Edgar Filing: WATERS CORP /DE/

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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WATERS CORPORATION
(Name of Registrant as Specified in its Charter)

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Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

[Logo]

April 2, 2003

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Waters Corporation ("Waters" or the "Company")
on May 6, 2003 at 11:00 a.m., local time. The meeting will be held at Waters
Corporation, 34 Maple Street, Milford, Massachusetts 01757.

The notice of annual meeting, proxy statement and proxy card from Waters
are enclosed. You may also read the notice of annual meeting and the proxy
statement on the Internet at http://www.waters.com/stockholder.

We encourage you to conserve natural resources, as well as reduce printing
and mailing costs, by signing up for electronic delivery of Waters stockholder
communications. For more information, see "Electronic Delivery of Waters
Stockholder Communications" under the table of contents.

The matters scheduled to be considered at the meeting are (i) the election
of directors of the Company and (ii) the approval of the 2003 Equity Incentive
Plan. These matters are more fully explained in the attached Proxy Statement
which you are encouraged to read.

The Board of Directors values and encourages stockholder participation. It
is important that your shares be represented, whether or not you plan to attend
the meeting. Please take a moment to sign, date and return your Proxy in the
envelope provided even if you plan to attend the meeting.

We hope you will be able to attend the meeting.

Sincerely,

/s/ Douglas A. Berthiaume
-------------------------

Douglas A. Berthiaume
Chairman, President and
Chief Executive Officer

[Logo]

WATERS CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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Notice is hereby given that the Annual Meeting of Stockholders of Waters
Corporation ("Waters" or the "Company") will be held at Waters Corporation, 34
Maple Street, Milford, Massachusetts 01757 on May 6, 2003 at 11:00 a.m., local
time, for the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To approve the 2003 Equity Incentive Plan.

3. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.

In accordance with the provisions of the Company's bylaws, the Board of
Directors has fixed the close of business on March 18, 2003 as the record date
for the determination of the holders of Common Stock entitled to notice of and
to vote at the Annual Meeting.

By order of the Board of Directors

/s/ Douglas A. Berthiaume
-------------------------

Douglas A. Berthiaume
Chairman, President and
Chief Executive Officer

Milford, Massachusetts
April 2, 2003

TABLE OF CONTENTS

Page

Electronic Delivery of Waters' Stockholder Communication ......... 2

Proxy Statement .................................................. 3

Proposal 1 -- Election of Directors .............................. 4

Proposal 2 -- Approval of the 2003 Equity Incentive Plan ......... 5

Directors Meetings and Compensation .............................. 10

Report of the Audit Committee of the Board Of Directors .......... 10

Management Compensation .......................................... 12

Compensation Committee Report .................................... 14

Stock Price Performance Graph .................................... 16

Security Ownership of Certain Beneficial Owners .................. 17

Certain Relationships and Related Transactions ................... 18

Section 16(A) Beneficial Ownership Reporting Compliance .......... 19

Audit Committee Charter .......................................... A-1

ELECTRONIC DELIVERY OF WATERS STOCKHOLDER COMMUNICATIONS

We encourage you to conserve natural resources, as well as reduce printing
and mailing costs, by signing up for electronic delivery of Waters stockholder
communications. With electronic delivery, you will receive documents such as the
annual report and the proxy statement as soon as they are available, and you can
easily submit your stockholder votes online. Electronic delivery can also help
reduce the number of bulky documents in your personal files and eliminate
duplicate mailings. To sign up for electronic delivery:

1. If you are a registered holder (you hold your Waters shares in your
own name through Waters' transfer agent, Equiserve, or you have stock
certificates), visit www.eproxyvote.com to enroll and vote your shares
online.

2. If you are a beneficial holder (your shares are held by a brokerage
firm, a bank or a trustee), visit www.icsdelivery.com to enroll for
future electronic delivery of shareholder information. Please have
your 12-digit control number, which you will find on your Voting
Instruction Form, and follow the instructions provided to enroll.

Your electronic delivery enrollment will be effective until cancelled. If
you have questions about electronic delivery, please email Waters Corporation at
waters_proxy@waters.com.

VOTING

To ensure that your vote is recorded promptly, please vote as soon as
possible, even if you plan to attend the annual meeting in person. Most
stockholders have three options for submitting their vote: (1) via the Internet,
(2) by phone or (3) by mail, using the paper proxy card. If you have Internet
access, we encourage you to record your vote on the Internet. It is convenient
for you, and it saves your company significant postage and processing costs. In
addition, when you vote via the Internet or by phone prior to the meeting date,
your vote is recorded immediately and there is no risk that postal delays will
cause your vote to arrive late and therefore not be counted. See your proxy
card, or the e-mail you received for electronic delivery of the proxy statement,
for further instruction on voting.

WATERS CORPORATION
34 Maple Street
Milford, Massachusetts 01757

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PROXY STATEMENT
Annual Meeting of Stockholders
May 6, 2003, 11:00 a.m.

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The Proxy is solicited by the Board of Directors of Waters Corporation
("Waters" or the "Company") for use at the 2003 Annual Meeting of Stockholders
to be held on May 6, 2003 at 11:00 a.m. at the Company's headquarters located at
34 Maple Street, Milford, Massachusetts, 01757. Solicitation of the Proxy may be
made through officers and regular employees of the Company by telephone or by
oral communications with some stockholders following the original solicitation
period. No additional compensation will be paid to such officers and regular
employees for Proxy solicitation. The Altman Group Inc. has been hired by the
Company to do a broker solicitation for a fee of $4,500 plus reasonable
out-of-pocket expenses. Expenses incurred in the solicitation of Proxies will be
borne by the Company.

VOTING MATTERS

The representation in person or by proxy of a majority of the outstanding
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), entitled to a vote at the meeting is necessary to provide a quorum for
the transaction of business at the meeting. Shares can only be voted if the
stockholder is present in person or is represented by a properly signed proxy (a
"Proxy"). Each stockholder's vote is very important. Whether or not you plan to
attend the meeting in person, please sign and promptly return the enclosed Proxy
card, which requires no postage if mailed in the United States. All signed and
returned Proxies will be counted towards establishing a quorum for the meeting,
regardless of how the shares are voted.

Shares represented by Proxy will be voted in accordance with your
instructions. You may specify your choice by marking the appropriate box on the
Proxy card. If your Proxy card is signed and returned without specifying
choices, your shares will be voted in favor of the proposals made by the Board
of Directors, and as the individuals named as Proxy holders on the Proxy deem
advisable on all other matters as may properly come before the meeting.

Any stockholder giving the enclosed Proxy has the power to revoke such
Proxy prior to its exercise either by voting by ballot at the meeting, by
executing a later--dated Proxy or by delivering a signed written notice of the
revocation to the office of the Secretary of the Company before the meeting
begins. The Proxy will be voted at the meeting if the signer of the Proxy was a
stockholder of record on March 18, 2003 (the "Record Date").

Representatives of the Company's independent accountants (or independent
auditors), PricewaterhouseCoopers LLP, are expected to be present at the Annual
Meeting of Stockholders. They will have the opportunity to make statements if
they desire to do so and will be available to respond to appropriate questions.

On the Record Date, there were 124,032,979 shares of Common Stock
outstanding and entitled to vote at the meeting. Each outstanding share of
Common Stock is entitled to one vote. This Proxy Statement is first being sent
to the stockholders on or about April 2, 2003. A list of the stockholders
entitled to vote at the meeting will be available for inspection at the meeting
for purposes relating to the meeting.

MATTERS TO BE ACTED UPON

1. ELECTION OF DIRECTORS

The Board of Directors recommends that the stockholders vote FOR each
nominee for director set forth below. Eight directors are to be elected at the
meeting, each to hold office until his successor is elected and qualified or
until his earlier resignation, death or removal. Each nominee listed below is
currently a director of the Company. It is intended that the Proxies in the form
enclosed with this Proxy Statement will be voted for the nominees set forth
below unless stockholders specify to the contrary in their Proxies or
specifically abstain from voting on this matter.

The following information pertains to the nominees, their principal
occupations for the preceding five-year period, certain directorships and their
ages as of April 2, 2003:

Douglas A. Berthiaume, 54, has served as Chairman of the Board of Directors
of the Company since February 1996 and has served as President, Chief Executive
Officer and a Director of the Company since August 1994 (except from January
2002 to March 2003, during which he did not serve as President). From 1990 to
1994, Mr. Berthiaume served as President of the Waters Chromatography Division
of Millipore Corporation, the predecessor business of the Company, which was
purchased in 1994. Mr. Berthiaume is a Director of the Children's Hospital
Trust, the Analytical & Life Science Systems Association and Genzyme
Corporation.

Joshua Bekenstein, 44, has served as a Director of the Company since August
1994. He has been a Managing Director of Bain Capital, Inc. since January 1993
and a General Partner of Bain Venture Capital since its inception in 1987. Mr.
Bekenstein is a Director of Sealy Corporation, Shoppers Drug Mart, Mattress
Discounters Corporation, KB Toys and Bright Horizons Family Solutions, Inc.

Michael J. Berendt, Ph.D., 54, has served as a Director of the Company
since March 1998. Since November 2000, Dr. Berendt has served as Managing
Director, Life Sciences Group, of AEA Investors Inc. ("AEA"). Prior to joining
AEA, Dr. Berendt was Senior Vice President of Research for the Pharmaceutical
Division of Bayer Corporation from November 1996 to November 2000. From January
1996 to November 1996, Dr. Berendt served as Vice President, Institute for Bone
& Joint Disorders and Cancer, Bayer Corporation, Pharmaceutical Division. From
October 1993 to January 1996, Dr. Berendt served as Director, Institute for Bone
& Joint Disorders and Cancer, Bayer Corporation, Pharmaceutical Division. Prior
to joining Bayer, Dr. Berendt served as Group Director of Drug Discovery at
Pfizer, Inc., and was responsible for immunology pulmonary, inflammation and
antibiotic research. Dr. Berendt has served as a member of the Board of
Directors of Onyx Pharmaceuticals, Inc. and Myriad Genetics, Inc.

Philip Caldwell, 83, has served as a Director of the Company since August
1994. Mr. Caldwell spent 32 years at Ford Motor Company where he served as
Chairman of the Board of Directors and Chief Executive Officer from 1980 to 1985
and as a Director from 1973 to 1990. He served as a Director and Senior Managing
Director of Lehman Brothers Inc. and its predecessor, Shearson Lehman Brothers
Holdings, Inc. from 1985 to February 1998. Mr. Caldwell is also a Director of
Mettler--Toledo International Inc., the Mexico Fund and Russell Reynolds
Associates, Inc. Mr. Caldwell has also served as a Director of the Chase
Manhattan Bank, N.A., the Chase Manhattan Corporation, Digital Equipment
Corporation, Federated Department Stores, Inc., Kellogg Company, CasTech
Aluminum Group, Inc., Specialty Coatings International, Inc., American Guarantee
& Liability Insurance Company, Zurich Holding Company of America, Inc. and
Zurich Reinsurance Centre Holdings, Inc.

