THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Waters Corporation (WAT)

3/21/2006 Proxy Information

Change of Control Agreements

The Company and Messrs. Berthiaume, Beaudouin, Caputo, Ornell and Ms. Rae are parties to an Executive Change of Control/Severance Agreement dated February 24, 2004. Under the terms of the agreement, if any such officer’s employment is terminated without cause during the period beginning 9 months prior to, and ending 18 months following, a “change of control” of the Company (as defined in the agreement), or such officer terminates his or her employment “for good reason” (as defined in the agreement) during the 18 month period following a change of control of the Company, such Officer would be entitled to receive (i) a lump sum cash payment equal to 12 months of his or her monthly salary plus the bonus that would have been payable to him or her during the 12 month period following termination, (ii) accelerated vesting of stock options, restricted stock grants and capital accumulation benefits and (iii) continued insurance benefit coverage substantially similar to the coverage he or she had been receiving prior to any such termination. The agreement further provides that the benefits will be supplemented by an additional payment to “gross up” such officer for any excise tax under the “parachute payment” tax provisions of the Internal Revenue Code.

Loans to Executive Officers

At December 31, 2005 there were no loans outstanding due from executive officers. In compliance with the Sarbanes-Oxley Act of 2002, the Company no longer makes loans to its executive officers.

Indemnification of Directors and Officers

The Company provides indemnification for its Directors and executive officers in addition to the indemnification provided for in the Company’s Second Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws.

3/22/2005 Proxy Information

The Company and Messrs. Berthiaume, Beaudouin, Caputo, Ornell and Mazar are parties to an Executive Change of Control/ Severance Agreement dated February 24, 2004. Under the terms of the agreement, if any such Officer’s employment is terminated without cause during the period beginning 9 months prior to, and ending 18 months following, a “change of control” of the Company (as defined in the agreement), or such officer terminates his employment “for good reason” (as defined in the agreement) during the 18 month period following a change of control of the Company, such Officer would be entitled to receive (i) a lump sum cash payment equal to 12 months of his monthly salary plus the bonus that would have been payable to him during the 12 month period following termination, (ii) accelerated vesting of stock options, restricted stock grants and capital accumulation benefits and (iii) continued insurance benefit coverage substantially similar to the coverage he had been receiving prior to any such termination. The agreement further provides that the benefits will be supplemented by an additional payment to “gross up” such Officer for any excise tax under the “parachute payment” tax provisions of the Internal Revenue Code.

3/23/2004 Proxy Information

The Company and Mark T. Beaudouin, Vice President, General Counsel and Secretary, are parties to an Executive Change of Control/ Severance Agreement dated April 1, 2003. Under the terms of the agreement, if Mr. Beaudouin’s employment is terminated without cause during the period beginning 9 months prior to, and ending 18 months following, a “change of control” of the Company (as defined in the agreement), or Mr. Beaudouin terminates his employment “for good reason” (as defined in the agreement) during the 18 month period following a change of control of the Company, Mr. Beaudouin would be entitled to receive (i) a lump sum cash payment equal to 12 months of his monthly salary plus the bonus that would have been payable to him during the 12 month period following termination, (ii) accelerated vesting of stock options, restricted stock grants and capital accumulation benefits and (iii) continued insurance benefit coverage substantially similar to the coverage he had been receiving prior to any such termination. The agreement further provides that the benefits will be supplemented by an additional payment to “gross up” Mr. Beaudouin for any excise tax under the “parachute payment” tax provisions of the Internal Revenue Code. On February 24, 2004, the Compensation and Management Development Committee and the Board of Directors approved the implementation of Executive Change of Control/ Severance Agreements in form and substance similar to that of Mr. Beaudouin for each of Messrs. Berthiaume, Caputo, Nelson and Ornell. These agreements are in the process of being prepared and reviewed and have not been executed as of the date hereof.

Prior to 2002 the Company made loans, in an aggregate principal amount of $280,454, to Philip S. Taymor, Senior Vice President (retired) and Arthur Caputo, Executive Vice President and President, Waters Division. These loans were full recourse loans and were secured by a pledge of certain of the shares of Common Stock owned by such executive officers. In 2001, Messrs. Taymor and Caputo each repaid such loans. The payments by these executive officers repaid in full the outstanding principal amounts and accrued interest. At December 31, 2003 there were no loans outstanding due from executive officers. In compliance with the Sarbanes-Oxley Act of 2002, the Company no longer makes loans to its executive officers.

3/20/2003 Proxy Information

None of the executive officers have employment agreements with the Company or any of its affiliates. None of them have any agreements entitling them to termination or severance payments upon a change in control of the Company, nor a change in the named executive's responsibilities following a change of control. However, each of the named executive officers is party to a Management Subscription Agreement with the Company, pursuant to which each named executive officer has purchased shares of Common Stock. Each executive officer is also the grantee of certain stock options from the Company under one or more Stock Option Agreements. Pursuant to the terms of such agreements, the stock purchased under such agreements or available upon exercise of the options may be subject to repurchase by the Company at the end of such executive's employment with the Company. The Management Subscription Agreements and the Stock Option Agreements also impose certain additional restrictions upon the executive, including confidentiality obligations, assignment of the benefit of inventions and patents to the Company, a requirement that the executive devote his or her exclusive business time to the Company, and noncompete restrictions which extend in certain cases, depending on the basis on which his or her employment is terminated, for a period of up to 24 months following his or her termination date.

The Company has made loans, in an aggregate principal amount of $803,866 to certain executive officers of the Company. These loans were full recourse loans and were secured by a pledge of certain of the shares of Common Stock owned by such executive officers. In 2000, Brian K. Mazar, Senior Vice President, Human Resources and Investor Relations repaid loans amounting to $282,472 and Devette Russo, Senior Vice President, Chromatography Consumables Division, repaid loans amounting to $240,940. In 2001, Philip S. Taymor, Senior Vice President and Arthur Caputo, Senior Vice President, Worldwide Sales and Marketing, each repaid loans amounting to $280,454. The payments by these executive officers repaid in full the outstanding principal amounts and accrued interest. At December 31, 2002 there were no loans outstanding due from executive officers.