Exhibit
10.1


INDEMNIFICATION
AGREEMENT


This Agreement
made and entered into this      day of                ,
(the “Agreement”), by and between Watts Water Technologies, Inc., a Delaware
corporation (the “Company,” which term shall include, where appropriate, any
Entity (as hereinafter defined) controlled directly or indirectly by the
Company) and                 
(the “Indemnitee”):


WHEREAS, it is
essential to the Company that it be able to retain and attract as directors and
officers the most capable persons available;


WHEREAS, increased
corporate litigation has subjected directors and officers to litigation risks
and expenses, and the limitations on the availability of directors and officers
liability insurance have made it increasingly difficult for the Company to
attract and retain such persons;


WHEREAS, the
Company’s Certificate of Incorporation and By-laws (the “Certificate of
Incorporation” and “By-laws,” respectively) require it to indemnify its directors and officers to the fullest
extent permitted by law and permit it to make other indemnification
arrangements and agreements;


WHEREAS, the Company desires to provide Indemnitee
with specific contractual assurance of Indemnitee’s rights to full
indemnification against litigation risks and expenses (regardless, among other
things, of any amendment to or revocation of the Certificate of Incorporation
or By-laws or any change in the ownership of the Company or the
composition of its Board of Directors);


WHEREAS, the
Company intends that this Agreement provide Indemnitee with greater protection
than that which is provided by the Company’s Certificate of Incorporation and
By-laws; and


WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in
continuing as a director or
officer of the Company.


NOW, THEREFORE, in
consideration of the promises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


1.             Definitions.


(a)           “Corporate Status” describes the
status of a person who is serving or has served (i) as a director or
officer of the Company, (ii) in
any capacity with respect to any employee benefit plan of the Company, or
(iii) as a director, partner, trustee, officer, employee, or agent of any
other Entity at the request of the Company. 
For purposes of subsection (iii) of this Section 1(a), if Indemnitee is serving or has served as a director, partner, trustee,
officer, employee or agent of a 









 



 


Subsidiary,
Indemnitee shall be deemed to be serving at the request of the Company.


(b)           “Entity” shall mean any corporation,
partnership, limited liability company, joint venture, trust, foundation,
association, organization or other legal entity.


(c)           “Expenses” shall mean all fees, costs
and expenses incurred by Indemnitee in connection with any Proceeding (as
defined below), including, without limitation, attorneys’ fees, disbursements
and retainers (including, without limitation, any such fees, disbursements and
retainers incurred by Indemnitee pursuant to Sections 10 and 11(c) of this
Agreement), fees and disbursements of expert witnesses, private investigators
and professional advisors (including, without limitation, accountants and
investment bankers), court costs, transcript costs, fees of experts, travel
expenses, duplicating, printing and binding costs, telephone and fax
transmission charges, postage, delivery services, secretarial services, and
other disbursements and expenses.


(d)           “Indemnifiable Expenses,”
“Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings
ascribed to those terms in Section 3(a) below.


(e)           “Liabilities” shall mean judgments,
damages, liabilities, losses, penalties, excise taxes, fines and amounts paid
in settlement.


(f)            “Proceeding” shall mean any
threatened, pending or completed claim, action, suit, arbitration, alternate
dispute resolution process, investigation, administrative hearing, appeal, or
any other proceeding, whether civil, criminal, administrative, arbitrative or
investigative, whether formal or informal, including a proceeding initiated by
Indemnitee pursuant to Section 10 of this Agreement to enforce
Indemnitee’s rights hereunder.


(g)           “Subsidiary” shall
mean any corporation, partnership, limited liability company, joint venture,
trust or other Entity of which the Company owns (either directly or through or
together with another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii) (A) 50% or more of the voting
power of the voting capital equity interests of such corporation, partnership, limited
liability company, joint venture or other Entity, or (B) 50% or more of the
outstanding voting capital stock or other voting equity interests of such
corporation, partnership, limited liability company, joint venture or other
Entity.