Edward Conard, 46, has served as a Director of the Company since August
1994. Mr. Conard has been a Managing Director of Bain Capital, Inc. since March
1993. Mr. Conard was previously a Director of Wasserstein Perella and Company,
an investment banking firm that specializes in mergers and acquisitions, and a
Vice President of Bain & Company heading up the firm's operations practice area.
Mr. Conard is a

Director of Dynamic Details, Inc., ChipPAC, Inc., Medical Specialties Group,
Inc., Alliance Laundry, Inc., US Synthetic, Inc., Unisource and Broder Brothers.

Laurie H. Glimcher, M.D., 51, has served as a Director of the Company since
January 1998. Dr. Glimcher has been a Professor of Immunology and Medicine at
the Harvard School of Public Health and Harvard Medical School since 1990. Dr.
Glimcher is a Director of Bristol--Myers Squibb Company.

William J. Miller, 57, has served as a Director of the Company since
January 1998. Mr. Miller is an independent investor and consultant. From April
1996 to November 1999, Mr. Miller served as Chief Executive Officer and Chairman
of the Board of Avid Corporation and from September 1996 to January 1999, he
served as President. From March 1992 to September 1995, Mr. Miller served as
Chief Executive Officer of Quantum Corporation. From May 1992, Mr. Miller served
as a member of the Board of Directors of Quantum Corporation and from September
1993 to August 1995, he served as Chairman of the Board of Directors. From 1981
to March 1992, he served in various positions at Control Data Corporation, most
recently as Executive Vice President and President, Information Services. Mr.
Miller is a Director of NVidia Corporation.

Thomas P. Salice, 43, has served as a Director of the Company since July
1994. Mr. Salice is Vice Chairman and a Director of AEA Investors Inc. ("AEA")
and has served with AEA since June 1989. Mr. Salice is director of Marbo Inc.
and Mettler--Toledo International, Inc. and Sovereign Specialty Chemicals Inc.

Required Vote; Recommendation of the Board of Directors

With respect to the election of directors of the Company, the affirmative
vote of a plurality of shares present in person or represented by Proxy, and
entitled to vote on the matter, is necessary for the election of each of the
nominees for director listed above (i.e. the nominees receiving the greatest
number of votes cast will be elected). Withholding authority to vote for the
election of a nominee will be treated as shares present and entitled to vote
and, for purposes of determining the outcome of the vote, will not be treated as
votes cast for such nominee. A broker "non-vote" occurs when a broker, dealer,
voting trustee, bank, association or other entity that exercises fiduciary
powers holding shares for a beneficial owner does not have discretionary voting
power and does not receive voting instructions from the beneficial owner. Broker
"non-votes" will not be treated as shares present and entitled to vote on the
election of directors of the Company and will have no effect on the outcome of
the vote. Broker "non-votes" will be counted as present for the purpose of
determining whether a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE FOR DIRECTOR
SET FORTH ABOVE.

2. APPROVAL OF THE 2003 EQUITY INCENTIVE PLAN

The Board of Directors adopted the Waters Corporation 2003 Equity Incentive
Plan (the "Plan") on March 5, 2003. The Plan is intended to replace the Waters
Corporation 1996 Long-Term Performance Incentive Plan, the Waters Corporation
1996 Non-Employee Director Stock Option Plan and the Waters Corporation 1994
Stock Option Plan (collectively, the "Prior Plans"), each of which was
previously approved by the Company's shareholders and under which 5,697,290
shares remain available. Upon approval of the Plan by stockholders, no further
awards will be granted under the Prior Plans and the shares which remain
available for the grant of awards under the Prior Plans, that is, 5,697,290
shares plus any shares subject to awards granted under the Prior Plans which
become available by reason of the expiration or termination of those awards,
will be available for the grant of awards pursuant to the Plan, but Awards for
Incentive Stock Options may cover no more than 5,697,290 shares. In the event
that the Plan is not approved by the stockholders of the Company, the Prior
Plans will remain in effect in accordance with their respective terms. The
essential features of the Plan are outlined below.

Purpose. The Plan is intended to encourage ownership of Common Stock by
employees, consultants and directors of the Company and its affiliates to
provide additional incentive for them to promote the success of the Company's
business.

Administration. The Plan is administered by the Compensation Committee of
the Board of Directors (the "Committee"). Subject to the provisions of the Plan,
the Committee has discretion to determine the employee, consultant or director
to receive an award, the form of award and any acceleration or extension of an
award. Further, the Committee has complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective award agreements (which need not be
identical), and to make all other determinations necessary or advisable for the
administration of the Plan. In addition, the Committee may delegate to an
executive officer or officers the authority to grant awards to employees who are
not officers, and to consultants, in accordance with applicable Committee
guidelines.

Eligibility. Awards may be granted to any employee of or consultant to one
or more of the Company and its affiliates or to non-employee member of the Board
or of any board of directors (or similar governing authority) of any affiliate.
No more than one million (1,000,000) shares of Common Stock may be issuable to
any one person in any one calendar year pursuant to awards under the Plan.

Shares Subject to the Plan. The shares issued or to be issued under the
Plan are shares of the Company's common stock, $0.01 par value (the "Common
Stock"), which may be authorized but unissued shares, treasury shares,
reacquired shares, or any combination thereof. The Company has reserved for
issuance under the Plan a maximum of 5,697,290 shares of Common Stock plus any
shares subject to awards granted under the Prior Plans which become available by
reason of the expiration or termination of those awards, but Awards for
Incentive Stock Options may cover no more than 5,697,290 shares.

Types of Awards. Awards under the Plan include Incentive Stock Options,
Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights and
Stock Grants.

Nonstatutory Stock Options and Incentive Stock Options (which are intended
to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code")) (together, "Stock Options") are rights to purchase Common
Stock of the Company. Each Stock Option shall be evidenced by an instrument in
such form as the Committee shall prescribe and shall specify (i) the exercise
price, (ii) the number of shares of Common Stock subject to the Stock Option and
(iii) such other terms and conditions, including, but not limited to, the method
of exercise and any restrictions upon the Stock Option or the Common Stock
issuable upon exercise thereof, as the Committee, in its discretion, shall
establish.

A Stock Option may be immediately exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the Committee may determine. A
Stock Option may be exercised by the participant giving written notice to the
Company, accompanied by payment of an amount equal to the exercise price of the
shares to be purchased. The purchase price may be paid by cash, check or, to the
extent not prohibited by applicable law and subject to such conditions, if any,
as the Committee may deem necessary or desirable, by delivery to the Company of
shares of Common Stock, the participant's executed promissory note, or through
and under the terms and conditions of any formal cashless exercise program
authorized by the Company. If the participant's employment or other association
with the Company and its affiliates ends for any reason, the participant may
exercise any outstanding Stock Option only for the number of shares and only
during the period specified in the award agreement. Notwithstanding the
foregoing, no Stock Option shall be exercisable after the tenth anniversary of
the date it is granted.

Incentive Stock Options may be granted only to eligible employees of the
Company or any parent or subsidiary corporation, must have an exercise price of
not less than 100% of the fair market value of the Company's Common Stock on the
date of grant (110% for Incentive Stock Options granted to any 10% stockholder
of the Company). Nonstatutory Stock Options must have an exercise price of not
less than 100% of the fair market value of the Company's Common Stock on the
date of grant. Stock Options must have a

term of not more than ten years (five years in the case of an Incentive Stock
Option granted to any 10% stockholder of the Company). In the case of an
Incentive Stock Option, the amount of the aggregate fair market value of Common
Stock (determined at the time of grant) with respect to which Incentive Stock
Options are exercisable for the first time by an employee during any calendar
year (under all such plans of his employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.

Awards of Restricted Stock are grants or sales of Common Stock which are
subject to a risk of forfeiture. Each award of Restricted Stock shall be
evidenced by an instrument in such form as the Committee shall prescribe, which
instrument will specify (i) the number of shares of Common Stock to be issued to
a participant pursuant to the award and the extent, if any, to which they shall
be issued in exchange for cash, other property or services or any combination
thereof, and (ii) such other terms and conditions as the Committee, in its
discretion, shall establish. Except with respect to performance-based awards of
Restricted Stock or as the Committee may recommend and the Board may approve, no
award of Restricted Stock may have a restriction period of less than 3 years.
Unless the Committee shall provide otherwise for any Award of Restricted Stock,
upon termination of a participant's employment or other association with the
Company and its affiliates for any reason during the restriction period, all
shares of Restricted Stock still subject to risk of forfeiture shall be
forfeited or otherwise subject to return to or repurchase by the Company on the
terms specified in the award agreement.

Stock Appreciation Rights are rights to receive (without payment to the
Company) cash, property or other forms of payment, or any combination thereof,
as determined by the Committee, based on the increase in the value of the number
of shares of Common Stock specified in the Stock Appreciation Right. Each award
of a Stock Appreciation Right shall be evidenced by an instrument in such form
as the Committee shall prescribe, which instrument will specify (i) a "hurdle"
price in an amount determined by the Committee, but not less than 100% of the
fair market value of the Company's stock on the date of grant, (ii) the number
of shares of Common Stock subject to such award, and (iii) such other terms and
conditions as the Committee, in its discretion, shall establish. A Stock
Appreciation Right may be exercised in accordance with such written instrument
and at such time or times and in such installments as the Committee may
establish. If the participant's employment or other association with the Company
and its affiliates ends for any reason, the participant may exercise any
outstanding Stock Appreciation Right only for the number of shares and only
during the period specified in the award agreement. Notwithstanding the
foregoing, no Stock Appreciation Right shall be exercisable after the tenth
anniversary of the date it is granted.

A Stock Grant is a grant of shares of Common Stock not subject to
restrictions or other forfeiture conditions.

Transferability. Except as otherwise provided in the Plan, Stock Options
and Stock Appreciation Rights shall not be transferable, and no Stock Option,
Stock Appreciation Right or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. All of a participant's rights in any Stock
Option or Stock Appreciation Right may be exercised during the life of the
participant only by the participant or the participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option
provide that such Nonstatutory Option or Stock Appreciation Right may be
transferred by the recipient to a family member; provided, however, that any
such transfer is without payment of any consideration whatsoever and that no
transfer of a Nonstatutory Option or Stock Appreciation Right shall be valid
unless first approved by the Committee, acting in its sole discretion.

