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                                                                   Exhibit 10.36

                               WATERS CORPORATION
                 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN
                                      2005

      Section 162(m) of the Internal Revenue Code ("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." In order for compensation to
qualify as "performance-based compensation", it must meet the following
criteria: (i) such compensation must be payable solely on account of the
attainment of one or more pre-established, objective performance goals; (ii) the
performance goal under which such compensation is paid must be established by a
compensation committee composed solely of two or more "outside directors"; (iii)
the material terms of the performance goal under which such compensation is paid
must be disclosed to and approved by the stockholders before payment; and (iv)
the compensation committee must certify that the performance goals have been
satisfied before payment. The Company's Management Incentive Plan (the "Plan")
satisfies by its terms the requirement set forth in clause (i) above, and the
Compensation Committee intends to satisfy the requirements set forth in clauses
(ii) and (iv) above. Accordingly, in order to ensure compliance with Section
162(m), the Company's stockholders are asked to approve the material terms of
the Plan described below as such terms apply to the senior executives of the
Company. Failure of the stockholders to approve the material terms of the Plan
will not prevent the Company from making incentive payments under the Plan in
the event that the Company achieves the Performance Objectives. However, the tax
deduction for such incentive payments will not be available to the Company to
the extent that the annual compensation paid to each senior executive exceeds $1
million.

      Purpose. The purpose of the Plan is to promote the interests of the
Company and its stockholders by providing certain key employees of the Company
with an incentive to (i) join and/or remain in the service of the Company, (ii)
maintain and enhance the long-term performance and profitability of the Company
and (iii) acquire a proprietary interest in the success of the Company.

      Administration. With respect to the Company's senior executives, the Plan
is administered by the Compensation Committee. The stockholders are being asked
to approve the material terms of the Plan only as such terms pertain to such
senior executives (each, a "Participant"). Within the first ninety days of each
fiscal year (each a "Plan Year"), the Compensation Committee establishes the
performance objective on which each Participant's incentive payment is based
(the "Performance Objective"). At the conclusion of each Plan Year, the
Compensation Committee reviews the audited results of the Company's performance
against each Participant's Performance Objective and determines the incentive
payment earned by each Participant.

      Duration. The Plan may be modified or terminated at any time at the
discretion of the Board of Directors. To qualify under Section 162(m) of the
Internal Revenue Code, any material modifications of the Plan require
stockholder approval.

      Determination of Incentive Payment. Within the first ninety days of each
Plan Year, the Compensation Committee establishes a schedule of potential
incentive payments for each Participant which are tied to the Company's
achievement of certain Performance Objectives. Each Participant becomes eligible
to receive an incentive payment if the Company achieves 90% of such
Participant's Performance Objective. The amount of the incentive payment
increases as the Company achieves a greater percentage of such Participant's
Performance Objective. The maximum incentive payment under the Plan may not
exceed $5,000,000.

      Business Criteria on which the Performance Objectives are Based. The
business criteria on which each Participant's Performance Objective is based are
determined by the Compensation Committee each Plan Year. Such business criteria
may in the future include, but are not limited to, objectively verifiable growth
in the Company's financial performance, or objectively verifiable improvement in
the Company's

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income statement or balance sheet position determined based on the Company's
audited financial statements and its financial records at the end of each Plan
Year.

      Summary of Tax Consequences. The following is a brief and general
discussion of the federal income tax rules applicable to the receipt of an
incentive payment under the Plan. In the tax year during which each Participant
receives an incentive payment under the Plan, such Participant recognizes
ordinary income in the amount of such incentive payment. The Company generally
will have a deduction in the same amount as the ordinary income recognized by
each Participant in the Company's tax year in which such incentive payment is
accrued by the Company. For purposes of the foregoing summary, it is assumed
that no incentive payment will constitute in any part "deferred compensation" as
that term is defined in Section 409A or, if any incentive payment were to
constitute deferred compensation, its terms would comply with the requirements
of Section 409A (in general, by limiting any flexibility in the time of
payment). If an incentive payment includes deferred compensation, and its terms
do not comply with the requirements of Section 409A, then the incentive payment
will be taxable when it is earned and vested (even if not then payable) and the
recipient will be subject to an additional 20% tax.

      Required Vote; Recommendation of the Board of Directors. The proposal to
approve the Management Incentive 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 approval 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
approval of the Plan. Broker "non-votes" will not be treated as shares present
and entitled to vote on approval 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.