 



 


2.             Services of Indemnitee.  In
consideration of the Company’s covenants and commitments hereunder, Indemnitee
agrees to serve or continue to serve as a director and/or officer of the
Company.  However, this Agreement shall
not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.


3.             Agreement to Indemnify.  The
Company agrees to indemnify Indemnitee as follows:


(a)           Proceedings Other Than By or In
the Right of the Company.  Subject to
the exceptions contained in Section 4(a) below, if Indemnitee was or is a party
or is threatened to be made a party to any Proceeding (other than an action by
or in the right of the Company) by reason of Indemnitee’s Corporate Status,
Indemnitee shall be indemnified by the Company against all Expenses and
Liabilities incurred or paid by Indemnitee in connection with such Proceeding
(referred to herein as “Indemnifiable Expenses” and “Indemnifiable
Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).


(b)           Proceedings By or In the Right of
the Company.  Subject to the
exceptions contained in Section 4(b) below, if Indemnitee was or is a party or
is threatened to be made a party to any Proceeding by or in the right of the
Company by reason of Indemnitee’s Corporate Status, Indemnitee shall be
indemnified by the Company against all Indemnifiable Expenses.


(c)           Conclusive
Presumption Regarding Standard of Care. 
In making any determination required to be made under Delaware law with
respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee submitted a request therefor
in accordance with Section 5 of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption.


4.             Exceptions to Indemnification. 
Indemnitee shall be entitled to indemnification under Sections 3(a)
and 3(b) above in all circumstances other than with respect to any specific
claim, issue or matter involved in the Proceeding out of which Indemnitee’s
claim for indemnification has arisen, as follows:


(a)           Proceedings Other Than By or In
the Right of the Company.  If
indemnification is requested under Section 3(a) and it has been finally
adjudicated by a court of competent jurisdiction that, in connection with such
specific claim, issue or matter, Indemnitee failed to act (i) in good faith and
(ii) in a manner









 



 


Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, or, with respect to any criminal Proceeding, Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not
be entitled to payment of Indemnifiable Amounts hereunder.


(b)           Proceedings By or In the Right of
the Company.  If indemnification is
requested under Section 3(b) and


(i) it has been finally adjudicated by a court of
competent jurisdiction that, in connection with such specific claim, issue or
matter, Indemnitee failed to act (A) in good faith and (B) in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, Indemnitee shall not be entitled to payment of Indemnifiable
Expenses hereunder; or


(ii) it has been finally adjudicated by a court of
competent jurisdiction that Indemnitee is liable to the Company with respect to
such specific claim, Indemnitee shall not be entitled to payment of
Indemnifiable Expenses hereunder with respect to such claim, issue or matter
unless the Court of Chancery or another court in which such Proceeding was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnification for such Indemnifiable
Expenses which such court shall deem proper; or


(iii) it has been finally adjudicated by a court of
competent jurisdiction that Indemnitee is liable to the Company for an
accounting of profits made from the purchase or sale by the Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, the rules and regulations promulgated
thereunder and amendments thereto or similar provisions of any federal, state
or local statutory law, Indemnitee shall not be entitled to payment of
Indemnifiable Expenses hereunder.


(c)           Insurance Proceeds.  To the extent payment is actually made to the
Indemnitee under a valid and collectible insurance policy in respect of
Indemnifiable Amounts in connection with such specific claim, issue or matter,
Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder
except in respect of any excess beyond the amount of payment under such
insurance.









 



 


5.             Procedure for Payment of Indemnifiable
Amounts.  Indemnitee shall submit to the Company a
written request specifying the Indemnifiable Amounts for which Indemnitee seeks
payment under Section 3 of this Agreement and the basis for the
claim.  The Company shall pay such
Indemnifiable Amounts to Indemnitee within sixty (60) calendar days of receipt
of the request.  At the request of the
Company, Indemnitee shall furnish such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee
is entitled to indemnification hereunder.


6.             Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding
any other provision of this Agreement, and without limiting any such provision,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a
party to and is successful, on the merits or otherwise, in any Proceeding,
Indemnitee shall be indemnified against all Expenses reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with each successfully
resolved claim, issue or matter.  For
purposes of this Agreement, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, by reason of
settlement, judgment, order or otherwise, shall be deemed to be a successful
result as to such claim, issue or matter.


7.             Effect of
Certain Resolutions.  Neither the
settlement or termination of any Proceeding nor the failure of the Company to
award indemnification or to determine that indemnification is payable shall create
a presumption that Indemnitee is not entitled to indemnification
hereunder.  In addition, the termination
of any proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, had reasonable cause to
believe that Indemnitee’s action was unlawful.


8.             Agreement to
Advance Expenses; Undertaking.  The
Company shall advance all Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding, including a Proceeding by or in the right of
the Company, in which Indemnitee is involved by reason of such Indemnitee’s
Corporate Status within ten (10) calendar days after the receipt by the Company
of a written statement from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such
Proceeding.  To the extent required by
Delaware law, Indemnitee hereby undertakes to repay any and all of the amount
of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a
court of competent jurisdiction that Indemnitee is not entitled under this
Agreement to indemnification with respect to such Expenses.  This undertaking is an unlimited general
obligation of Indemnitee.


9.             Procedure for
Advance Payment of Expenses. 
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Expenses for which Indemnitee seeks an advancement under Section
8 of this Agreement, together with documentation evidencing that Indemnitee has
incurred such Indemnifiable Expenses.  Payment
of Indemnifiable Expenses 









 



 


under Section 8 shall be
made no later than ten (10) calendar days after the Company’s receipt of such
request.


10.          Remedies of
Indemnitee.


(a)           Right to Petition Court.  In the event that Indemnitee makes a request
for payment of Indemnifiable Amounts under Sections 3 and 5 above or a
request for an advancement of Indemnifiable Expenses under Sections 8 and
9 above and the Company fails to make such payment or advancement in a timely
manner pursuant to the terms of this Agreement, Indemnitee may petition the Court
of Chancery to enforce the Company’s obligations under this Agreement.


(b)           Burden of Proof.  In any judicial proceeding brought under
Section 10(a) above, the Company shall have the burden of proving that
Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.


(c)           Expenses.  The Company agrees to reimburse Indemnitee in
full for any Expenses incurred by Indemnitee in connection with investigating,
preparing for, litigating, defending or settling any action brought by
Indemnitee under Section 10(a) above, or in connection with any claim or
counterclaim brought by the Company in connection therewith, whether or not
Indemnitee is successful in whole or in part in connection with any such
action.


(d)           Failure to Act Not a Defense.  The failure of the Company (including its
Board of Directors or any committee thereof, independent legal counsel, or
stockholders) to make a determination concerning the permissibility of the
payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses
under this Agreement shall not be a defense in any action brought under
Section 10(a) above, and shall not create a presumption that such payment
or advancement is not permissible.


11.          Defense of the
Underlying Proceeding.


(a)           Notice by
Indemnitee.  Indemnitee agrees to
notify the Company promptly upon being served with any summons, citation,
subpoena, complaint, indictment, information, or other document relating to any
Proceeding which may result in the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses hereunder; provided, however, that the
failure to give any such notice shall not disqualify Indemnitee from the right,
or otherwise affect in any manner any right of Indemnitee, to receive payments
of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the
Company’s ability to defend in such Proceeding is materially and adversely
prejudiced thereby.









 



 


(b)           Defense by
Company.  Subject to the provisions
of the last sentence of this Section 11(b) and of Section 11(c) below, the
Company shall have the right to defend Indemnitee in any Proceeding which may
give rise to the payment of Indemnifiable Amounts hereunder; provided, however
that the Company shall notify Indemnitee of any such decision to defend within
ten (10) calendar days of receipt of notice of any such Proceeding under
Section 11(a) above.  The Company shall
not, without the prior written consent of Indemnitee, consent to the entry of
any judgment against Indemnitee or enter into any settlement or compromise
which (i) includes an admission of fault of Indemnitee or (ii) does not
include, as an unconditional term thereof, the full release of Indemnitee from
all liability in respect of such Proceeding, which release shall be in form and
substance reasonably satisfactory to Indemnitee.  This Section 11(b) shall not apply to a
Proceeding brought by Indemnitee under Section 10(a) above or pursuant to
Section 19 below.


(c)           Indemnitee’s
Right to Counsel.  Notwithstanding
the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee
is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
reasonably concludes that he or she may have separate defenses or counterclaims
to assert with respect to any issue which may not be consistent with the
position of other defendants in such Proceeding, (ii) a conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or
(iii) if the Company fails to assume the defense of such proceeding in a timely
manner, Indemnitee shall be entitled to be represented by separate legal
counsel of Indemnitee’s choice at the expense of the Company.  In addition, if the Company fails to comply
with any of its obligations under this Agreement or in the event that the
Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any action, suit or proceeding to deny or to
recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, at the expense of the Company, to represent Indemnitee in connection
with any such matter.


12.          Representations
and Warranties of the Company.  The
Company hereby represents and warrants to Indemnitee as follows:


(a)           Authority.  The Company has all necessary power and
authority to enter into, and be bound by the terms of, this Agreement, and the
execution, delivery and performance of the undertakings contemplated by this
Agreement have been duly authorized by the Company.


(b)           Enforceability.  This Agreement, when executed and delivered
by the Company in accordance with the provisions hereof, shall be a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors’ rights generally.









 



 


13.          Insurance.  For a period of six (6) years following the
date on which Indemnitee no longer serves as a director, officer or employee of
the Company or any Subsidiary, and for such longer period, if any, for which
Indemnitee may be subject to a Proceeding by reason of Indemnitee’s Corporate
Status, the Company (i) shall maintain a policy or policies of insurance with
one or more reputable insurance companies providing the Indemnitee with
coverage in an amount not less than, and of a type and scope not materially
less favorable to Indemnitee than, the directors’ and officers’ liability
insurance coverage presently maintained by the Company, (ii) shall pay on a
timely basis all premiums on such insurance and (iii) shall provide such
notices and renewals in a complete and timely manner and take such other
actions as may be required in order to keep such insurance in full force and
effect.  In all policies of director and
officer liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Company’s officers and directors.


14.          Contract Rights
Not Exclusive.  The rights to payment
of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by
this Agreement shall be in addition to, but not exclusive of, any other rights
which Indemnitee may have at any time under applicable law, the Company’s
Certificate of Incorporation or By-laws, or any other agreement, vote of
stockholders or directors (or a committee of directors), or otherwise, both as
to action in Indemnitee’s official capacity and as to action in any other
capacity as a result of Indemnitee’s serving as a director or officer of the Company.


15.          Successors.  This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of
Indemnitee.  In the event that the
Company or any of its successors or assigns (i) consolidates with or merges
into any other person or entity and shall not be the continuing or surviving
corporation or entity of such consolidation or merger or (ii) transfers or
conveys all or substantially all of its properties and assets to any person or
entity, then, and in each such case, proper provision shall be made so that the
successors and assigns of the Company assume the obligations of the Company
under this Agreement.  This Agreement
shall continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.


16.          Subrogation.  In the event of any payment of Indemnifiable
Amounts under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of contribution or recovery of Indemnitee
against other persons, and Indemnitee shall take, at the request of the
Company, all reasonable action necessary to secure such rights, including the
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


17.          Change in Law.  To the extent that a change in Delaware law
(whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses  than is 









 



 


provided under the terms
of the By-laws and this Agreement, Indemnitee shall be entitled to such
broader indemnification and advancements, and this Agreement shall be deemed to
be amended to such extent.


18.          Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement, or any clause
thereof, shall be determined by a court of competent jurisdiction to be
illegal, invalid or unenforceable, in whole or in part, such provision or
clause shall be limited or modified in its application to the minimum extent
necessary to make such provision or clause valid, legal and enforceable, and
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.


19.          Indemnitee as
Plaintiff.  Except as provided in
Section 10(c) of this Agreement and in the next sentence, Indemnitee shall not
be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable
Expenses with respect to any Proceeding brought by Indemnitee against the
Company, any Entity which it controls, any director or officer thereof, or any
third party, unless the Board of Directors of the Company has consented to the
initiation of such Proceeding.  This
Section shall not apply to counterclaims or affirmative defenses asserted by
Indemnitee in an action brought against Indemnitee.


20.          Modifications and
Waiver.  Except as provided in
Section 17 above with respect to changes in Delaware law which broaden the
right of Indemnitee to be indemnified by the Company, no supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
each of the parties hereto.  No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions of this Agreement (whether or not similar), nor
shall such waiver constitute a continuing waiver.


21.          General Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:









 



 


(i)            If to Indemnitee, to:


________________________


________________________


________________________


________________________


(ii)           If to the Company, to:


Watts Water Technologies, Inc.

815 Chestnut Street

North Andover, MA 01845

Facsimile: (978) 688-2976

Attention:


or to such other address
as may have been furnished in the same manner by any party to the others.


22.          Governing Law;
Consent to Jurisdiction; Service of Process.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to its rules of conflict of laws.  Each
of the Company and the Indemnitee hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the Court of Chancery of
the State of Delaware and the courts of the United States of America located in
the State of Delaware (the “Delaware Courts”) for any litigation arising out of
or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any litigation relating thereto except in such courts),
waives any objection to the laying of venue of any such litigation in the
Delaware Courts and agrees not to plead or claim in any Delaware Court that
such litigation brought therein has been brought in an inconvenient forum.  Each of the parties hereto agrees, (a) to the
extent such party is not otherwise subject to service of process in the State
of Delaware, to appoint and maintain an agent in the State of Delaware as such
party’s agent for acceptance of legal process, and (b) that service of process
may also be made on such party by prepaid certified mail with a proof of
mailing receipt validated by the United States Postal Service constituting
evidence of valid service.  Service made
pursuant to (a) or (b) above shall have the same legal force and effect as if
served upon such party personally within the State of Delaware.  For purposes of implementing the parties’
agreement to appoint and maintain an agent for service of process in the State
of Delaware, each such party does hereby appoint The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, as such
agent and each such party hereby agrees to complete all actions necessary for
such appointment.


23.          [Prior Agreement.  This Agreement supersedes and replaces in its
entirety the Indemnification Agreement between the Indemnitee and the Company
dated as of             ,
    .]









 



 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


	
  

  	
   

  	
  WATTS WATER TECHNOLOGIES, INC.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  



 









 



Schedule of Omitted
Information


	
  Name of
  Indemnitee

  	
   

  	
  Date of Agreement

  	
   

  	
  Date of Prior Agreement

  (Section 23)

  	
   

  	
  Person Signing on 

  behalf of the Company

  
	
  Roger A. Young

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Daniel J. Murphy, III

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Gordon W. Moran

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Kenneth J. McAvoy

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  John K. McGillicuddy

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Timothy P. Horne

  	
   

  	
  February 10,
  2004

  	
   

  	
  August 7, 2002

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Patrick S. O’Keefe

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  William C.
  McCartney

  Chief Financial Officer

  
	
  William J. Merchant

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Lester J. Taufen

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Kenneth R. Lepage

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  William C. McCartney

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5, 2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Timothy MacPhee

  	
   

  	
  February 10,
  2004

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Ralph E. Jackson, Jr.

  	
   

  	
  June 23, 2004

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  William D. Martino

  	
   

  	
  October 31, 2005

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Gregory J. Michaud

  	
   

  	
  August 1, 2006

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Robert L. Ayers

  	
   

  	
  October 30, 2006

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer