated. To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is: Common 80,000,000 shares $1.00 par value (with par value stocks) CHANGE the total authorized to: Common 120,000,000 shares $1.00 par value (with par value stocks) VOTED: That the increase in this Corporation's authorized capital stock to 120 million shares of common stock, $1.00 par value, and the amendment to the Restated Articles of Organization to reflect such increase, all as adopted by the Board of Directors, and as described in full in the Corporation's proxy statement, dated March 15, 1996, be and it hereby is, approved and adopted. The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. EFFECTIVE DATE: IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 6th day of May, in the year 1996. Geoffrey Nunes, Vice President Patricia A. Powers, Assistant Clerk THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT General Laws, Chapter 156B, Section 72 I hereby approve the within articles of amendment and, the filing fee in the amount of $40,000 having been paid, said articles are deemed to have been filed, with me this 15th day of May, 1996. William Francis Galvin Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO: Patricia A. Powers, Esquire c/o Millipore Corporation 80 Ashby Road Bedford, MA 01730 Telephone (617) 533-2272