Effect of Significant Corporate Event. In the event of any change in the
outstanding shares of Common Stock through merger, consolidation, sale of all or
substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to such shares of Common Stock, an appropriate and
proportionate adjustment will be made in (i) the maximum numbers and kinds of
shares subject to the Plan and the Plan limits, (ii) the numbers and kinds of
shares or other securities subject to the then outstanding awards, (iii) the
exercise or

hurdle price for each share or other unit of any other securities subject to
then outstanding Stock Options or Stock Appreciation Rights (without change in
the aggregate purchase or hurdle price as to which Stock Options or Stock
Appreciation Rights remain exercisable), and (iv) the repurchase price of each
share of Restricted Stock then subject to a risk of forfeiture in the form of a
Company repurchase right. In the event of a change in control (which may include
an acquisition), any Restricted Stock Award still then subject to a Risk of
Forfeiture and any outstanding Option or Stock Appreciation Right not then
exercisable in full shall fully vest. Upon dissolution or liquidation of the
Company, other than as part of an acquisition or similar transaction, each
outstanding Stock Option or Stock Appreciation Right shall terminate, but the
participant shall have the right, immediately prior to the dissolution or
liquidation, to exercise the Stock Option or Stock Appreciation Right to the
extent exercisable on the date of dissolution or liquidation.

Amendments to the Plan. The Board of Directors may amend or modify the
Plan at any time subject to the rights of holders of outstanding awards on the
date of amendment or modification provided, however, that (i) no material
amendment which is to the benefit of management or the Board shall be effective
unless approved by stockholders of the Company, and (ii) no amendment shall be
effective unless approved by the stockholders of the Company if the failure to
obtain stockholder approval would adversely affect the Plan's compliance with
applicable law. Further, no Award of Stock Options may be amended to effect the
exchange or repricing of such Stock Options without the approval of the
stockholders of the Company.

Summary of Tax Consequences. The following is a brief and general
discussion of the federal income tax rules applicable to awards granted under
the Plan.

Nonstatutory Stock Options. There are no Federal income tax consequences to
the Company or the participants upon grant of Nonstatutory Stock Options. Upon
the exercise of such an Option, (i) the participant will recognize ordinary
income in an amount equal to the amount by which the fair market value of the
Common Stock acquired upon the exercise of such Option exceeds the exercise
price, if any, and (ii) the Company will receive a corresponding deduction. A
sale of Common Stock so acquired will give rise to a capital gain or loss equal
to the difference between the fair market value of the Common Stock on the
exercise and sale dates.

Incentive Stock Options. Except as noted at the end of this paragraph,
there are no Federal income tax consequences to the Company or the participant
upon grant or exercise of an Incentive Stock Option. If the participant holds
shares of Common Stock purchased pursuant to the exercise of an Incentive Stock
Option for at least two years after the date the Option was granted and at least
one year after the exercise of the Option, the subsequent sale of Common Stock
will give rise to a long-term capital gain or loss to the participant and no
deduction will be available to the Company. If the participant sells the shares
of Common Stock within two years after the date an Incentive Stock Option is
granted or within one year after the exercise of an Option, the participant will
recognize ordinary income in an amount equal to the difference between the fair
market value at the exercise date and the Option exercise price, and the Company
will be entitled to an equivalent deduction, and any additional gain or loss
will be a capital gain or loss. Some participants may have to pay alternative
minimum tax in connection with exercise of an Incentive Stock Option.

Restricted Stock. A participant will generally recognize ordinary income on
receipt of an award of Restricted Stock when his or her rights in that award
become substantially vested, in an amount equal to the amount by which the then
fair market value of the Common Stock acquired exceeds the price he or she has
paid for it, if any. Recipients of Restricted Stock may, however, within 30 days
of receiving an award of Restricted Stock, choose to have any applicable risk of
forfeiture disregarded for tax purposes by making an "83(b) election." If the
participant makes an 83(b) election, he or she will have to report compensation
income equal to the difference between the value of the shares and the price
paid for the shares, if any, at the time of the transfer of the Restricted
Stock.

Stock Appreciation Rights. A participant will generally recognize ordinary
income on receipt of cash or other property pursuant to an award of Stock
Appreciation Rights.

Stock Grants. A participant will generally recognize ordinary income on
receipt of a Stock Grant equal to the value of the Common Stock subject to such
Stock Grant.

With respect to awards of Restricted Stock, Stock Appreciation Rights and
Stock Grants, whenever a participant is required to report compensation income,
the Company will be entitled to deduct the same amount in computing its taxable
income.

Although the foregoing summarizes the essential features of the Plan, it is
qualified in its entirety by reference to the full text of the Plan as approved
and attached to the schedule 14A filed with the Securities and Exchange
Commission.

The benefits or amounts received by or allocated to each of (i) the
officers listed in the Summary Compensation Table, (ii) each of the nominees for
election as a director, (iii) all directors of the Company who are not executive
officers of the Company as a group, (iv) all present executive officers of the
Company as a group, and (v) all employees of the Company, including all other
current officers, as a group are not determinable.

Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
Plan category warrants and rights warrants and rights column(a))
------------- ------------------------- ---------------------- ------------------------

Equity compensation plans approved by
security holders .................... 17,327,393 $ 19.6754 5,697,290
Equity compensation plans not approved
by security holders ................. -- -- --
Total ................................ 17,327,393 $ 19.6754 5,697,290

Required Vote; Recommendation of the Board of Directors

The proposal to approve the adoption of the Plan will require approval by a
majority of the votes cast by the holders of the shares of Common Stock voting
in person or by proxy at the meeting. Withholding authority to vote for the
adoption of the Plan will be treated as shares present and entitled to vote and,
for purposes of determining the outcome of the vote, will not be treated as
votes cast for the adoption of the Plan. Broker "non-votes" will not be treated
as shares present and entitled to vote on the adoption of the Plan and will have
no effect on the outcome of the vote. Broker "non-votes" will be counted as
present for the purpose of determining whether a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

3. OTHER BUSINESS

The Board of Directors does not know of any other business to be presented
at the Annual Meeting of Stockholders. If any other matters properly come before
the meeting, however, it is intended that the persons named in the enclosed form
of Proxy will vote said Proxy in accordance with their best judgment.

DIRECTORS MEETINGS AND COMPENSATION

Directors Meetings

The Board of Directors held fifteen meetings during the year ended December
31, 2002. The Nominating and Corporate Governance Committee, which was formed as
of July 10, 2001, currently consists of Mr. Philip Caldwell, Dr. Laurie H.
Glimcher, Mr. Thomas Salice and Dr. Michael J. Berendt, and recommends
candidates for membership on the Board of Directors (the "Board") and recruits
such candidates for membership on the Board. The responsibilities of the
Nominating and Corporate Governance Committee are to supervise the nominations
and elections of members of the Board. The Nominating and Corporate Governance
Committee may, as it deems appropriate, give consideration to any candidates
suggested by the stockholders of the Company. The Nominating and Corporate
Governance Committee also develops and recommends to the Board the Corporate
Governance Guidelines for the Company. The Audit Committee, which currently
consists of Messrs. Bekenstein, Caldwell and Salice, oversees the activities of
the Company's independent auditors. The Audit Committee recommends the
engagement of the independent auditors, and performs certain other functions
pursuant to its charter, a copy of which is attached to this Proxy Statement as
Exhibit A. The Audit Committee charter attached hereto as Exhibit A does not yet
reflect all of the relevant rules under the Sarbanes-Oxley Act proposed by the
Securities and Exchange Commission and by the New York Stock Exchange relating
to the Audit Committee and its duties and responsibilities. The Audit Committee
is monitoring all such rules, however, and intends to promptly respond to them
once they are finalized. The Compensation Committee, which currently consists of
Messrs. Conard, Miller, and Salice, approves the compensation of executives of
the Company, makes recommendations to the Board of Directors with respect to
standards for setting compensation levels and administers the Company's
incentive plans.

During fiscal year 2002, each of the Company's directors participated in
excess of 75% of the aggregate of the meetings of the Board of Directors and the
meetings of committees of the Board of Directors of which such director was a
member. During fiscal year 2002, the Compensation Committee met three times
while the Audit Committee and the Nominating and Corporate Governance Committee
met two times.

Compensation of Directors

Directors who are full-time employees of the Company receive no additional
compensation for serving on the Board of Directors or its committees. In 2002,
outside Directors each received a retainer of $22,000 for the year, $1,000 for
each Board meeting attended, $750 for each committee meeting attended; and, on
January 2, 2003, outside directors each received, with respect to services
performed in 2002, an annual grant of 4,000 stock options under the Company's
1996 Non-Employee Director Stock Option Plan. For services performed in the year
2003, outside Directors each will receive a retainer of $22,000 for the year
(other than the Chairman who, if an outside Director, will receive an annual fee
of $30,000), $1,000 for each Board meeting attended, $750 for each committee
meeting attended and an annual grant of stock options. All directors are
reimbursed for expenses incurred in connection with their attendance at meetings

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Company has a qualified Audit Committee of the Board of Directors. The
Audit Committee, in conjunction with management and the independent accountants,
focuses on the following items:

1. The adequacy of Company internal controls,

2. The appropriateness of Company financial reporting and accounting
processes,

3. The independence and performance of the Company's independent auditors
and

4. Company compliance with laws and regulations.

The Board of Directors has adopted a written charter setting out more
specifically the functions that the Committee is to perform. A copy of the
charter is attached to this Proxy as Exhibit A. The Committee held two meetings
during the fiscal year ended December 31, 2002. The Chairman of the Committee
reviewed on a quarterly basis, with members of the management team, the
Company's quarterly financial results prior to the release of earnings and the
filing of the Company's quarterly financial statements. The Directors who serve
on the Committee are all "independent" as defined under the listing standards of
the New York Stock Exchange. Company management has primary responsibility for
the financial statements and reporting processes. The Company's independent
auditors, PricewaterhouseCoopers LLP (PricewaterhouseCoopers), audit the annual
financial statements and are responsible for expressing an opinion on their
conformity with generally accepted accounting principles. The Committee hereby
reports for the period ended December 31, 2002 that:

1. It has reviewed and discussed the Company's audited financial
statements for the period ended December 31, 2002 with management,

2. It has discussed with PricewaterhouseCoopers those matters required to
be discussed by Statement on Auditing Standards No. 61, Codification
of Statement on Auditing Standards, AU [sec]380,

3. It has received from PricewaterhouseCoopers their written disclosures
and letter required by Independence Standards Board Standard No. 1,
Independence Discussions with the Audit Committee, and has discussed
with PricewaterhouseCoopers its independence and

4. It has considered whether and determined that the provision of
non-audit services to the Company by PricewaterhouseCoopers as set
forth below, was compatible with maintaining auditor independence.

Based on the items reported above, the Audit Committee recommended to the
Board of Directors that the Company's audited financial statements be included
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002 for filing with the Securities and Exchange Commission.

Mr. Joshua Bekenstein Mr. Philip Caldwell Mr. Thomas P. Salice

Audit Fees

The aggregate fees for the fiscal year ended December 31, 2002 by the
Company's principal accounting firm, PricewaterhouseCoopers LLP, were as
follows:

Audit Fees .......................... $1,031,000

Audit Related Fees .................. $ 49,000

Tax Related Services
Tax Compliance .................... $153,000
Tax Financing ..................... $599,000
Total Tax Related Sevices ......... $ 752,000

All Other Fees ...................... $ 12,000
----------
Total ............................... $1,844,000
==========

MANAGEMENT COMPENSATION

Summary Compensation Table

The following Summary Compensation Table discloses, for the fiscal years
indicated, individual compensation information on Mr. Berthiaume and the four
other most highly compensated executive officers (collectively, the "named
executives") who were serving as executive officers at the end of fiscal year
2002.

Long Term
Compensation
Annual Compensation --------------
------------------------------------------ Securities All Other
Fiscal Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Options (#) ($)
--------------------------- -------- ------------ ---------------- -------------- ---------------

Douglas A. Berthiaume ......... 2002 610,000 --(1) -- 22,302(2)
Chairman, and Chief 2001 560,000 295,551(3) 150,000 15,515(2)
Executive Officer(9) 2000 530,000 927,500(4) 100,000 21,188(2)

Arthur G. Caputo .............. 2002 305,000 91,500(1) 60,000 7,159(2)
President, 2001 280,000 108,889(3) 75,000 6,938(2)
Waters Division(9) 2000 265,000 320,650(4) 50,000 12,640(2)

John R. Nelson ................ 2002 350,000 --(1) 75,000 12,487(2)
President and 2001 290,000 112,778(3) 100,000 13,957(2)
Chief Operating Officer(9) 2000 275,000 332,750(4) 50,000 19,910(2)

John Ornell ................... 2002 240,000 --(1) 40,000 8,124(2)
Vice President Finance and 2001 196,154 71,944(3) 60,000 8,384(2)
Administration and Chief 2000 165,000 163,350(4) 40,000 10,258(2)
Financial Officer

David Terricciano 2002 255,937 154,875(1) 25,000 8,806(2)
Vice President, 2001 90,390 53,111(6) 70,000(7) 69,232(8)
Operations(5)

------------

(1) Reflects bonus earned under the Company's Management Incentive Plan in 2002
which was paid in 2003.

(2) Reflects amounts contributed for the benefit of the named executive in
2002, 2001 and 2000, respectively, under the Waters 401(k) Restoration
Plan, the Waters Employee Investment Plan and for Group Term Life Insurance
coverage in excess of $50,000.

(3) Reflects bonus earned under the Company's Management Incentive Plan in 2001
which was paid in 2002.

(4) Reflects bonus earned under the Company's Management Incentive Plan in 2000
which was paid in 2001.

(5) Mr. Terricciano joined Waters Corporation in August, 2001.

(6) Mr. Terricciano's 2001 bonus includes $38,111 earned under the Company's
Management Incentive Plan and a one-time new hire bonus in the amount of
$15,000.

(7) Mr. Terricciano's 2001 option grant reflects a new hire grant and an annual
grant.

(8) Mr. Terricciano's 2001 other compensation amount includes amounts
contributed under the Waters 401(k) Restoration Plan, the Waters Employee
Investment Plan and for Group Term Life Insurance coverage in excess of
$50,000, as well as relocation expenses.

(9) As of March 5, 2003, Mr. Berthiaume was appointed Chairman, President and
Chief Executive Officer. Mr. Nelson was appointed Executive Vice President
and Chief Technology Officer. Mr. Caputo was appointed Executive Vice
President and President, Waters Division.

Option Grants In Fiscal Year 2002

The following table shows information regarding stock option grants to the
named executives in fiscal year 2002:

Potential Realizable Value
at
Assumed Annual Rates of
Stock Price Appreciation
For
Individual Grants 10-year Option Term
---------------------------------------------------------------- -------------------------
Number of Percent of
Securities Total Options
Underlying Granted to
Options Employees Exercise Price Expiration
Name Granted (#)(1) in Fiscal Year ($/SH) Date 5% ($) 10% ($)
------------------------------- ---------------- ---------------- ---------------- ------------- ------------ ------------

Douglas A. Berthiaume ......... -- --% $ -- -- $ -- $ --
Arthur G. Caputo .............. 60,000 3.75% $ 21.3899 12/30/2012 $ 807,129 $2,045,415
John R. Nelson ................ 75,000 4.68% $ 21.3899 12/30/2012 $1,008,912 $2,556,769
John Ornell ................... 40,000 2.50% $ 21.3899 12/30/2012 $ 538,086 $1,363,610
David Terricciano ............. 25,000 1.56% $ 21.3899 12/30/2012 $ 336,304 $ 852,256

------------

(1) Each option becomes exercisable with respect to 20% of the shares subject
to the option on each of December 30, 2003, December 30, 2004, December 30,
2005, December 30, 2006 and December 30, 2007.

Aggregated Option Exercises, Holdings and Year End Values for Fiscal Year 2002

The following table shows information regarding (i) the number of shares of
Common Stock acquired upon exercise by the named executives of stock options in
2002 and the value realized thereby and (ii) the number and value of any
unexercised stock options held by such executives as of December 31, 2002:

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the Money Options at
Acquired on Value Realized Options at FY-End FY-End closing price of $21.78
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------------- ---------------- --------------------------- -------------------------------

Douglas A. Berthiaume ..... 100,000 $3,282,950 4,598,960/276,000 $76,348,089/$83,700
Arthur G. Caputo .......... -- $ -- 1,046,824/206,000 $14,460,893/$73,626
John R. Nelson ............ -- $ -- 1,026,104/241,000 $14,005,392/$79,478
John Ornell ............... -- -- 140,800/140,000 $ 971,850/$23,974
David Terriciano .......... -- $ -- 14,000/81,000 $ 0/$9,752

Waters Corporation Retirement Plans

Substantially all full-time United States employees of Waters participate
in the Waters Corporation Retirement Plan (the "Retirement Plan"), a defined
benefit pension plan intended to qualify under Section 401(a) of the Internal
Revenue Code (the "Code"). The Retirement Plan is a cash balance plan whereby
each participant's benefit is determined based on annual pay credits and
interest credits made to each participant's notional account. In general, a
participant becomes vested under the Retirement Plan upon completion of five
years of service. The normal retirement age under the plan is age 65 if a
participant has at least five years of service.

Pay credits range from 4.0% to 9.5% of compensation, depending on the
participant's amount of compensation and length of service with the Company.
Compensation refers to pension eligible earnings of the participant (limited to
$200,000 for 2002), which includes base pay, overtime, certain incentive
bonuses, commissions and pre-tax deferrals, but excludes special items such as
stock awards, moving expense reimbursements and employer contributions to
retirement plans. Interest credits are based on the one year

constant maturity Treasury bill rate on the last business day in November of the
preceding plan year plus 0.5%, subject to a 5.0% minimum and a 10.0% maximum
rate.

The Company also maintains a non-qualified, supplemental plan which
provides benefits that would be paid by the Retirement Plan except for
limitations on pensionable pay and benefit amounts currently imposed by the
Code.

The aggregate estimated annual benefit payable from the Retirement Plan and
supplemental plan combined to Messrs. Berthiaume, Caputo, Nelson, Ornell and
Terricciano upon normal retirement is $213,000, $123,000, $75,000, $88,000 and
$44,000, respectively. As of December 31, 2002, Messrs. Berthiaume, Caputo,
Nelson, Ornell and Terricciano had approximately 22, 25, 26, 12 and 1 year of
credited service, respectively, under the Retirement Plan.

The aggregate estimated annual normal retirement benefits are based on
actual 2002 eligible compensation, including bonus paid in 2002. Future eligible
compensation is assumed to equal January 2003 rate of pay and future interest
credits are assumed to be 5.0%.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Mr. Edward Conard, Mr.
Thomas Salice and Mr. William Miller. Prior to the Company's initial public
offering in 1995, each of Mr. Conard and Mr. Salice also served as an officer of
the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors is responsible for
administering the compensation of senior executives of the Company and is
comprised of three independent non-employee directors.

The Compensation Committee's compensation philosophy is to focus management
on achieving financial and operating objectives which provide long-term
stockholder value. The Company's executive compensation programs are designed to
align the interest of senior management with those of the Company's
stockholders. There are three key components of executive compensation: base
salary, senior management incentive bonus (annual incentive), and long-term
performance incentive. It is the intent of these programs to attract, motivate
and retain senior executives. It is the philosophy of the Compensation Committee
to allocate a significant portion of cash compensation to variable
performance--based compensation in order to reward executives for high
achievement.

Base Salary

The base salaries for senior executives are reviewed annually by the
Compensation Committee. Salaries are based upon a combination of factors
including past individual performance, competitive salary levels and an
individual's potential for making significant contributions to future Company
performance. Increases to senior executives' base salaries in fiscal year 2002
were determined by the Compensation Committee after subjective consideration of
the Company's financial performance in fiscal year 2001, individual position and
responsibilities, and general and industry market surveys for comparable
positions.

Annual Incentive

The Management Incentive Plan is the variable pay program for officers and
other senior executives of the Company. The purpose of the Management Incentive
Plan is to provide added motivation and incentive to senior executives to
achieve operating results based on operating budgets established at the
beginning of the fiscal year. The Compensation Committee evaluates the audited
results of the Company's performance against

previously established performance targets in order to determine the individual
bonuses under the Management Incentive Plan. The Company did not achieve a level
of performance required to pay bonuses for fiscal year 2002 based upon overall
Company performance. Bonuses were paid to certain individuals based on
achievement of predetermined divisional objectives in 2002.

1996 Long-Term Performance Incentive Plan

Stock options are an important component of senior executive compensation
and the 1996 Long-Term Performance Incentive Plan has been designed to motivate
senior executives and other key employees to contribute to the long-term growth
of stockholder value. Under the 1996 Long-Term Performance Incentive Plan and
the 1994 Amended and Restated Stock Option Plan, stock options were granted to
the Company's senior executives and other key individuals. The Compensation
Committee authorizes awards under the plan based upon recommendations from the
Company's Chief Executive Officer.

Other Compensation

The Company's senior executives are also eligible to participate in other
compensation plans that are generally offered to other employees, such as the
Company's investment and savings plan, retirement plan, the employee stock
purchase plan and the supplemental employee retirement plan. Senior executives
received a $4,500 financial planning benefit in 2002. The financial planning
benefit was eliminated in 2003 and a one-time adjustment of $4,500 was made to
base salaries in 2003.

Chief Executive Compensation

Mr. Berthiaume's 2002 annual base salary was based on the Compensation
Committee's evaluation of the Company's overall performance in 2001 and the
salaries and compensation practices of peer companies of comparable size. After
considering these factors, the Compensation Committee elected to increase Mr.
Berthiaume's annual base salary for fiscal year 2002 to $610,000. Under the
Management Incentive Plan, the Compensation Committee did not award Mr.
Berthiaume a bonus for fiscal year 2002 based upon the Company's 2002
performance as compared to pre-established criteria and targets. Mr. Berthiaume
did not receive a stock option grant under the 1996 Long Term Performance
Incentive Plan. In 2002, Mr. Berthiaume received a $7,500 financial planning
benefit. This benefit was eliminated for 2003 and a one-time adjustment of
$7,500 was made to Mr. Berthiaume's base salary in 2003.

Limit on Deductible Compensation

The Compensation Committee has considered the application of Section 162(m)
of the Internal Revenue Code to the Company's compensation practices. Section
162(m) generally limits the tax deduction available to public companies for
annual compensation paid to senior executives in excess of $1 million unless the
compensation qualifies as performance--based compensation. The annual cash
compensation paid to individual executives during fiscal year 2002 (excluding
exempt performance--based compensation) did not reach the $1 million threshold.
It is believed that payments under the Management Incentive Plan and the stock
incentive plans of the Company qualify as performance--based compensation. The
Compensation Committee does not believe any further action is necessary in order
to comply with Section 162(m). From time to time, the Compensation Committee
will reexamine the Company's compensation practices and the effect of Section
162(m).

Mr. Edward Conard Mr. William Miller Mr. Thomas Salice

PERFORMANCE GRAPH

The following graph compares the cumulative total return on $100 invested
as of December 31, 1997 (the last day of public trading of the Common Stock in
fiscal year 1997) through December 31, 2002 (the last day of public trading of
the Common Stock in fiscal year 2002) in the Common Stock of the Company, the
NYSE Market Index and the SIC Code 3826 Index. The return of the indices is
calculated assuming reinvestment of dividends during the period presented. The
Company has not paid any dividends since its initial public offering. The stock
price performance shown on the graph below is not necessarily indicative of
future price performance.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE
DECEMBER 31, 1997 AMONG WATERS CORPORATION,
NYSE MARKET INDEX AND SIC CODE 3826--LABORATORY ANALYTICAL INSTRUMENTS

[THE FOLLOWING DATA WAS RESENTED AS A LINE CHART IN THE PRINTED MATERIAL]

SIC NYSE
Date Waters Corporation Code Index Market Index

12/31/97 100.00 100.00 100.00
12/31/98 228.85 125.58 118.99
12/31/99 278.03 203.17 130.30
12/31/00 876.06 319.28 133.40
12/31/01 406.56 187.77 121.52
12/31/02 228.51 86.01 99.27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below sets forth certain information regarding beneficial
ownership of Common Stock as of March 18, 2003 by each person or entity known to
the Company who owns of record or beneficially five percent or more of the
Common Stock, by each named executive officer and director nominee and all
executive officers and director nominees as a group.

Percentage of
Number of Shares Outstanding
Name of Common Stock(1) Common Stock(1)
---- -------------------- ----------------

5% Stockholders
Fidelity Investments -- Boston, Massachusetts ........................ 16,133,973 13.01%
AIM Advisors -- Houston, Texas ....................................... 7,979,219 6.43%
Directors and Executive Officers
Douglas A. Berthiaume(2)(3) .......................................... 7,083,230 5.51%
Arthur G. Caputo(2)(9) ............................................... 1,479,886 1.18%
John R. Nelson(2) .................................................... 1,101,404 *
John Ornell(2)(4) .................................................... 152,614 *
David Terricciano(2) ................................................. 14,250 *
Joshua Bekenstein(2)(5)(6) ........................................... 26,279 *
Michael J. Berendt, Ph.D.(2)(10) ..................................... 8,000 *
Philip Caldwell(2)(5)(6)(7)(10) ...................................... 132,146 *
Edward Conard(2)(5)(8) ............................................... 24,237 *
Dr. Laurie H. Glimcher(2)(10) ........................................ 11,700 *
William J. Miller(2)(5)(8) ........................................... 16,640 *
Thomas P. Salice(2)(5)(6)(8)(10) ..................................... 49,283 *
All Directors and Executive Officers as a group (14 persons) ......... 12,484,709 9.23%

------------

* represents less than 1% of the total.

(1) Figures are based upon 124,032,979 shares of Common Stock outstanding as of
March 18, 2003. The figures assume exercise by only the stockholder or
group named in each row of all options for the purchase of Common Stock
held by such stockholder or group which are exercisable within 60 days of
March 18, 2003.

(2) Includes share amounts which the named individuals have the right to
acquire through the exercise of options which are exercisable within 60
days of March 18, 2003 as follows: Mr. Berthiaume 4,598,960, Mr. Caputo
896,824, Mr. Nelson 1,026,104, Mr. Ornell 140,800, Mr. Terricciano 14,000,
Mr. Bekenstein 16,000, Mr. Berendt 8,000, Mr. Caldwell 16,000, Mr. Conard
16,000, Dr. Glimcher 11,700, Mr. Miller 12,000 and Mr. Salice 9,600.

(3) Includes 69,000 shares held by Mr. Berthiaume's wife, 876,314 shares held
in a family trust, 35,405 shares held in Mr. Berthiaume's 401K Plan and
5,524 shares held in the GST Trust account. Mr. Berthiaume disclaims
beneficial ownership for the shares held by his wife and the shares held in
the GST Trust account.

(4) Includes 9,619 shares held in Mr. Ornell's 401K and ESPP plans

(5) Reporting person elected to receive deferred compensation in the form of
phantom stock: Mr. Bekenstein 6,279 shares, Mr. Caldwell 9,018 shares, Mr.
Conard 8,237 shares, Mr. Miller 4,640 shares and Mr. Salice 6,183 shares.

(6) Member of the Audit Committee.

(7) Includes 107,128 shares held in trust for Mr. Caldwell's wife, for which
shares he disclaims beneficial ownership.

(8) Member of the Compensation Committee.

(9) Includes 101,524 shares held in Mr. Caputo's 401K Plan account and 1,840
shares held by his daughters, for which shares he disclaims beneficial
ownership.

(10) Member of the Nominating & Corporate Governance Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

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.

Loans to Executive Officers

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.

Indemnification of Directors and Officers

The Company has entered into agreements to provide indemnification for its
directors and executive officers in addition to the indemnification provided for
in the Company's Certificate of Incorporation and Amended and Restated Bylaws.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

The Federal securities laws require the Company's directors and officers,
and persons who own more than ten percent of the Common Stock, to file with the
Securities and Exchange Commission, the New York Stock Exchange and the
Secretary of the Company initial reports of ownership and reports of changes in
ownership of the Common Stock. Douglas Berthiaume filed one report in March
2002, four days late. Thomas Salice filed one report, with respect to a
transaction in September, 2002, late due to an electronic transmission error.

Except for the foregoing, to the Company's knowledge, based solely on
review of the copies of such reports and written representations furnished to
the Company that no other reports were required, all of the Company's officers,
directors and greater-than-ten-percent beneficial owners made all required
filings during the fiscal year ended December 31, 2002.

STOCKHOLDER PROPOSALS

Proposals of stockholders to be presented at the 2004 Annual Meeting of
Stockholders must be received by the Secretary of the Company by December 2,
2003 to be considered for inclusion in the Company's Proxy Statement and form of
proxy relating to that meeting. It is anticipated that the 2004 Annual Meeting
will be scheduled on or about May 6, 2004.

EXHIBIT A

AUDIT COMMITTEE CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

Purpose

The purpose of the Audit Committee is to assist the Board of Directors in
ensuring that management is maintaining internal controls adequate to provide
reasonable assurance that assets are safe-guarded, transactions are properly
executed and recorded, generally accepted accounting principles are consistently
applied, and that there is compliance with corporate policies for conducting
business. The Committee shall perform such functions, exercise such powers, and
consult with such persons as may be required to fulfill the responsibilities of
the Committee or additional responsibilities, which may be delegated to it from
time to time by the Board of Directors.

Composition

The Committee shall consist of no fewer than three members of the Board of
Directors independent of management and free from any relationship that, in the
opinion of the Board of Directors, would interfere with the members' exercise of
independent judgment, as prescribed by the applicable laws, regulations and
rules of the Securities and Exchange Commission (SEC) and New York Stock
Exchange (NYSE). All members of the Committee shall have a working familiarity
with basic finance and accounting practices and a least one member of the Audit
Committee shall have accounting or related financial management expertise, as in
conformity with the applicable SEC and NYSE laws, regulations and rules. The
chairperson and members shall be appointed by the Board of Directors and shall
serve an annual term.

Audit Committee Authority and Specific Duties

The Audit Committee will meet periodically (normally two times annually)
with representatives of management and the external auditors to review, oversee,
approve, or take other action, as appropriate, with respect to various items
detailed below. The external auditors for the Corporation are ultimately
accountable to the Board of Directors of the Corporation and the Committee.

A. External Audit

1. Consider corporate management's recommendations regarding the
appointment of external auditors (or independent accountants or
independent auditors). The Committee shall select and recommend to the
Board of Directors for approval of the engagement, on behalf of the
Corporation, the independent accountants to audit the books of account
and other records of the Corporation.

2. Review the proposed scope of the annual audit and significant
variations that arise in the course of the examination.

3. Review the external auditors' internal control observations and
responses by corporate management.

4. Approve fees related to the annual external audit and subsequent
variations thereof, as well as all permissible non-audit engagements
of the independent auditors. The Committee shall pre-approve all audit
and permissible non-audit services to be performed for the Company by
the independent auditor, giving effect to the "de minimis" exception
for non-audit services set forth in Section 10A(a)(i)(1)(B) of
Exchange Act. On an annual basis, the Committee shall consider whether
the provision of non-audit services by the independent auditor, on an
overall basis, is compatible with maintaining the independent
auditor's independence from management.

A-1

5. Review the independence of the external auditors and ensure that the
auditors submit on a periodic basis to the Committee a formal
statement delineating all relationships between the auditors and the
Corporation. The Committee shall actively engage in discussion with
the auditors with respect to any relationships or services that may
impact their objectivity and independence.

6. Review the performance of the external auditors.

B. Financial Reporting

1. Review the accounting policies and practices and significant judgments
that may affect the financial statements of the Corporation, and the
selection made from among alternative accounting treatments.

2. Consider changes in accounting standards that may significantly affect
financial reporting practices.

3. Review, with financial management and the independent auditors, the
Corporation's quarterly financial results prior to the release of
earnings and/or the filing or distribution of the Corporation's
quarterly financial statements. Discuss any significant changes to the
Corporation's accounting principles and any items required to be
communicated by the independent auditors. The Chairman of the
Committee (or an alternate if necessary) may represent the entire
Audit Committee for purposes of this review.

4. Transmit to the Board of Directors, after the close of each fiscal
year, financial statements with the opinion of such independent
accountants.

C. Controls

1. Assess the effectiveness of the system of internal controls, including
the security of tangible and intangible corporate assets and the
security of computer systems and facilities.

2. Review any significant instances of employee defalcation and
violations of corporate policies and procedures, including compliance
with environmental requirements.

At regularly scheduled meetings, and at any other times when they believe
it necessary, the external auditors, and senior financial management, will meet
with the Committee privately and confidentially to notify or advise it
concerning any circumstances which they believe require the special attention of
the Committee.

Other Committee Activities

1. The Committee may, at its discretion, request management, the external
auditors, or other persons with specific competence, including outside
counsel, to undertake special projects or investigations which it
deems necessary to fulfill its responsibilities.

2. The Committee will be informed by senior financial management of the
rationale for securing audits or second opinions from accounting firms
other than the Corporation's independent public accountants.

3. The Committee will assess and review annually the adequacy of the
charter.

4. The Committee will provide its report required to be included in the
Corporation's annual Proxy Statement.

5. The Committee shall establish, or determine that there have been
established, procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters and shall monitor ongoing compliance
with these procedures.

A-2

WATCH-PS-03

WATERS CORPORATION

2003 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

1. Purpose..................................................................1

2. Definitions..............................................................1

3. Term of the Plan.........................................................3

4. Stock Subject to the Plan................................................4

5. Administration...........................................................4

6. Authorization and Eligibility............................................5

7. Specific Terms of Awards.................................................5

8. Adjustment Provisions....................................................11

9. Settlement of Awards.....................................................12

10. Reservation of Stock.....................................................13

11. No Special Employment or Other Rights....................................14

12. Nonexclusivity of the Plan...............................................14

13. Termination and Amendment of the Plan....................................14

14. Notices and Other Communications.........................................14

15. Governing Law............................................................15

-1-

WATERS CORPORATION

2003 EQUITY INCENTIVE PLAN

1. Purpose

This Plan is intended to encourage ownership of Common Stock by employees,
consultants and directors of the Company and its Affiliates and to provide
additional incentive for them to promote the success of the Company's business.
The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code, but not all Awards are required to be Incentive
Options.

2. Definitions

As used in this Plan, the following terms shall have the following
meanings:

2.1. Accelerate, Accelerated, and Acceleration, when used with respect to
an Option or Stock Appreciation Right, means that as of the time of reference
the Option or Stock Appreciation Right will become exercisable with respect to
some or all of the shares of Common Stock for which it was not then otherwise
exercisable by its terms, and, when used with respect to Restricted Stock, means
that the Risk of Forfeiture otherwise applicable to the Stock shall expire with
respect to some or all of the shares of Restricted Stock then still otherwise
subject to the Risk of Forfeiture.

2.2. Acquisition means a merger or consolidation of the Company with or
into another person or the sale, transfer, or other disposition of all or
substantially all of the Company's assets to one or more other persons in a
single transaction or series of related transactions, unless securities
possessing more than 50% of the total combined voting power of the survivor's or
acquiror's outstanding securities (or the securities of any parent thereof) are
held by a person or persons who held securities possessing more than 50% of the
total combined voting power of the Company immediately prior to that
transaction.

2.3. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

2.4. Award means any grant or sale pursuant to the Plan of Options,
Restricted Stock, Stock Appreciation Rights or Stock Grants.

2.5. Award Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

2.6. Board means the Company's Board of Directors.

2.7. Change of Control means any of the following transactions:

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(a) any Acquisition, or

(b) any person or group of persons (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from
time to time), other than the Company or an Affiliate, directly or indirectly
acquires beneficial ownership (determined pursuant to Securities and Exchange
Commission Rule 13d-3 promulgated under the said Exchange Act) of securities
possessing more than 50% of the total combined voting power of the Company's
outstanding securities pursuant to a tender or exchange offer made directly to
the Company's stockholders that the Board does not recommend such stockholders
to accept, or

(c) over a period of 36 consecutive months or less, there is a change
in the composition of the Board such that a majority of the Board members
(rounded up to the next whole number, if a fraction) ceases, by reason of one or
more proxy contests for the election of Board members, to be composed of
individuals who either (A) have been Board members continuously since the
beginning of that period, or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in the preceding clause (A) who were still in office at the time that
election or nomination was approved by the Board.

2.8. Code means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto, and any regulations issued from time to
time thereunder.

2.9. Committee means any committee of the Board delegated responsibility by
the Board for the administration of the Plan, as provided in Section 5 of the
Plan. For any period during which no such committee is in existence "Committee"
shall mean the Board and all authority and responsibility assigned to the
Committee under the Plan shall be exercised, if at all, by the Board.

2.10. Common Stock or Stock means common stock, par value $.01 per share,
of the Company.

2.11. Company means Waters Corporation, a corporation organized under the
laws of the State of Delaware.

2.12. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1(a).

2.13. Incentive Option means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code.

2.14. Market Value means the value of a share of Common Stock on any date
as determined by the Committee.

2.15. Nonstatutory Option means any Option that is not an Incentive Option.

-3-

2.16. Option means an option to purchase shares of Common Stock.

2.17. Optionee means a Participant to whom an Option shall have been
granted under the Plan.

2.18. Participant means any holder of an outstanding Award under the Plan.

2.19. Plan means this 2003 Equity Incentive Plan of the Company, as amended
from time to time, and including any attachments or addenda hereto.

2.20. Restricted Stock means a grant or sale of shares of Common Stock to a
Participant subject to a Risk of Forfeiture.

2.21. Restriction Period means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

2.22. Risk of Forfeiture means a limitation on the right of the Participant
to retain Restricted Stock, including a right in the Company to reacquire the
Shares at less than their then Market Value, arising because of the occurrence
or non-occurrence of specified events or conditions.

2.23. Stock Appreciation Right means the right described in Section 7.3
hereof.

2.24. Stock Grant means the grant of shares of Common Stock not subject to
restrictions or other forfeiture conditions.

2.25. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
any parent or subsidiary corporations of the Company, as defined in Sections
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing
immediately prior to the Grant Date of the Option.

2.26. Termination means the last day of an employee's active employment or
a non-employee's other association, except as otherwise required by applicable
local law.

3. Term of the Plan

Unless the Plan shall have been earlier terminated by the Board, Awards may
be granted under this Plan at any time in the period commencing on the date of
approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within that period shall not expire solely by reason of the termination of the
Plan. Awards of Incentive Options granted prior to stockholder approval of the
Plan are expressly conditioned upon such approval,

-4-

but in the event of the failure of the stockholders to approve the Plan shall
thereafter and for all purposes be deemed to constitute Nonstatutory Options.

4. Stock Subject to the Plan

At no time shall the number of shares of Common Stock issued pursuant to or
subject to outstanding Awards granted under the Plan exceed 5,697,290 plus the
number of any shares subject to awards granted under the Waters Corporation 1996
Long-Term Performance Incentive Plan, the Waters Corporation 1996 Non-Employee
Director Stock Option Plan and the Waters Corporation 1994 Stock Option Plan
which would have become available for additional awards thereunder by reason of
the expiration or termination of those awards, subject, however, to the
provisions of Section 8 of the Plan. Notwithstanding the foregoing limitation,
Awards for Incentive Stock Options shall not exceed 5,697,290 shares. For
purposes of applying the foregoing limitation, if any Option or Stock
Appreciation Right expires, terminates, or is cancelled for any reason without
having been exercised in full, or if any Award of Restricted Stock is forfeited
by the recipient, the shares not purchased or received by the Participant or
forfeited by the recipient shall again be available for Awards to be granted
under the Plan. Shares of Common Stock issued pursuant to the Plan may be either
authorized but unissued shares or shares held by the Company in its treasury.

5. Administration

The Plan shall be administered by the Committee; provided, however, that at
any time and on any one or more occasions the Board may itself exercise any of
the powers and responsibilities assigned the Committee under the Plan and when
so acting shall have the benefit of all of the provisions of the Plan pertaining
to the Committee's exercise of its authorities hereunder; and provided further,
however, that the Committee may delegate to an executive officer or officers the
authority to grant Awards hereunder to employees who are not officers, and to
consultants, in accordance with such guidelines as the Committee shall set forth
at any time or from time to time. Subject to the provisions of the Plan, the
Committee shall have complete authority, in its discretion, to make or to select
the manner of making all determinations with respect to each Award to be granted
by the Company under the Plan including the employee, consultant or director to
receive the Award, the form of Award and any acceleration or extension of an
Award (without regard to whether such acceleration or extension is embodied in
the applicable Award Agreement). In making such determinations, the Committee
may take into account the nature of the services rendered by the respective
employees, consultants, and directors, their present and potential contributions
to the success of the Company and its Affiliates, and such other factors as the
Committee in its discretion shall deem relevant. Subject to the provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective Award Agreements (which
need not be identical), and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations
made in good faith on

-5-

matters referred to in the Plan shall be final, binding and conclusive on all
persons having or claiming any interest under the Plan or an Award made pursuant
to hereto.

6. Authorization and Eligibility

The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to non-employee member of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall
be eligible for the grant of an Incentive Option. Further, in no event shall the
number of shares of Common Stock covered by Options or other Awards granted to
any one person in any one calendar year exceed One Million (1,000,000) shares of
Common Stock.

Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7. Specific Terms of Awards

7.1. Options.

(a) Date of Grant. The granting of an Option shall take place at the
time specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

(b) Exercise Price. The price at which shares of Common Stock may be
acquired under each Incentive Option shall be not less than 100% of the Market
Value of Common Stock on the Grant Date, or not less than 110% of the Market
Value of Common Stock on the Grant Date if the Optionee is a Ten Percent Owner.
The price at which shares of Common Stock may be acquired under each
Nonstatutory Option shall be not less than 100% of the Market Value of Common
Stock on the Grant Date.

(c) Option Period. No Incentive Option may be exercised on or after
the tenth anniversary of the Grant Date, or on or after the fifth anniversary of
the Grant Date if the Optionee is a Ten Percent Owner. No Nonstatutory Option
may be exercised on or after the tenth anniversary of the Grant Date.

-6-

(d) Exercisability. An Option may be immediately exercisable or become
exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in
full, the Committee may Accelerate such Option in whole or in part at any time;
provided, however, that in the case of an Incentive Option, any such
Acceleration of the Option would not cause the Option to cease to be an
Incentive Option in accordance with the provisions of Section 422 of the Code or
the Optionee consents to the Acceleration.

(e) Termination from the Company. If the Optionee has a Termination
from the Company and its Affiliates for any reason, including the Optionee's
employer ceasing to be an Affiliate, the Optionee may exercise the Option only
for the number of shares and only during the period specified, whether
originally or by amendment, in the Award Agreement governing the Option.
Military or sick leave or other bona fide leave shall not be deemed a
Termination, provided that it does not exceed the longer of ninety (90) days or
the period during which the absent Optionee's reemployment rights, if any, are
guaranteed by statute or by contract.

(f) Transferability. Except as otherwise provided in this subsection
(f), Options shall not be transferable, and no Option or interest therein may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. All of a
Participant's rights in any Option may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option,
provide that such Option may be transferred by the recipient to a family member;
provided, however, that any such transfer is without payment of any
consideration whatsoever and that no transfer of an Option shall be valid unless
first approved by the Committee, acting in its sole discretion. For this
purpose, "family member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee's household
(other than a tenant or employee), a trust in which the foregoing persons have
more than fifty (50) percent of the beneficial interests, a foundation in which
the foregoing persons (or the Participant) control the management of assets, and
any other entity in which these persons (or the Participant) own more than fifty
(50) percent of the voting interests.

(g) Method of Exercise. An Option may be exercised by the Optionee
giving written notice, in the manner provided in Section 14, specifying the
number of shares with respect to which the Option is then being exercised. The
notice shall be accompanied by payment in the form of cash or check payable to
the order of the Company in an amount equal to the exercise price of the shares
to be purchased or, to the extent not prohibited by applicable law and if the
Committee had so authorized on the grant of an Incentive Option or on or after
grant of an Nonstatutory Option (and subject to such conditions, if any, as the
Committee may deem necessary to avoid adverse accounting effects to the Company)
by delivery to the Company of

-7-

(i) shares of Common Stock having a Market Value equal to
the exercise price of the shares to be purchased, or

(ii) the Optionee's executed promissory note in the
principal amount equal to the exercise price of the shares to be
purchased and otherwise in such form as the Committee shall have
approved.

To the extent permitted by applicable law, payment of any exercise price may
also be made through and under the terms and conditions of any formal cashless
exercise program authorized by the Company entailing the sale of the Stock
subject to an Option in a brokered transaction (other than to the Company).
Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option.
Within thirty (30) days thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be delivered to the Optionee or
his agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

(h) Limit on Incentive Option Characterization. An Incentive Option
shall be considered to be an Incentive Option only to the extent that the number
of shares of Common Stock for which the Option first becomes exercisable in a
calendar year do not have an aggregate Market Value (as of the date of the grant
of the Option) in excess of the "current limit". The current limit for any
Optionee for any calendar year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of Common Stock available for
purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other
incentive stock option plan of the Company and its Affiliates. Any shares of
Common Stock which would cause the foregoing limit to be violated shall be
deemed to have been granted under a separate Nonstatutory Option, otherwise
identical in its terms to those of the Incentive Option.

(i) Notification of Disposition. Each person exercising any Incentive
Option granted under the Plan shall be deemed to have covenanted with the
Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

(j) Rights Pending Exercise. No person holding an Option shall be
deemed for any purpose to be a stockholder of the Company with respect to any of
the shares of Stock issuable pursuant to his Option, except to the extent that
the Option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued therefor and delivered to such holder or his
agent.

-8-

7.2. Restricted Stock.

(a) Purchase Price. Shares of Restricted Stock shall be issued under
the Plan for such consideration, in cash, other property or services, or any
combination thereof, as is determined by the Committee.

(b) Issuance of Certificates. Each Participant receiving a Restricted
Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

The transferability of this certificate and the shares represented by this
certificate are subject to the terms and conditions of the Waters
Corporation 2003 Equity Incentive Plan and an Award Agreement entered into
by the registered owner and Waters Corporation. Copies of such Plan and
Agreement are on file in the offices of Waters Corporation.

(c) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

(d) Restrictions and Restriction Period. During the Restriction Period
applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of
such conditions related to the performance of services, Company or Affiliate
performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. No Award of Restricted Stock shall have a
Restriction Period of less than 3 years except: (i) as may be recommended by the
Committee and approved by the Board or (ii) with respect to any Award of
Restricted Stock which provides solely for a performance-based Risk of
Forfeiture. Any such Risk of Forfeiture may be waived or terminated, or the
Restriction Period shortened, at any time by the Committee on such basis as it
deems appropriate.

(e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award.
Except as otherwise provided in the Plan or the applicable Award Agreement, at
all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture
of, an Award of Restricted Stock, the Participant shall have all of the rights
of a stockholder of the Company, including the right to vote, and the right to
receive any dividends with respect to, the shares of Restricted Stock. The
Committee, as determined at the time of Award, may permit or require the payment
of cash dividends to be deferred and, if the Committee so determines, reinvested
in additional Restricted Stock to the extent shares are available under Section
4.

-9-

(f) Termination from the Company. Unless the Committee shall provide
otherwise for any Award of Restricted Stock, whether originally or by amendment,
upon a Participant's Termination from the Company and its Affiliates during the
Restriction Period for any reason, including the Participant's employer ceasing
to be an Affiliate during the Restriction Period, all shares of Restricted Stock
still subject to Risk of Forfeiture shall be forfeited or otherwise subject to
return to or repurchase by the Company on the terms specified in the Award
Agreement; provided, however, that military or sick leave or other bona fide
leave shall not be deemed a Termination, if it does not exceed the longer of
ninety (90) days or the period during which the absent Participant's
reemployment rights, if any, are guaranteed by statute or by contract.

(g) Lapse of Restrictions. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock, the certificates for such
shares shall be delivered to the Participant promptly if not theretofore so
delivered.

7.3. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. The Committee may grant Stock
Appreciation Rights either alone, or in conjunction with Stock Options, either
at the time of grant or by amendment thereafter. Each Award of Stock
Appreciation Rights granted under the Plan shall comply with the terms and
conditions set forth herein, and with such other terms and conditions,
including, but not limited to, restrictions upon the Award of Stock Appreciation
Rights or the Common Stock issuable upon exercise thereof, as the Committee, in
its discretion, shall establish. An Award of Stock Appreciation Rights shall
entitle the Participant (or any person entitled to act under the provisions of
paragraph (d) below) to exercise such Award and surrender unexercised the
Option, if any, to which the Stock Appreciation Right is attached (or any
portion of such Option) to the Company and to receive from the Company in
exchange thereof, without payment to the Company, that number of shares of
Common Stock having an aggregate value equal to (or, in the discretion of the
Committee, less than) the excess of the fair market value of one share at the
time of such exercise, over the exercise price (or Option Price, as the case may
be), times the number of shares subject to the Award or the Option, or portion
thereof, which is so exercised or surrendered, as the case may be. The Committee
shall be entitled in its discretion to elect to settle the obligation arising
out of the exercise of a Stock Appreciation Right by the payment of cash or
property, or other forms of payment, or any combination thereof, as determined
by the Committee, equal to the aggregate value of the Common Stock it would
otherwise be obligated to deliver. Any such election by the Committee shall be
made as soon as practicable after the receipt by the Committee of written notice
of the exercise of the Stock Appreciation Right.

(b) Price. The Stock Appreciation Right shall be granted with a hurdle
price in an amount determined by the Committee, but not less than 100% of the
Market Value of Common Stock on the Grant Date.

(c) Number of Shares. The Committee shall determine the number of
shares of Common Stock to be subject to each Award of Stock Appreciation Rights.
The

-10-

number of shares of Common Stock subject to an outstanding Award of Stock
Appreciation Rights may be reduced on a share-for-share or other appropriate
basis, as determined by the Committee, to the extent that Common Stock under
such Award of Stock Appreciation Rights are used to calculate the cash, Common
Stock, or property, or other forms of payment, or any combination thereof,
received pursuant to exercise of an Option attached to such Award of Stock
Appreciation Rights, or to the extent that any other Award granted in
conjunction with such Award of Stock Appreciation Rights is paid.

(d) Transferability. Except as otherwise provided in this subsection
(d), Stock Appreciation Rights shall not be transferable, and no Stock
Appreciation Right or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. All of a Participant's rights in any Stock
Appreciation Right may be exercised during the life of the Participant only by
the Participant or the Participant's legal representative. However, the
Committee may, at or after the grant of a Stock Appreciation Right, provide that
such Stock Appreciation Right may be transferred by the recipient to a family
member; provided, however, that any such transfer is without payment of any
consideration whatsoever and that no transfer of a Stock Appreciation Right
shall be valid unless first approved by the Committee, acting in its sole
discretion. For this purpose, "family member" means any child, stepchild,
grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which the
foregoing persons have more than fifty (50) percent of the beneficial interests,
a foundation in which the foregoing persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the voting interests.

(e) Exercisability. No Award of Stock Appreciation Rights may be
exercised on or after the tenth anniversary of the Grant Date. Any Award of
Stock Appreciation Rights may be exercised only as set forth herein or at such
time or times and in such installments as the Committee may establish.

(f) Termination from the Company. If the Participant has a Termination
from the Company and its Affiliates for any reason, including the Participant's
employer ceasing to be an Affiliate, the Participant may exercise the Stock
Appreciation Right only for the number of shares and only during the period
specified, whether originally or by amendment, in the Award Agreement governing
the Stock Appreciation Right. Military or sick leave or other bona fide leave
shall not be deemed a Termination, provided that it does not exceed the longer
of ninety (90) days or the period during which the absent Participant's
reemployment rights, if any, are guaranteed by statute or by contract.

(g) Deemed Exercise. A Stock Appreciation Right may provide that it
shall be deemed to have been exercised at the close of business on the business
day preceding the expiration date of the Stock Appreciation Right or of the
related Option, or

-11-

such other date as specified by the Committee, if at such time such Stock
Appreciation Right has a positive value. Such deemed exercise shall be settled
or paid in the same manner as a regular exercise thereof.

7.4. Stock Grants. Stock Grants shall be awarded solely in recognition of
significant contributions to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in such other limited
circumstances as the Committee deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.

7.5. Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.5 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

8. Adjustment Provisions

8.1. Adjustment for Corporate Actions. All of the share numbers set forth
in the Plan reflect the capital structure of the Company as of December 31,
2002. Subject to Section 8.2, if subsequent to that date the outstanding shares
of Common Stock (or any other securities covered by the Plan by reason of the
prior application of this Section) are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with respect to
shares of Common Stock or other securities, through merger, consolidation, sale
of all or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares provided in Sections 4 and 6, (ii)
the numbers and kinds of shares or other securities subject to the then
outstanding Awards, (iii) the exercise or hurdle price for each share or other
unit of any other securities subject to then outstanding Options or Stock
Appreciation Rights (without change in the aggregate purchase price as to which
such Options or Stock Appreciation Rights remain exercisable), and (iv) the
repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

8.2. Change in Control. In the event of a Change in Control (including a
Change of Control which is an Acquisition), any Restricted Stock Award still
then

-12-

subject to a Risk of Forfeiture and any outstanding Option or Stock Appreciation
Right not then exercisable in full shall fully vest whether or not the
repurchase rights for Restricted Stock are acquired by an acquiring entity and
whether or not outstanding Options or Stock Appreciation Rights are assumed by
an acquiring entity or replaced by comparable options to purchase shares of the
capital stock of a successor or acquiring entity or parent thereof or stock
appreciation rights.

8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the
Company, other than as part of an Acquisition or similar transaction, each
outstanding Option or Stock Appreciation Right shall terminate, but the
Participant (if at the time in the employ of or otherwise associated with the
Company or any of its Affiliates) shall have the right, immediately prior to the
dissolution or liquidation, to exercise the Option or Stock Appreciation Right
to the extent exercisable on the date of dissolution or liquidation.

8.4. Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms, including of Option or Stock
Appreciation Right, exercise or hurdle prices, rates of vesting or
exercisability, Risks of Forfeiture and applicable repurchase prices for
Restricted Stock, which the Committee may deem necessary or appropriate so as to
ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action other than as expressly contemplated in this Section 8. No
fraction of a share shall be purchasable or deliverable upon exercise, but in
the event any adjustment hereunder of the number of shares covered by an Award
shall cause such number to include a fraction of a share, such number of shares
shall be adjusted to the nearest smaller whole number of shares. No adjustment
of an Option exercise price or Stock Appreciation Right hurdle price per share
pursuant to this Section 8 shall result in an exercise price or hurdle price
which is less than the par value of the Stock.

9. Settlement of Awards

9.1. Violation of Law. Notwithstanding any other provision of the Plan or
the relevant Award Agreement, if, at any time, in the reasonable opinion of the
Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:

(a) the shares are at the time of the issue of such shares effectively
registered under the Securities Act of 1933; or

-13-

(b) the Company shall have determined, on such basis as it
deems appropriate (including an opinion of counsel in form and substance
satisfactory to the Company) that the sale, transfer, assignment, pledge,
encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act of 1933,
as amended or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

9.2. Corporate Restrictions on Rights in Stock. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company.

9.3. Investment Representations. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended.

9.4. Placement of Legends; Stop Orders; etc. Each share of Common Stock to
be issued pursuant to Awards granted under the Plan may bear a reference to any
applicable restriction under the Plan and the terms of the Award. All
certificates for shares of Common Stock or other securities delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of any stock exchange upon which the Common Stock is then listed,
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

9.5. Tax Withholding. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the
extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award.

10. Reservation of Stock

The Company shall at all times during the term of the Plan and any
outstanding Options or Stock Appreciation Rights granted hereunder reserve or
otherwise keep available such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan (if then in effect) and the Options and
shall pay all fees and expenses necessarily incurred by the Company in
connection therewith.

-14-

11. No Special Employment or Other Rights

Nothing contained in the Plan or in any Award Agreement shall confer upon
any recipient of an Award any right with respect to the continuation of his or
her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment or consulting agreement or provision of
law or corporate charter, certificate or articles, or by-laws, to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient's employment or other association with the Company and its Affiliates.

12. Nonexclusivity of the Plan

Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13. Termination and Amendment of the Plan

The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable provided, however, that (i) no material
amendment which is to the benefit of management or the Board shall be effective
unless and until the same is approved by stockholders of the Company or (ii) no
amendment shall be effective unless and until the same is approved by the
stockholders of the Company where the failure to obtain such approval would
adversely affect the compliance of the Plan with applicable law, and provided
further, that no Award of Options may be amended to effect the exchange or
repricing of such Options without the approval of the stockholders of the
Company. Unless the Board otherwise expressly provides, no amendment of the Plan
shall affect the terms of any Award outstanding on the date of such amendment.
In any case, no termination or amendment of the Plan may, without the consent of
any recipient of an Award granted hereunder, adversely affect the rights of the
recipient under such Award.

The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14. Notices and Other Communications

Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied

-15-

with a confirmation copy by regular, certified or overnight mail, addressed or
telecopied, as the case may be, (i) if to the recipient of an Award, at his or
her residence address last filed with the Company and (ii) if to the Company, at
its principal place of business, addressed to the attention of its Treasurer, or
to such other address or telecopier number, as the case may be, as the addressee
may have designated by notice to the addressor. All such notices, requests,
demands and other communications shall be deemed to have been received: (i) in
the case of personal delivery, on the date of such delivery; (ii) in the case of
mailing, when received by the addressee; and (iii) in the case of facsimile
transmission, when confirmed by facsimile machine report.

15. Governing Law

The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.

-16-

ATTACHMENT A(1)

Provisions Applicable to Award Recipients
Resident in California

Until such time as the Company's Common Stock has been effectively
registered under the Securities Act and if required by any applicable law, the
following additional terms shall apply to Awards, and Common Stock issued
pursuant to such Awards, granted under the Plan to persons resident in
California as of the date of grant of the Award (each such person, a "California
Recipient"). Capitalized terms not defined in this Attachment shall have the
respective meanings set forth in the Plan.

1. In the event of an Option that is:

(a) granted to a California Recipient who, as of the Grant Date, is a
Ten Percent Owner, the price at which shares of Common Stock may be acquired
under such Option shall not be less than 110% of the Market Value of the Common
Stock on the Grant Date; and

b) granted to any other California Recipient, the price at which
shares of Common Stock may be acquired under such Option shall not be less than
85% of the Market Value of the Common Stock on the Grant Date.

2. In the event that an Award of Restricted Stock is granted to a
California Recipient, the price at which shares of Common Stock may be acquired
under such Award shall not be less than 85% of the Market Value of the Common
Stock on the date such award is granted, or, in the case of a Ten Percent Owner,
the price shall not be less than 100% of the Market Value of the Common Stock on
the date such Award is granted. Stock Grants shall not be available to
California Recipients.

3. If an Option is issued to any California Recipient who is not an
officer, director or consultant of the Company, such Option shall become
exercisable at the rate of at least 20% per year over five years from the
Option's Grant Date. If an Award of Restricted Stock is issued to any California
Recipient who is not an officer, director or consultant of the Company, any
repurchase option in favor of the Company shall lapse at the rate of at least
20% per year over five years from the date of the Award, shall be exercisable
for at most 90 days following Termination and shall be exercisable (at at least
the original purchase price) solely for cash or cancellation of purchase money
indebtedness.

4. No Option issued to any California Recipient shall be transferable other
than by gift to an immediate family member as that term is defined under
applicable

--------

(1) Include for qualifying grants made by private companies under
California's version of SEC Rule 701. In such cases, also ensure that the
authorized number of shares represent less than 30% of the fully diluted
outstanding shares. Note further that there is a California filing required
within 30 days of the first grant to a California resident.

California securities law (or by will or the laws of descent and distribution).
No other right to acquire Stock pursuant to an Award granted a California
Recipient shall be transferable other than by will or the laws of descent and
distribution.

5. The following limitations shall apply to the early expiration of Options
granted California Recipients on account of Termination:

(a) Subject to Section 5(b) below, in the event an Optionee who is a
California Resident has a Termination, whether voluntary or otherwise and
including on account of an entity ceasing to be an Affiliate of the Company,
such California Recipient shall have at least 30 days after the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement) to exercise such Option to the
extent exercisable as of the date of such termination.

(b) In the event that an Optionee who is a California Resident has a
Termination from the Company and its Affiliates as a result of death or
disability, such California Recipient shall have at least 6 months after the
date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement) to exercise such Option to
the extent exercisable as of the date of such termination.

6. The Company shall provide financial statements at least annually to each
California Recipient during the period he or she holds any Award under the Plan,
or any Common Stock acquired pursuant to an Award granted under the Plan. The
Company shall not be required to provide such information if the issuance of
Awards under the Plan is limited to key employees whose duties in connection
with the Company assure their access to equivalent information.

[LETTER HEAD]

Waters
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398

------------------ -----------------
Vote by Telephone Vote by Internet
------------------ -----------------

It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)

Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877 PRX-VOTE (1-877-779-8683) For http://www.eproxyvote.com/wat
shareholders residing outside the United
States call collect on a touch-tone phone
1-201-536-8073.

3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.

Your vote is important! Your vote is important!
call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/wat anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE

[X]Please mark
votes as in
this example.

Please sign, date and return your proxy in the envelope provided even if you
plan to attend the meeting.

1. To elect a Board of Directors for the ensuing year and until their successors
are elected.

Nominees: (01) Joshua Bekenstein, (02) Michael J. Berendt, Ph.D., (03) Douglas
A. Berthiaume, (04) Philip Caldwell, (05) Edward Conard, (06) Laurie H.
Glimcher, M.D., (07) William J. Miller and (08) Thomas P. Sallce

[ ] FOR ALL NOMINEES [ ] WITHELD FROM ALL NOMINEES
[_]____________________________________________
Note: If you do not wish your shares voted "for" a particular nominee, write
such nominee's name on the line above.

2. To approve the 2003 Equity Incentive Plan.

FOR AGAINST ABSTAIN

[_] [_] [_]

3. To consider and act upon any other matters which may properly come before the
meeting or any adjournment thereof.

FOR AGAINST ABSTAIN

[_] [_] [_]

MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT [_]

MARK HERE IF YOU PLAN TO ATTEND
THE MEETING [_]

(If signing as attorney, executor, trustee or guardian, please give your full
title as such. If shares are held jointly, each holder should sign.)

Signature:___________________________________ Date:______________
Signature:___________________________________ Date:______________

Waters

The Officers and Directors of Waters Corporation
cordially invite you to attend
the Annual meeting of Stockholders
to be held at Waters Corporation, 34 Maple Street,
Milford, Massachusetts on Tuesday, May 6, 2003
at 11:00 a.m.

Douglas A. Berthiaume

/s/ Douglas A. Berthiaume

Chairman, and Chief Executive Officer

(FOR RECORDED DIRECTIONS TO WATERS, CALL 508 482-3314)

DETACH HERE

PROXY

WATERS CORPORATION

FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 6, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Douglas A. Berthiaume and John Ornell, and
each or either of them, as the true and lawful attorneys of the undersigned,
with full power of substitution and revocation, and authorizes them, and each of
them, to vote all the shares of capital stock of the Corporation which the
undersigned is entitled to vote at said meeting and any adjournment thereof upon
the matters specified below and upon such other matters as may be properly
brought before the meeting or any adjournment thereof, conferring authority upon
such true and lawful attorneys to vote in their discretion on such other matters
as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND
FOR THE PROPOSAL IN ITEM 2, AND AUTHORITY WILL BE DEEMED GRANTED UNDER ITEM 3.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE